1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q/A Amendment No. 1 ---------------------------- (Mark One) /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1999 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 NUMBER 0-13305 -------------------------- PARALLEL PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-1971716 (State of other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) One Marienfeld Place, Suite 465, Midland, Texas 79701 (Address of principal executive offices) (Zip Code) (915) 684-3727 (Registrant's telephone number, including area code) 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 At August 1, 1999, there were 18,331,858 shares of the Registrant?s Common Stock, $0.01 par value, outstanding. ================================================================================ 2 INDEX PART I. - FINANCIAL INFORMATION Page No. ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS Reference is made to the succeeding pages for the following financial statements: - Consolidated Balance Sheet as of December 31, 1998 and June 30, 1999 (unaudited) 4 - Unaudited Consolidated Statements of Operations for the three months ended June 30, 1998 and 1999 and six months ended June 30, 1998 and 1999 6 - Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 1998 and 1999 7 - Notes to Consolidated Financial Statements 8 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12 3 EXPLANATORY NOTE This amendment reflects the unaudited pro forma results of operations that include Parallel?s acquired interest in First Permian, LLC, as described in Note 2. The pro forma results for the six months ended June 30, 1999 and 1998 give effect to the acquisition as if it had occurred at the beginning of fiscal 1998. 4 PARALLEL PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEETS December 31, June 30, 1999 ASSETS 1998* (Unaudited) - ------------- ------------ -------------- Current assets: Cash and cash equivalents $ 1,178,819 $ 1,218,599 Accounts receivable: Oil and gas 1,432,659 1,366,385 Others, net of allowance for doubtful accounts of $71,358 in 1998 and 1999 247,740 405,776 Affiliate 11,844 -- ------------ ------------ 1,692,243 1,772,161 Other assets 61,504 28,012 ------------ ------------ Total current assets 2,932,566 3,018,772 ------------ ------------ Property and equipment, at cost: Oil and gas properties, full cost method 65,565,466 87,117,125 Other 287,586 286,088 ------------ ------------ 65,853,052 87,403,213 Less accumulated depreciation and depletion 22,279,355 24,140,149 ------------ ------------ Net property and equipment 43,573,697 63,263,064 ------------ ------------ Other assets, net of accumulated amortization of $86,917 in 1998 and $95,248 in 1999 58,519 278,664 ------------ ------------ $ 46,564,782 $ 66,560,500 ============ ============ 5 PARALLEL PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEETS (Continued) December 31, June 30, 1999 LIABILITIES AND STOCKHOLDERS? EQUITY 1998* (Unaudited) - ------------------------------------ ------------ -------------- Current liabilities: Accounts payable and accrued liabilities: Current portion of affiliate?s long-term debt (Note 3) $ -- $ 506,250 Subordinated notes payable (Note 4) -- 3,600,000 Trade 2,803,539 2,142,738 Affiliate 214 6,423 Preferred stock dividend -- 24,362 ------------ ------------ Total current liabilities 2,803,753 6,279,773 ------------ ------------ Long-term debt: Bank credit facility (Note 3) 18,035,889 18,815,889 Proportionate share of affiliate's long- term debt, net of current portion(Note 3) -- 16,143,750 ------------ ------------ Total long-term debt 18,035,889 34,959,639 Deferred income taxes -- -- Stockholders' equity: Preferred stock ? 6% convertible preferred stock - par value $.10 per share(aggregate liquidation preference of $10) authorized 10,000,000 shares, issued and outstanding 974,500 in 1998 and 1999 97,450 97,450 Common stock - par value $.01 per share, authorized 60,000,000 shares, issued and outstanding 18,306,858 in 1998 and 18,331,858 in 1999 183,069 183,319 Additional paid-in surplus 32,341,971 32,042,197 Retained deficit (6,897,350) (7,001,878) ------------ ------------ Total stockholders' equity 25,725,140 25,321,088 Contingencies ------------ ------------ $ 46,564,782 $ 66,560,500 ============ ============ *The balance sheet as of December 31, 1998 has been derived from Parallel's audited financial statements. The accompanying notes are an integral part of these financial statements. 6 PARALLEL PETROLEUM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ---------------------- -------------------- 1998 1999 1998 1999 ---------- --------- ---------- ---------- Oil and gas revenues $2,453,140 $1,991,727 $4,565,703 $3,954,816 ---------- ---------- ---------- ---------- Cost and expenses: Lease operating expense 613,053 551,142 1,170,691 1,064,964 General and administrative 199,117 220,911 419,505 424,148 Depreciation, depletion and amortization 1,063,466 956,958 1,994,283 1,860,794 ---------- ---------- ---------- ---------- 1,875,636 1,729,011 3,584,479 3,349,906 ---------- ---------- ---------- ---------- Operating income 577,504 262,716 981,224 604,910 ---------- ---------- ---------- ---------- Other income (expense), net: Interest income 395 13,695 470 26,971 Other income 37,552 6,606 51,111 13,229 Interest expense (341,817) (376,057) (646,095) (747,128) Other expense (4,195) (1,204) (8,577) (2,509) ---------- ---------- ---------- ---------- Total other expense, net (308,065) (356,960) (603,091) (709,437) ---------- ---------- ---------- ---------- Income (loss) before income taxes 269,439 (94,244) 378,133 (104,527) Income tax expense -deferred 88,826 -- 124,695 -- ---------- ---------- ---------- ---------- Net income (loss) $ 180,613 $ (94,244) $ 253,438 $ (104,527) ========== ========= ========== ========== Cumulative preferred stock dividend $ 68,000 $ 146,175 $ 68,000 $ 316,713 ========== ========= ========== ========== Net income (loss) available to common stockholders $ 112,613 $(240,419) $ 185,438 $ (421,240) ========== ========= ========== ========== Net income (loss) per common share Basic $ .006 $ (.013) $ .010 $ (.023) ========== ========= ========== ========== Diluted $ .006 $ (.013) $ .010 $ (.023) ========== ========= ========== ========== Weighted average common shares Outstanding - diluted 18,123,822 18,331,858 18,121,533 18,120,194 ========== ========= ========== ========== The accompanying notes are an integral part of these financial statements. 7 PARALLEL PETROLEUM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, --------------------------- 1998 1999 ---------- ---------- Cash flows from operating activities: Net income (loss) $ 253,438 $ (104,527) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation, depletion and amortization 1,994,283 1,860,794 Incomes taxes 124,695 -- Other, net (5,702) (220,145) Changes in assets and liabilities: Decrease in trade receivables (53,602) (79,918) (Increase) decrease in prepaid expenses and other (73,701) 33,492 Decrease in accounts payable and accrued liabilities (1,419,721) (630,230) Increase in current portion of affiliate long-term debt -- 506,250 Increase in subordinated notes payable -- 3,600,000 ----------- ----------- Net cash provided by operating activities 819,690 4,965,716 ----------- ----------- Cash flows from investing activities: Additions to property and equipment (12,953,814) (21,805,401) Proceeds from disposition of property and equipment -- 255,240 ----------- ----------- Net cash used in investing activities (12,953,814) (21,550,161) ----------- ----------- Cash flows from financing activities: Proceeds from the issuance of long-term debt 13,343,000 16,923,750 Payment of long-term debt (7,234,000) -- Proceeds from exercise of options and warrants 53,438 17,188 Stock offering costs (80,851) -- Proceeds from preferred stock issuance 6,000,000 -- Payment of preferred stock dividend (68,000) (316,713) ----------- ----------- Net cash provided by financing activities 12,013,587 16,624,225 ----------- ----------- Net increase (decrease) in cash and cash equivalents (120,537) 39,780 Beginning cash and cash equivalents 597,149 1,178,819 ----------- ----------- Ending cash and cash equivalents $ 476,612 $ 1,218,599 =========== =========== Non-cash financing activities: Accrued preferred stock dividend $ -- $ 24,362 =========== =========== The accompanying notes are an integral part of these financials. 8 PARALLEL PETROLEUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Parallel and, with respect to our consolidated balance sheet as of June 30, 1999, our pro rata share of the assets and liabilities associated with our 22.5% membership interest in First Permian, LLC. First Permian is a Delaware limited liability company formed on June 25, 1999 for the purpose of acquiring a wholly owned, indirect subsidiary of Fina Oil and Chemical Company. See Note 2 to Consolidated Financial Statements. There is no reportable income or expense associated with our interest in First Permian for the current reporting period. In subsequent reporting periods, our statements of operations and cash flows will be consolidated to reflect our pro rata share of the income and expenses of First Permian. The financial information included herein, with the exception of the balance sheet as of December 31, 1998, is unaudited. However, such information includes all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim periods. The results of operations for the interim period are not necessarily indicative of the results to be expected for an entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q Report pursuant to certain rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and notes included in Parallel's 1998 Annual Report and 1998 Form 10-K. NOTE 2. RECENT EVENTS On June 30, 1999, First Permian and a wholly owned, indirect subsidiary of Fina Oil and Chemical Company consummated a cash merger. First Permian was the surviving entity. The transaction was accounted for as a purchase. The assets acquired consisted primarily of producing oil and gas properties located in the Permian Basin of west Texas. After giving effect to purchase price adjustments, First Permian paid to Fina cash in the aggregate amount of approximately $92.0 million. Our proportionate share of the book value of the assets acquired through the cash merger is approximately $20.0 million and is reflected in the June 30, 1999 consolidated balance sheet. First Permian is owned by Parallel, Baytech, Inc., Tejon Exploration Company and Mansefeldt Investment Corporation. Baytech, Tejon and Mansefeldt are privately held oil and gas companies. Parallel and Baytech are the managers of First Permian and each owns a 22.5% membership interest. Tejon Exploration and Mansefeldt Investment each own a 27.5% interest in First Permian. If certain conditions are met regarding the prepayment of $16.0 million aggregate principal amount of subordinated unsecured notes made by First Permian and payable to Tejon and Mansefeldt, the proceeds of which were used to help finance the acquisition, Parallel?s interest in First Permian could increase to 37.5% for a nominal fee per membership unit. The purchase was financed, in part, with the proceeds of the revolving credit facility provided by Bank One, Texas, N.A. to First Permian. On June 30, 1999, Parallel and Baytech entered into a credit agreement with Bank One, Texas, N.A. that established the $110.0 million revolving credit facility. The principal amount of the initial loan from Bank One is $74.0 million. Parallel?s obligation is limited to a guaranty of $10.0 million of the bank borrowings. See Note 3 to Consolidated Financial Statements for further discussion of the credit facility. Additional financing for the cash merger was obtained through subordinated debt borrowings, which included $8.0 million borrowed from Tejon Exploration Company and $8.0 million borrowed from Mansefeldt Investment. The terms of the subordinated debt and the effect on Parallel?s balance sheet are discussed in Note 4 to Consolidated Financial statements. 9 The following unaudited pro forma results of operations for the six months ended June 30, 1999 and 1998 give effect to the acquisition as if it had occurred at the beginning of fiscal 1998. Six Months Ended June 30, ---------------------------- 1999 1998 ---- ---- Oil and gas revenues $ 6,247,719 $ 7,071,171 Income (loss) before income taxes (727,976) 46,778 Net income (loss) (480,465) 30,873 Net loss available to common shareholders (797,176) (37,127) Net loss per common share Basic $ (.044) $ (.002) Diluted $ (.044) $ (.002) NOTE 3. LONG TERM DEBT Our long term debt at June 30, 1999 consisted of the following: Revolving credit facility note payable to bank at the bank's base lending rate plus .25% (8.0% at June 30, 1999) $18,815,889 Affiliate debt: Parallel's proportionate share (22.5%) of the First Permian, LLC revolving credit facility note payable to bank at bank?s base lending rate plus 1.5% (9.25% at June 30, 1999) 16,650,000 ----------- $35,465,889 Less: Parallel?s proportionate share of current maturities of affiliate debt 506,250 ----------- Total long term debt $34,959,639 =========== Scheduled maturities of Parallel's debt and our proportionate share of affiliate's debt at June 30, 1999 are as follows: 2000 $ 506,250 2001 19,490,889 2002 15,468,750 ----------- $35,465,889 =========== Revolving Credit Facility. At June 30, 1999, Parallel was a party to a loan agreement with Bank One, Texas, N.A. Under terms of the loan agreement, we may borrow up to the lesser of $30,000,000 or the ?borrowing base? then in effect. The borrowing base in effect at June 30, 1999 was $18,815,889 (the Revolving Facility). The borrowing base was subject to reduction by a monthly commitment reduction of $380,000. However, effective March 23, 1999, the monthly commitment reduction was suspended by the bank until May 1, 1999 at which time the 10 borrowing base and monthly commitment reduction were scheduled for redetermination. The loan agreement provides for a redetermination of the borrowing base and monthly commitment reduction every six months on April 1 and October 1 of each year or at such other times as the bank elects. As of the date of this Form 10-Q Report, we had not received notice from the bank of the redetermined borrowing base or monthly reduction amount. At June 30, 1999, we had borrowed all the funds currently available under the Revolving Facility. All indebtedness under the Revolving Facility matures July 1, 2001. The loan is secured by substantially all of our oil and gas properties. Commitment fees of .25% per annum on the difference between the commitment and the average daily amount outstanding are due quarterly. The unpaid principal balance of the Revolving Facility bears interest at our election at a rate equal to (i) the bank?s base lending rate plus .25% or (ii) the bank's Eurodollar rate plus a margin of 2.5%. Interest under the Revolving Facility is due and payable monthly. At June 30, 1999, the interest rate was the bank?s base rate plus .25% or 8.0%. The loan agreement contains various restrictive covenants and compliance requirements, which include (1) maintenance of certain financial ratios, (2) limiting the incurrence of additional indebtedness, (3) prohibiting payment of dividends on common stock, and (4) prohibiting the payment of dividends on preferred stock when an event of default under the loan agreement is in existence. At June 30, 1999 we were in default under our loan agreement for events of noncompliance with certain covenants of the loan agreement. We have obtained a waiver of the default from our bank lender. Long Term Debt of Affiliate. On June 30, 1999, Parallel, Baytech and First Permian entered into a credit agreement with Bank One, Texas, N.A. that established a $110.0 million revolving credit facility to finance, in part, the merger of a wholly owned, indirect subsidiary of Fina Oil and Chemical Company into First Permian. The principal amount of the initial loan from Bank One was $74.0 million. Under terms of the credit agreement, dated June 30, 1999, as of August 12, 1999, the principal amount outstanding under the revolving credit facility bears interest, at First Permian?s election, at Bank One?s base rate plus 1.50% or the Eurodollar rate plus 4.50% until such time that subordinated debt in the principal amount of $16.0 million has been paid in full. See Note 4 to Consolidated Financial Statements. When these subordinated unsecured loans have been paid in full, the revolving credit facility will bear interest at Bank One?s base rate or the Eurodollar rate plus 2.50%. The credit facility provides for revolving loans subject to a borrowing base and a monthly commitment reduction. The initial borrowing base is $74.0 million and the initial monthly commitment reduction amount is $250,000. The monthly commitment reduction commences on October 1, 1999 and continues with a like reduction on the first day of each following month. The borrowing base and the monthly commitment reduction amount may be redetermined by the bank on January 1 and July 1 of each year or at other times requested by First Permian. All outstanding principal under the revolving credit facility is due and payable on July 1, 2002. Interest is payable on the last day of each month. The loan is secured by substantially all of the oil and gas properties First Permian acquired from Fina Oil and Chemical Company. Parallel and Baytech each guaranteed $10.0 million of the loans from Bank One. Our proportionate share of First Permian?s long term debt is $16,650,000. NOTE 4. AFFILIATE SUBORDINATED UNSECURED LOANS In addition to the $74.0 million loan from Bank One, First Permian borrowed $8.0 million from Tejon Exploration Company and $8.0 million from Mansefeldt Investment Corporation to help finance the acquisition of oil and gas properties from Fina Oil and Chemical Company. Under terms of an Intercreditor Agreement, dated June 30, 1999, the loans made by Tejon and Mansefeldt are unsecured and subordinate in all respects to the senior loans made by Bank One. Each loan requires a principal payment of $2.5 million on December 31, 1999 and $5.5 million on June 30, 2000. Principal payments on the subordinated loans are subject to certain restrictions. Our proportionate share of the subordinated debt is $3.6 million and is reflected on our June 30, 1999 balance sheet as subordinated notes payable. NOTE 5. PREFERRED STOCK We have outstanding 974,500 shares of 6% Convertible Preferred Stock, $0.10 par value per share. Cumulative annual dividends of $0.60 per share are payable semi-annually on June 15 and December 15 of each year. Each share of Preferred Stock may be converted, at the option of the holder, into 2.8571 shares of 11 common stock at an initial conversion price of $3.50 per share, subject to adjustment in certain events. The preferred stock has a liquidation preference of $10 per share and has no voting rights, except as required by law. We may redeem the preferred stock, in whole or part, after October 20, 1999, for $10 per share plus accrued and unpaid dividends. NOTE 6: FULL COST CEILING TEST We use the full cost method to account for our oil and gas producing activities. Under the full cost method of accounting, the net book value of oil and gas properties, less related deferred income taxes, may not exceed a calculated ?ceiling.? The ceiling limitation is the discounted estimated after-tax future net revenues from proved oil and gas properties. In calculating future net revenues, current prices and costs are generally held constant indefinitely. The net book value, less relate deferred income taxes, is compared to the ceiling on a quarterly and annual basis. Any excess of the net book value, less related deferred income taxes, is generally written off as an expense. Under rules and regulations of the SEC, the excess above the ceiling is not written off if, subsequent to the end of the quarter or year but prior to the release of the financial results, prices increased sufficiently such that an excess above the ceiling would not have existed if the increased prices were used in the calculations. During the fourth quarter of 1998, we recognized a non-cash impairment charge of $15.0 million, or $12.0 million net of tax, related to our oil and gas reserves and unproved properties. The impairment of oil and gas assets was primarily the result of the effect of significantly lower oil and natural gas prices on both proved and unproved oil and gas properties. At June 30, 1999, our net book value of oil and gas, less related deferred income taxes, was below the calculated ceiling. As a result, we were not required to record a reduction of our oil and gas properties under the full cost method of accounting. NOTE 7. NET INCOME PER COMMON SHARE In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("FAS 128"). FAS 128 replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed similarly to the previously reported fully diluted earnings per share and reflects the assumed conversion of all potentially dilutive securities. THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ------------------------ 1998 1999 1998 1999 ------------ ----------- ----------- ----------- Basic EPS Computation: Numerator - Net income (loss) $ 180,613 $ (94,244) $ 253,438 (104,527) Preferred stock dividend (68,000) (146,175) (68,000) 316,713) ---------- ---------- ---------- ---------- Net income (loss) available to common stockholders 112,613 (240,419) 185,438 (421,240) =========== ========== ========== ========== Denominator - Weighted average common shares outstanding 18,123,822 18,331,858 18,121,533 18,120,194 ----------- ----------- ---------- ---------- Basic earnings (loss) per share $.006 $ (.013) $ .010 $(.023) =========== ========== ========== ========== Diluted EPS Computation Numerator - Net income (loss) $ 180,613 $ (94,244) $ 253,438 $ (104,527) Preferred stock dividends (68,000) (146,175) (68,000) (316,713) ---------- ---------- ---------- ---------- Net income (loss) available to common stockholders 112,613 (240,419) 185,438 (421,240) =========== ========== ========== ========== Denominator - Weighted average common shares outstanding 18,123,822 18,331,858 18,121,533 18,120,194 Diluted earnings (loss) per share $ .006 $ (.013) $ (.010) $(.023) ========== ========== ========== ========== Employee stock options to purchase shares of common stock and convertible preferred stock were outstanding during the six-month period ended June 30, 1999 12 but were not included in the computation of diluted net loss per share because either (i) the employee stock options? exercise price was greater than the average market price of the common stock of Parallel, (ii) the effect of the assumed conversion of Parallel's preferred stock to common stock would be antidilutive, or (iii) Parallel had net loss from continuing operations and, therefore, the effect would be antidilutive. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our major market risk exposure is in the pricing applicable to our oil and natural gas production. Realized pricing is primarily driven by the prevailing domestic price for crude oil and spot prices applicable to the region in which we produce natural gas. Historically, prices received for oil and gas production have been volatile and unpredictable. Effective July 1, 1999, a portion of the future crude oil production associated with our membership interest in First Permian was hedged against price risks through the use of swap contracts. Settlements of gains and losses on price swap contracts are realized monthly, generally based upon the difference between the contract price and the average closing NYMEX price and are reported as a component of oil and gas revenues and operating cash flows in the period realized. There were no gains or losses at June 30, 1999. While the use of these price risk management arrangements limits the downside risk of adverse price movements, it may also limit future revenues from favorable price movements. These hedging activities will be conducted with major financial or commodities trading institutions that management believes entail acceptable levels of market and credit risks. The following table sets forth our pro rata share of First Permian's outstanding oil hedge contracts, which were effective at July 1, 1999. At June 30, 1999, we did not have any hedging contracts in place. Type Volume/Month Term Price Commodity - ---- ------------ ---- ----- --------- Swap 22,500 barrels 7/1/99 - 12/31/99 $19.02 WTI NYMEX Swap 21,600 barrels 1/1/00 - 12/31/00 $18.07 WTI NYMEX Swap 20,475 barrels 1/1/01 - 6/30/01 $17.70 WTI NYMEX Commodity Swap 11,250 barrels 8/1/99 - 12/31/99 $1.28 Differential between Platts WTI /Platts WTS Commodity Swap 11,250 barrels 8/1/99 - 12/31/99 $1.24 Differential between Platts WTI /Platts WTS Our only financial instrument sensitive to changes in interest rates is bank debt. Our annual interest costs in 1999 will fluctuate based on short-term interest rates. As the interest rate is variable and reflects current market conditions, the carrying value approximates the fair value. The following table shows principal cash flows and related weighted average interest rates by expected maturity dates. Weighted average interest rates for the secured revolving facility were determined using weighted average interest paid and accrued in December 1998. Weighted average interest rates for the non-recourse affiliate debt were determined using the interest rate in effect on June 30, 1999, the date of the Fina property acquisition. Value 1999 2000 2001 2002 Total Fair Value - -------------------------------------------------------------------------------------------------------- (in 000's, except interest rates) Variable rate debt Revolving facility (secured) - - $18,816 - $18,816 $18,816 Average interest rate 7.50% 7.50% 7.50% $506 $675 $15,469 $16,650 $16,650 Affiliate debt Average interest rate 9.25% 9.25% 9.25% 13 SIGNATURES 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. PARALLEL PETROLEUM CORPORATION BY: /s/ THOMAS R. CAMBRIDGE Date: January 19, 2000 ------------------------------------ Thomas R. Cambridge Chairman of the Board of Directors and Chief Executive Officer Date: January 19, 2000 BY: /s/ LARRY C. OLDHAM ------------------------------------ Larry C. Oldham, President (Principal Financial Officer)