UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q / x / Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 or / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission File No. 33-3353A PARKER & PARSLEY 86-A, LTD. (Exact name of Registrant as specified in its charter) Texas 75-2124884 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 303 West Wall, Suite 101, Midland, Texas 79701 (Address of principal executive offices) (Zip code) Registrant's Telephone Number, including area code : (915) 683-4768 Not applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes / x / No / / Page 1 of 11 pages. Exhibit index on page 10. PARKER & PARSLEY 86-A, LTD. TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements Balance Sheets as of September 30, 1997 and December 31, 1996 ..................................... 3 Statements of Operations for the three and nine months ended September 30, 1997 and 1996.................. 4 Statement of Partners' Capital for the nine months ended September 30, 1997.................................. 5 Statements of Cash Flows for the nine months ended September 30, 1997 and 1996............................... 6 Notes to Financial Statements............................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 7 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K............................ 10 27. Financial Data Schedule Signatures.................................................. 11 2 PARKER & PARSLEY 86-A, LTD. (A Texas Limited Partnership) Part I. Financial Information Item 1. Financial Statements BALANCE SHEETS September 30, December 31, 1997 1996 ------------ ----------- (Unaudited) ASSETS Current assets: Cash and cash equivalents, including interest bearing deposits of $105,173 at September 30 and $231,863 at December 31 $ 105,290 $ 232,139 Accounts receivable - oil and gas sales 66,012 121,894 ----------- ---------- Total current assets 171,302 354,033 ----------- ---------- Oil and gas properties - at cost, based on the successful efforts accounting method 7,095,265 7,084,599 Accumulated depletion (5,758,409) (5,634,266) ----------- ---------- Net oil and gas properties 1,336,856 1,450,333 ----------- ---------- $ 1,508,158 $ 1,804,366 =========== ========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 21,293 $ 76,557 Partners' capital: Managing general partner 13,563 15,972 Limited partners (10,131 interests) 1,473,302 1,711,837 ----------- ---------- 1,486,865 1,727,809 ----------- ---------- $ 1,508,158 $ 1,804,366 =========== ========== The financial information included as of September 30, 1997 has been prepared by management without audit by independent public accountants. The accompanying notes are an integral part of these financial statements. 3 PARKER & PARSLEY 86-A, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended Nine months ended September 30, September 30, --------------------- ---------------------- 1997 1996 1997 1996 --------- --------- --------- ---------- Revenues: Oil and gas $ 135,437 $ 179,352 $ 439,462 $ 590,230 Interest 1,839 6,032 6,590 8,670 Litigation settlement - - - 290,690 Gain (loss) on disposition of assets - (4,729) - 172,972 -------- -------- -------- --------- 137,276 180,655 446,052 1,062,562 -------- -------- -------- --------- Costs and expenses: Oil and gas production 105,015 83,832 314,983 319,793 General and administrative 4,063 5,380 13,184 17,706 Depletion 41,170 30,405 124,143 110,678 -------- -------- -------- --------- 150,248 119,617 452,310 448,177 -------- -------- -------- --------- Net income (loss) $ (12,972) $ 61,038 $ (6,258) $ 614,385 ======== ======== ======== ========= Allocation of net income (loss): Managing general partner $ (130) $ 610 $ (63) $ 6,143 ======== ======== ======== ========= Limited partners $ (12,842) $ 60,428 $ (6,195) $ 608,242 ======== ======== ======== ========= Net income (loss) per limited partnership interest $ (1.27) $ 5.97 $ (.61) $ 60.04 ======== ======== ======== ========= Distributions per limited partnership interest $ 4.83 $ 7.46 $ 22.93 $ 52.67 ======== ======== ======== ========= 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 PARKER & PARSLEY 86-A, LTD. (A Texas Limited Partnership) STATEMENT OF PARTNERS' CAPITAL (Unaudited) Managing general Limited partner partners Total --------- ---------- ---------- Balance at January 1, 1997 $ 15,972 $1,711,837 $1,727,809 Distributions (2,346) (232,340) (234,686) Net loss (63) (6,195) (6,258) -------- --------- --------- Balance at September 30, 1997 $ 13,563 $1,473,302 $1,486,865 ======== ========= ========= 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 PARKER & PARSLEY 86-A, LTD. (A Texas Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Nine months ended September 30, ---------------------- 1997 1996 ---------- --------- Cash flows from operating activities: Net income (loss) $ (6,258) $ 614,385 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion 124,143 110,678 Gain on disposition of assets - (172,972) Changes in assets and liabilities: Decrease in accounts receivable 55,882 40,368 Increase (decrease) in accounts payable (56,079) 29,829 -------- -------- Net cash provided by operating activities 117,688 622,288 -------- -------- Cash flows from investing activities: Additions to oil and gas properties (9,851) (2,679) Proceeds from disposition of assets - 411,753 -------- -------- Net cash provided by (used in) investing activities (9,851) 409,074 -------- -------- Cash flows from financing activities: Cash distributions to partners (234,686) (539,008) -------- -------- Net increase (decrease) in cash and cash equivalents (126,849) 492,354 Cash and cash equivalents at beginning of period 232,139 66,625 -------- -------- Cash and cash equivalents at end of period $ 105,290 $ 558,979 ======== ======== The financial information included herein has been prepared by management without audit by independent public accountants. The accompanying notes are an integral part of these financial statements. 6 PARKER & PARSLEY 86-A, LTD. (Texas Limited Partnership) NOTES TO FINANCIAL STATEMENTS September 30, 1997 (Unaudited) Note 1. Basis of presentation In the opinion of management, the unaudited financial statements of Parker & Parsley 86-A, Ltd. (the "Partnership") as of September 30, 1997 and for the three and nine months ended September 30, 1997 and 1996 include all adjustments and accruals consisting only of normal recurring accrual adjustments which are necessary for a fair presentation of the results for the interim period. These interim results are not necessarily indicative of results for a full year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements should be read in conjunction with the financial statements and the notes thereto contained in the Partnership's Report on Form 10-K for the year ended December 31, 1996, as filed with the Securities and Exchange Commission, a copy of which is available upon request by writing to Rich Dealy, Vice President and Controller, 303 West Wall, Suite 101, Midland, Texas 79701. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (1) As of August 8, 1997, Pioneer Natural Resources USA, Inc. ("Pioneer USA") became the general partner of the Partnership. Prior to August 8, 1997, the Partnership's general partner was Parker & Parsley Development L.P. ("PPDLP"), a wholly-owned subsidiary of Parker & Parsley Petroleum Company ("Parker & Parsley"). On August 7, 1997, Parker & Parsley and Mesa Inc. received shareholder approval to merge and create Pioneer Natural Resources Company ("Pioneer"). On August 8, 1997, PPDLP was merged with and into Pioneer USA, a wholly-owned subsidiary of Pioneer, resulting in Pioneer USA becoming the general partner of the Partnership as PPDLP's successor by merger. For a more complete description of the Parker & Parsley and Mesa Inc. merger, see Pioneer's Registration Statement on Form S-4 as filed with the Securities and Exchange Commission. Results of Operations Nine months ended September 30, 1997 compared with nine months ended September 30, 1996 Revenues: The Partnership's oil and gas revenues decreased 26% to $439,462 from $590,230 for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in revenues resulted from declines in barrels of oil and mcf of gas produced and sold and a lower average price 7 received per barrel of oil, offset by an increase in the average price received per mcf of gas. For the nine months ended September 30, 1997, 15,268 barrels of oil were sold compared to 19,905 for the same period in 1996, a decrease of 4,637 barrels, or 23%. Of the decrease, 2,407 barrels, or 12%, was attributable to the sale of four oil and gas wells during 1996. The additional decrease of 11%, or 2,230 barrels, was due to the decline characteristics of the Partnership's oil and gas properties. For the nine months ended September 30, 1997, 61,398 mcf of gas were sold compared to 85,111 for the same period in 1996, a decrease of 23,713 mcf, or 28%. Of the decrease, 10,573 mcf, or 12%, was attributable to the sale of four oil and gas wells during 1996. The additional decrease of 13,140 mcf, or 16%, was due to the decline characteristics of the Partnership's oil and gas properties. Management expects a certain amount of decline in production to continue in the future until the Partnership's economically recoverable reserves are fully depleted. The average price received per barrel of oil decreased $1.01, or 5%, from $20.79 for the nine months ended September 30, 1996 to $19.78 for the same period in 1997, while the average price received per mcf of gas increased 8% from $2.07 for the nine months ended September 30, 1996 to $2.24 in 1997. The market price for oil and gas has been extremely volatile in the past decade, and management expects a certain amount of volatility to continue in the foreseeable future. The Partnership may therefore sell its future oil and gas production at average prices lower or higher than that received during the nine months ended September 30, 1997. On April 29, 1996, Southmark Corporation, the managing general partner and the Partnership entered into a final $7.4 million settlement agreement with Jack N. Price resolving all outstanding litigation between the parties. As a result, all of the pending lawsuits and judgments have been dismissed, the supersedeas bond released, and the Reserve released as collateral. On June 28, 1996, a final distribution was made to the working interest owners of $290,690, which included $287,784, or $28.41 per limited partnership interest, to the Partnership and its partners. The gain on disposition of assets was comprised of salvage income of $14,605 that was received during the nine months ended September 30, 1996 from the disposal of equipment on one fully depleted well. A gain of $158,367 from the sale of four oil and gas wells and four saltwater disposal wells to Costilla Energy, L.L.C. was recognized during the nine months ended September 30, 1996. Costs and Expenses: Total costs and expenses increased to $452,310 for the nine months ended September 30, 1997 as compared to $448,177 for the same period in 1996, an increase of $4,133. This increase was due to an increase in depletion, offset by decreases in production costs and general and administrative expenses ("G&A"). Production costs were $314,983 for the nine months ended September 30, 1997 and $319,793 for the same period in 1996 resulting in a $4,810 decrease. This decrease was primarily the result of a reduction in well repair and maintenance costs and lower production taxes paid due to the decline in oil and gas sales, offset by an increase in workover expenses incurred in an effort to stimulate well production. 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, 26% from $17,706 for the nine months ended September 8 30, 1996 to $13,184 for the same period in 1997. The Partnership agreement limits G&A to 3% of gross oil and gas revenues. Depletion was $124,143 for the nine months ended September 30, 1997 compared to $110,678 for the same period in 1996, representing an increase of $13,465, or 12%. This increase was primarily attributable to a decrease in oil reserves during 1997 as a result of lower commodity prices, offset by a decline in oil production. Three months ended September 30, 1997 compared with three months ended September 30, 1996 Revenues: The Partnership's oil and gas revenues decreased 24% to $135,437 from $179,352 for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in revenues resulted from declines in barrels of oil and mcf of gas produced and sold and a decrease in the average price received per barrel of oil, offset by an increase in the average price received per mcf of gas. For the three months ended September 30, 1997, 5,045 barrels of oil were sold compared to 5,898 for the same period in 1996, a decrease of 853 barrels, or 14%. For the three months ended September 30, 1997, 20,931 mcf of gas were sold compared to 25,689 for the same period in 1996, a decrease of 4,758 mcf, or 19%. The decreases in production were due to the decline characteristics of the Partnership's oil and gas properties. The average price received per barrel of oil decreased $3.49, or 16%, from $21.84 for the three months ended September 30, 1996 to $18.35 for the same period in 1997, while the average price received per mcf of gas increased 4% from $1.97 for the three months ended September 30, 1996 to $2.05 in 1997. Costs and Expenses: Total costs and expenses increased to $150,248 for the three months ended September 30, 1997 as compared to $119,617 for the same period in 1996, an increase of $30,631, or 26%. This increase was due to increases in production costs and depletion, offset by a decrease in G&A. Production costs were $105,015 for the three months ended September 30, 1997 and $83,832 for the same period in 1996 resulting in a $21,183 increase, or 25%. This increase was primarily due to higher well repair and maintenance costs. G&A's components are independent accounting and engineering fees and managing general partner personnel and operating costs. During this period, G&A decreased, in aggregate, 24% from $5,380 for the three months ended September 30, 1996 to $4,063 for the same period in 1997. Depletion was $41,170 for the three months ended September 30, 1997 compared to $30,405 for the same period in 1996, representing an increase of $10,765, or 35%, primarily attributable to a decrease in oil reserves during 1997 as a result of lower commodity prices, offset by a decline in oil production of 853 barrels during the three months ended September 30, 1997 as compared to the same period in 1996. 9 Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities decreased $504,600 during the nine months ended September 30, 1997 from the same period ended September 30, 1996. This decrease was primarily due to the receipt of proceeds from the litigation settlement received in 1996 as discussed in Item 2, a decrease in oil and gas sales receipts and an increase in production and G&A costs paid. Net Cash Provided by (Used in) Investing Activities The Partnership's investing activities during the nine months ended September 30, 1997 and 1996 included expenditures related to equipment replacement on various oil and gas properties. Proceeds from disposition of assets of $411,753, received during the nine months ended September 30, 1996, consisted of $14,605 from the disposal of oil and gas equipment on fully depleted wells and $397,148 from the sale of four oil and gas wells and four saltwater disposal wells. Net Cash Used in Financing Activities Cash was sufficient for the nine months ended September 30, 1997 to cover distributions to the partners of $234,686 of which $2,346 was distributed to the managing general partner and $232,340 to the limited partners. For the same period ended September 30, 1996, cash was sufficient for distributions to the partners of $539,008 of which $5,390 was distributed to the managing general partner and $533,618 to the limited partners. Cash distributions to the partners of $539,008 for the nine months ended September 30, 1996 included $2,906 to the managing general partner and $287,784 to the limited partners, resulting from proceeds received in the litigation settlement as discussed in Item 2. It is expected that future net cash provided by operating activities will be sufficient for any capital expenditures and any distributions. As the production from the properties declines, distributions are also expected to decrease. - --------------- (1) "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contains forward looking statements that involve risks and uncertainties. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward looking statements. Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedule (b) Reports on Form 8-K - none 10 PARKER & PARSLEY 86-A, LTD. (A Texas 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 86-A, LTD. By: Pioneer Natural Resources USA, Inc., Managing General Partner Dated: November 7, 1997 By: /s/ Rich Dealy ---------------------------------------- Rich Dealy, Vice President and Controller 11