UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1999 Commission File No. 33-3353C PARKER & PARSLEY 86-C, LTD. (Exact name of Registrant as specified in its charter) Texas 75-2142283 (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 / / PARKER & PARSLEY 86-C, LTD. TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements Balance Sheets as of June 30, 1999 and December 31, 1998...................................... 3 Statements of Operations for the three and six months ended June 30, 1999 and 1998..................... 4 Statement of Partners' Capital for the six months ended June 30, 1999..................................... 5 Statements of Cash Flows for the six months ended June 30, 1999 and 1998............................ 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.......................... 12 27.1 Financial Data Schedule Signatures................................................ 13 2 PARKER & PARSLEY 86-C, LTD. (A Texas Limited Partnership) Part I. Financial Information Item 1. Financial Statements BALANCE SHEETS June 30, December 31, 1999 1998 ------------ ------------ (Unaudited) ASSETS Current assets: Cash $ 138,310 $ 126,623 Accounts receivable - oil and gas sales 142,220 112,233 ----------- ----------- Total current assets 280,530 238,856 ----------- ----------- Oil and gas properties - at cost, based on the successful efforts accounting method 14,568,207 14,568,090 Accumulated depletion (12,861,662) (12,735,835) ----------- ----------- Net oil and gas properties 1,706,545 1,832,255 ----------- ----------- $ 1,987,075 $ 2,071,111 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 41,234 $ 18,095 Partners' capital: Managing general partner 18,151 19,222 Limited partners (19,317 interests) 1,927,690 2,033,794 ----------- ----------- 1,945,841 2,053,016 ----------- ----------- $ 1,987,075 $ 2,071,111 =========== =========== The financial information included as of June 30, 1999 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-C, LTD. (A Texas Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended Six months ended June 30, June 30, ---------------------- ---------------------- 1999 1998 1999 1998 ---------- ---------- ---------- ---------- Revenues: Oil and gas $ 244,884 $ 262,816 $ 435,922 $ 532,019 Interest 1,645 2,249 3,075 5,044 Gain on disposition of assets - 285 - 356 --------- --------- --------- --------- 246,529 265,350 438,997 537,419 --------- --------- --------- --------- Costs and expenses: Oil and gas production 162,895 195,142 344,743 383,272 General and administrative 7,347 7,885 13,078 15,961 Depletion 35,027 66,558 125,827 128,628 Abandoned property - 115 - 650 --------- --------- --------- --------- 205,269 269,700 483,648 528,511 --------- --------- --------- --------- Net income (loss) $ 41,260 $ (4,350) $ (44,651) $ 8,908 ========= ========= ========= ========= Allocation of net income (loss): Managing general partner $ 413 $ (44) $ (446) $ 89 ========= ========= ========= ========= Limited partners $ 40,847 $ (4,306) $ (44,205) $ 8,819 ========= ========= ========= ========= Net income (loss) per limited partnership interest $ 2.11 $ (.22) $ (2.29) $ .46 ========= ========= ========= ========= Distributions per limited partnership interest $ 2.38 $ 3.45 $ 3.20 $ 11.53 ========= ========= ========= ========= 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-C, LTD. (A Texas Limited Partnership) STATEMENT OF PARTNERS' CAPITAL (Unaudited) Managing general Limited partner partners Total --------- ---------- ---------- Balance at January 1, 1999 $ 19,222 $2,033,794 $2,053,016 Distributions (625) (61,899) (62,524) Net loss (446) (44,205) (44,651) -------- --------- --------- Balance at June 30, 1999 $ 18,151 $1,927,690 $1,945,841 ======== ========= ========= 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-C, LTD. (A Texas Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Six months ended June 30, ------------------------ 1999 1998 ---------- ---------- Cash flows from operating activities: Net income (loss) $ (44,651) $ 8,908 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion 125,827 128,628 Gain on disposition of assets - (356) Changes in assets and liabilities: Accounts receivable (29,987) 67,115 Accounts payable 23,139 (8,216) --------- --------- Net cash provided by operating activities 74,328 196,079 --------- --------- Cash flows from investing activities: Additions to oil and gas properties (854) (7,498) Proceeds from asset dispositions 737 356 --------- --------- Net cash used in investing activities (117) (7,142) --------- --------- Cash flows used in financing activities: Cash distributions to partners (62,524) (225,058) --------- --------- Net increase (decrease) in cash 11,687 (36,121) Cash at beginning of period 126,623 163,568 --------- --------- Cash at end of period $ 138,310 $ 127,447 ========= ========= 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-C, LTD. (A Texas Limited Partnership) NOTES TO FINANCIAL STATEMENTS June 30, 1999 (Unaudited) Note 1. Organization and nature of operations Parker & Parsley 86-C, Ltd. (the "Partnership") is a limited partnership organized in 1986 under the laws of the State of Texas. 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. Basis of presentation In the opinion of management, the unaudited financial statements of the Partnership as of June 30, 1999 and for the three and six months ended June 30, 1999 and 1998 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 of operations 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, 1998, as filed with the Securities and Exchange Commission, a copy of which is available upon request by writing to Rich Dealy, Vice President and Chief Accounting Officer, 5205 North O'Connor Boulevard, 1400 Williams Square West, Irving, Texas 75039-3746. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (1) Results of Operations Six months ended June 30, 1999 compared with six months ended June 30, 1998 Revenues: The Partnership's oil and gas revenues decreased 18% to $435,922 from $532,019 for the six months ended June 30, 1999 and 1998, respectively. The decrease in revenues resulted from lower average prices received and a decrease in production. For the six months ended June 30, 1999, 19,850 barrels of oil, 13,581 barrels of natural gas liquids ("NGLs") and 56,238 mcf of gas were sold, or 42,804 barrel of oil equivalents ("BOEs"). For the six months ended June 30, 7 1998, 23,063 barrels of oil, 14,918 barrels of NGLs and 65,777 mcf of gas were sold, or 48,944 BOEs. The average price received per barrel of oil decreased 7% from $14.17 for the six months ended June 30, 1998 to $13.24 for the same period in 1999. The average price received per barrel of NGLs decreased from $7.05 during the six months ended June 30, 1998 to $6.93 for the same period in 1999. The average price received per mcf of gas decreased 8% from $1.52 during the six months ended June 30, 1998 to $1.40 in 1999. 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 six months ended June 30, 1999. The volatility of commodity prices has had, and continues to have, a significant impact on the Partnership's revenues and operating cash flow and could result in additional decreases to the carrying value of the Partnership's oil and gas properties. Gain on disposition of assets of $356 was received during the six months ended June 30, 1998 from the disposal of oil and gas equipment on fully depleted wells. Costs and Expenses: Total costs and expenses decreased to $483,648 for the six months ended June 30, 1999 as compared to $528,511 for the same period in 1998, a decrease of $44,863, or 8%. This decrease was due to declines in production costs, general and administrative expenses ("G&A"), depletion and abandoned property costs. Production costs were $344,743 for the six months ended June 30, 1999 and $383,272 for the same period in 1998 resulting in a $38,529 decrease, or 10%. This decrease was due to declines in well maintenance costs and production 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, 18% from $15,961 for the six months ended June 30, 1998 to $13,078 for the same period in 1999. Depletion was $125,827 for the six months ended June 30, 1999 compared to $128,628 for the same period in 1998, a decline of $2,801. This decrease was primarily due to a reduction in oil production of 3,213 barrels for the six months ended June 30, 1999 compared to the same period in 1998, an increase in proved reserves during the period ended June 30, 1999 due to the higher commodity prices and a reduction in the Partnership's net depletable basis from charges taken 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") during the fourth quarter of 1998. Abandoned property costs incurred during the six months ended June 30, 1998 totaled $650. These costs were in association with the plugging and abandonment of one uneconomical well. 8 Three months ended June 30, 1999 compared with three months ended June 30, 1998 Revenues: The Partnership's oil and gas revenues decreased 7% to $244,884 from $262,816 for the three months ended June 30, 1999 and 1998, respectively. The decrease in revenues resulted from declines in production, offset by higher average prices received. For the three months ended June 30, 1999, 9,402 barrels of oil, 7,313 barrels of NGLs and 27,119 mcf of gas were sold, or 21,235 BOEs. For the three months ended June 30, 1998, 11,711 barrels of oil, 7,790 barrels of NGLs and 32,461 mcf of gas were sold, or 24,911 BOEs. The average price received per barrel of oil increased $1.52, or 11%, from $13.47 for the three months ended June 30, 1998 to $14.99 for the same period in 1999. The average price received per barrel of NGLs increased $1.09, or 15%, from $7.24 during the three months ended June 30, 1998 to $8.33 for the same period in 1999. The average price received per mcf of gas increased 6% from $1.50 during the three months ended June 30, 1998 to $1.59 in 1999. Gain on disposition of assets of $285 was received during the three months ended June 30, 1998 from the disposal of oil and gas equipment on fully depleted wells. Costs and Expenses: Total costs and expenses decreased to $205,269 for the three months ended June 30, 1999 as compared to $269,700 for the same period in 1998, a decrease of $64,431, or 24%. This decrease was due to declines in production costs, depletion, G&A and abandoned property costs. Production costs were $162,895 for the three months ended June 30, 1999 and $195,142 for the same period in 1998 resulting in a $32,247 decrease, or 17%. This decrease was due to declines in well maintenance costs and production taxes, offset by an increase in ad valorem taxes. During this period, G&A decreased, in aggregate, 7% from $7,885 for the three months ended June 30, 1998 to $7,347 for the same period in 1999. Depletion was $35,027 for the three months ended June 30, 1999 compared to $66,558 for the same period in 1998. This represented a decrease in depletion of $31,531, or 47%. This decrease was primarily attributable to an increase in proved reserves during the period ended June 30, 1999 as a result of higher commodity prices, a reduction in oil production of 2,308 barrels for the three months ended June 30, 1999 compared to the same period in 1998 and a reduction in the Partnership's net depletable basis from charges taken in accordance with SFAS 121 during the fourth quarter of 1998. Abandoned property costs during the three months ended June 30, 1998 totaled $115. These costs were incurred in association with the plugging and abandonment of one uneconomical well. 9 Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities decreased $121,751 during the six months ended June 30, 1999 from the same period ended June 30, 1998. This decrease was primarily due to declines in oil and gas receipts, offset by declines in G&A expenses and production costs paid. Net Cash Used in Investing Activities The Partnership's investing activities during the six months ended June 30, 1999 and 1998 were related to expenditures for equipment replacement on various oil and gas properties. Proceeds from asset dispositions of $737 were received during the six months ended June 30, 1999 from equipment credits received on active properties. Proceeds of $356 were received during the same period in 1998 from the sale of oil and gas equipment on fully depleted wells. Net Cash Used in Financing Activities Cash was sufficient for the six months ended June 30, 1999 to cover distributions to the partners of $62,524 of which $625 was distributed to the managing general partner and $61,899 to the limited partners. For the same period ended June 30, 1998, cash was sufficient for distributions to the partners of $225,058 of which $2,251 was distributed to the managing general partner and $222,807 to the limited partners. From the third quarter of 1997 through the first quarter of 1999, there was a declining trend in oil and gas levels. During the first quarter of 1999, the Organization of Petroleum Exporting Countries and certain other crude oil exporting nations announced reductions in their planned export volumes. These announcements, together with early indications that the nations have initiated their planned reductions, have had some stabilizing effect on commodity prices during the latter part of the first quarter of 1999 and into August 1999. However, no assurances can be given that the stabilizing effect of these actions, or the planned reductions in export volumes, will be sustained for an extended period of time. Year 2000 Project Readiness Historically, many computer programs have been developed that use only the last two digits in a date to refer to a year. As the year 2000 nears, the inability of such computer programs and embedded technologies to distinguish between "1900" and "2000" has given rise to the "Year 2000" problem. Theoretically, such computer programs and related technology could fail outright, or communicate inaccurate data, if not remediated or replaced. With the proliferation of electronic data interchange, the Year 2000 problem represents a significant exposure to the entire global community, the full extent of which cannot be accurately assessed. 10 In proactive response to the Year 2000 problem, the managing general partner established a "Year 2000" project to assess, to the extent possible, the Partnership's and the managing general partner's internal Year 2000 problem; to take remedial actions necessary to minimize the Year 2000 risk exposure to the managing general partner and significant third parties with whom it has data interchange; and, to test its systems and processes once remedial actions have been taken. The managing general partner has contracted with IBM Global Services to perform the assessment and remedial phases of its Year 2000 project. As of June 30, 1999, the managing general partner estimates that the assessment phase is approximately 99% complete and has included, but is not limited to, the following procedures: o the identification of necessary remediation, upgrade and/or replacement of existing information technology applications and systems; o the assessment of non-information technology exposures, such as telecommunications systems, security systems, elevators and process control equipment; o the initiation of inquiry and dialogue with significant third party business partners, customers and suppliers in an effort to understand and assess their Year 2000 problems, readiness and potential impact on the managing general partner and its Year 2000 problem; o the implementation of processes designed to reduce the risk of reintroduction of Year 2000 problems into the managing general partner's systems and business processes; and, o the formulation of contingency plans for mission-critical information technology systems. Through June 30, 1999, the managing general partner had distributed Year 2000 problem inquiries to over 500 entities and has received responses to approximately 52% of the inquiries. The remedial phase of the managing general partner's Year 2000 project is in varying stages of completion as it pertains to the remediation of information technology and non-information technology applications and systems in the United States, Canada and Argentina. As of June 30, 1999, the managing general partner estimates that the remedial phase is approximately 83% complete, on a worldwide basis, subject to continuing evaluations of the responses to third party inquiries and to the testing phase results. The remedial phase has included the upgrade and/or replacement of certain application and hardware systems. The managing general partner has upgraded its Artesia general ledger accounting systems through remedial coding and has completed the testing of the system for Year 2000 compliance. The remediation of non-information technology is expected to be completed by October 1999. The managing general partner's Year 2000 remedial actions have not delayed other information technology projects or upgrades. The testing phase of the managing general partner's Year 2000 project is on schedule. The managing general partner expects to complete the testing of 11 information technology systems by October 1999. The testing of the non-information technology remediation is scheduled to be completed by the end of November 1999. The managing general partner expects that its total costs related to the Year 2000 problem will approximate $3.6 million, of which approximately $500 thousand will have been incurred to replace non-compliant information technology systems. As of June 30, 1999, the managing general partner's total costs incurred on the Year 2000 problem were $2.3 million, of which approximately $200 thousand were incurred to replace non-compliant systems. The risks associated with the Year 2000 problem are significant. A failure to remedy a critical Year 2000 problem could have a materially adverse affect on the Partnership's results of operations and financial condition. The most likely worst case scenario which may be encountered as a result of a Year 2000 problem could include information and non-information system failures, the receipt or transmission of erroneous data, lost data or a combination of similar problems of a magnitude that cannot be accurately assessed at this time. In the business continuity and contingency planning phase of the managing general partner's Year 2000 project, contingency plans were designed to mitigate the exposures to mission critical information technology systems, such as oil and gas sales receipts, vendor and royalty cash distributions, debt compliance, accounting, and employee compensation. Such contingency plans anticipate the extensive utilization of third-party data processing services, personal computer applications and the substitution of courier and mail services in place of electronic data interchange. Given the uncertainties regarding the scope of the Year 2000 problem and the compliance of significant third parties, there can be no assurance that contingency plans will have anticipated all Year 2000 scenarios. - --------------- (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 27.1 Financial Data Schedule (b) Reports on Form 8-K - none 12 PARKER & PARSLEY 86-C, 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-C, LTD. By: Pioneer Natural Resources USA, Inc. Managing General Partner Dated: August 6, 1999 By: /s/ Rich Dealy ---------------------------------------- Rich Dealy, Vice President and Chief Accounting Officer 13