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, 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. 33-19659-02 PARKER & PARSLEY 88-B, L.P. (Exact name of Registrant as specified in its charter) Delaware 75-2240121 (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- PARKER & PARSLEY 88-B, L.P. TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements Balance Sheets as of September 30, 1996 and December 31, 1995 ................................. 3 Statements of Operations for the three and nine months ended September 30, 1996 and 1995.............. 4 Statement of Partners' Capital for the nine months ended September 30, 1996.............................. 5 Statements of Cash Flows for the nine months ended September 30, 1996 and 1995........................... 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....................................... 10 Signatures.......................................... 11 2 PARKER & PARSLEY 88-B, L.P. (A Delaware Limited Partnership) Part I. Financial Information Item 1. Financial Statements BALANCE SHEETS September 30, December 31, 1996 1995 ----------- ----------- (Unaudited) ASSETS Current assets: Cash and cash equivalents, including interest bearing deposits of $112,405 at September 30 and $125,830 at December 31 $ 159,973 $ 126,330 Accounts receivable - oil and gas sales 118,678 104,938 ---------- ---------- Total current assets 278,651 231,268 ---------- ---------- Oil and gas properties - at cost, based on the successful efforts accounting method 7,108,417 7,114,609 Accumulated depletion (4,531,111) (4,375,388) ---------- ---------- Net oil and gas properties 2,577,306 2,739,221 ---------- ---------- $ 2,855,957 $ 2,970,489 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 42,312 $ 52,562 Partners' capital: Limited partners (8,954 interests) 2,785,540 2,888,779 Managing general partner 28,105 29,148 ---------- ---------- 2,813,645 2,917,927 ---------- ---------- $ 2,855,957 $ 2,970,489 ========== ========== The financial information included as of September 30, 1996 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 88-B, L.P. (A Delaware Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended Nine months ended September 30, September 30, --------------------- --------------------- 1996 1995 1996 1995 --------- --------- --------- --------- Revenues: Oil and gas $ 251,519 $ 212,774 $ 734,451 $ 673,219 Interest 2,250 2,258 5,822 5,972 -------- -------- -------- -------- 253,769 215,032 740,273 679,191 -------- -------- -------- -------- Costs and expenses: Oil and gas production 109,127 100,904 306,417 317,903 General and administrative 7,546 6,354 22,034 20,167 Depletion 46,174 85,333 156,356 261,201 Loss on abandoned property - - 951 - Abandoned property 17 - 348 - -------- -------- -------- ------ 162,864 192,591 486,106 599,271 -------- -------- -------- -------- Net income $ 90,905 $ 22,441 $ 254,167 $ 79,920 ======== ======== ======== ======== Allocation of net income: Managing general partner $ 910 $ 224 $ 2,542 $ 799 ======== ======== ======== ======== Limited partners $ 89,995 $ 22,217 $ 251,625 $ 79,121 ======== ======== ======== ======== Net income per limited partnership interest $ 10.05 $ 2.48 $ 28.10 $ 8.84 ======== ======== ======== ======== Distributions per limited partnership interest $ 14.22 $ 12.02 $ 39.63 $ 38.51 ======== ======== ======== ======== 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 88-B, L.P. (A Delaware Limited Partnership) STATEMENT OF PARTNERS' CAPITAL (Unaudited) Managing general Limited partner partners Total --------- ----------- ----------- Balance at January 1, 1996 $ 29,148 $ 2,888,779 $ 2,917,927 Distributions (3,585) (354,864) (358,449) Net income 2,542 251,625 254,167 -------- ---------- ---------- Balance at September 30, 1996 $ 28,105 $ 2,785,540 $ 2,813,645 ======== ========== ========== 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 88-B, L.P. (A Delaware Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Nine months ended September 30, ---------------------- 1996 1995 --------- --------- Cash flows from operating activities: Net income $ 254,167 $ 79,920 Adjustments to reconcile net income to net cash provided by operating activities: Depletion 156,356 261,201 Loss on abandoned property 951 - Changes in assets and liabilities: (Increase) decrease in accounts receivable (13,740) 17,275 Increase (decrease) in accounts payable (9,489) 17,711 -------- -------- Net cash provided by operating activities 388,245 376,107 -------- -------- Cash flows from investing activities: (Additions) deletions to oil and gas properties 3,805 (8,206) Proceeds from equipment salvage on abandoned property 42 - -------- ------ Net cash provided by (used in) investing activities 3,847 (8,206) -------- -------- Cash flows from financing activities: Cash distributions to partners (358,449) (348,286) -------- -------- Net increase in cash and cash equivalents 33,643 19,615 Cash and cash equivalents at beginning of period 126,330 99,212 -------- -------- Cash and cash equivalents at end of period $ 159,973 $ 118,827 ======== ======== 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 88-B, L.P. (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS September 30, 1996 (Unaudited) Note 1. Parker & Parsley 88-B, L.P. (the "Registrant") is a limited partnership organized in 1988 under the laws of the State of Delaware. 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 September 30, 1996 and for the three and nine months ended September 30, 1996 and 1995 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 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 Nine months ended September 30, 1996 compared with nine months ended September 30, 1995 Revenues: The Registrant's oil and gas revenues increased to $734,451 from $673,219 for the nine months ended September 30, 1996 and 1995, respectively, an increase of 9%. The increase in revenues resulted from higher average prices received per barrel of oil and mcf of gas, offset by a 9% decrease in barrels of oil produced and sold and a 14% decrease in mcf of gas produced and sold. For the nine months ended September 30, 1996, 27,480 barrels of oil were sold compared to 30,297 for the same period in 1995, a decrease of 2,817 barrels. For the nine months ended September 30, 1996, 74,685 mcf of gas were sold compared to 86,576 for the same 7 period in 1995, a decrease of 11,891 mcf. The production volume decreases were due to the decline characteristics of the Registrant's oil and gas properties. Because of these characteristics, management expects a certain amount of decline in production to continue in the future until the Registrant's economically recoverable reserves are fully depleted. The average price received per barrel of oil increased $3.40, or 20%, from $17.25 for the nine months ended September 30, 1995 to $20.65 for the same period in 1996 while the average price received per mcf of gas increased 29% from $1.74 during the nine months ended September 30, 1995 to $2.23 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 nine months ended September 30, 1996. Costs and Expenses: Total costs and expenses decreased to $486,106 for the nine months ended September 30, 1996 as compared to $599,271 for the same period in 1995, a decrease of $113,165, or 19%. This decrease was due to declines in production costs and depletion, offset by increases in general and administrative expenses ("G&A"), loss on abandoned property and abandoned property costs. Production costs were $306,417 for the nine months ended September 30, 1996 and $317,903 for the same period in 1995, resulting in a $11,486 decrease, or 4%. The decrease was primarily due to reductions in well repair and maintenance costs. 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, 9% from $20,167 for the nine months ended September 30, 1995 to $22,034 for the same period in 1996. The Partnership agreement limits G&A to 3% of gross oil and gas revenues. Depletion was $156,356 for the nine months ended September 30, 1996 compared to $261,201 for the same period in 1995, representing a decrease of $104,845, or 40%. This decrease was primarily attributable to the following factors: (i) a reduction in the Registrant's net depletable basis from charges taken in accordance with Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("FAS 121"), (ii) a reduction in oil production of 2,817 barrels for the nine months ended September 30, 1996 as compared to the same period in 1995, and (iii) an increase in oil and gas reserves during the third quarter of 1996 as a result of higher commodity prices. A loss on abandoned property of $951 was recognized during the nine months ended September 30, 1996. This loss resulted from the abandonment of a saltwater disposal well and the write-off of associated capitalized well costs of $993, less proceeds from salvage of equipment of $42. Costs associated with this 8 abandonment totaled $348 during the nine months ended September 30, 1996. There was no abandonment activity during the nine months ended September 30, 1995. Three months ended September 30, 1996 compared with three months ended September 30, 1995 Revenues: The Registrant's oil and gas revenues increased to $251,519 from $212,774 for the three months ended September 30, 1996 and 1995, respectively, an increase of 18%. The increase in revenues resulted from higher average prices received per barrel of oil and mcf of gas, offset by a 7% decrease in barrels of oil produced and sold and a 10% decrease in mcf of gas produced and sold. For the three months ended September 30, 1996, 9,143 barrels of oil were sold compared to 9,832 for the same period in 1995, a decrease of 689 barrels. For the three months ended September 30, 1996, 26,453 mcf of gas were sold compared to 29,534 for the same period in 1995, a decrease of 3,081 mcf. The decreases in oil and gas produced and sold were due to the decline characteristics of the Registrant's oil and gas properties. The average price received per barrel of oil increased $4.88, or 29%, from $16.55 for the three months ended September 30, 1995 to $21.43 for the same period in 1996, while the average price received per mcf of gas increased 24% from $1.69 during the three months ended September 30, 1995 to $2.10 in 1996. Costs and Expenses: Total costs and expenses decreased to $162,864 for the three months ended September 30, 1996 as compared to $192,591 for the same period in 1995, a decrease of $29,727, or 15%. This decrease was due to a decline in depletion, offset by increases in production costs, G&A and abandoned property costs. Production costs were $109,127 for the three months ended September 30, 1996 and $100,904 for the same period in 1995 resulting in a $8,223 increase, or 8%. The increase was primarily due to additional well repair and maintenance costs. 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, 19% from $6,354 for the three months ended September 30, 1995 to $7,546 for the same period in 1996. Depletion was $46,174 for the three months ended September 30, 1996 compared to $85,333 for the same period in 1995, representing a decrease of $39,159, or 46%, primarily attributable to the following factors: (i) a reduction in the Registrant's net depletable basis from charges taken in accordance with FAS 121, (ii) a reduction in oil production of 689 barrels for the three months ended September 30, 1996 as compared to the same period in 1995, and (iii) an increase in oil and gas reserves during the third quarter of 1996 as a result of higher commodity prices. Abandoned property costs of $17 for the three months ended September 30, 1996 resulted from the abandonment of one saltwater disposal well. There was no abandonment activity during the three months ended September 30, 1996. 9 Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities increased $12,138 during the nine months ended September 30, 1996 from the same period ended September 30, 1995. This increase was due to an increase in oil and gas sales, offset by an increase in production costs paid. Net Cash Provided by (Used in) Investing Activities The Registrant's investing activities during the nine months ended September 30, 1996 included $3,805 in proceeds received from the disposal of oil and gas equipment on active properties. The nine months ended September 30, 1995 included expenditures of $8,206 related to equipment replacement on various oil and gas properties. Net Cash Used in Financing Activities Cash was sufficient for the nine months ended September 30, 1996 to cover distributions to the partners of $358,449 of which $354,864 was distributed to the limited partners and $3,585 to the managing general partner. For the same period ended September 30, 1995, cash was sufficient for distributions to the partners of $348,286 of which $344,802 was distributed to the limited partners and $3,484 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. Part II. Other Information None. 10 PARKER & PARSLEY 88-B, 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 88-B, L.P. By: Parker & Parsley Development L.P., Managing General Partner By: Parker & Parsley Petroleum USA, Inc. ("PPUSA"), General Partner Dated: November 11, 1996 By: /s/ Steven L. Beal -------------------------------------- Steven L. Beal, Senior Vice President and Chief Financial Officer of PPUSA 11