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. 33-26097-05 PARKER & PARSLEY 90-A, L.P. (Exact name of Registrant as specified in its charter) Delaware 75-2329245 (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 90-A, L.P. 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 Reporting Schedule Signatures............................................... 13 2 PARKER & PARSLEY 90-A, L.P. (A Delaware Limited Partnership) Part I. Financial Information Item 1. Financial Statements BALANCE SHEETS June 30, December 31, 1999 1998 ----------- ----------- (Unaudited) ASSETS Current assets: Cash $ 108,664 $ 92,210 Accounts receivable - oil and gas sales 67,453 50,121 ---------- ---------- Total current assets 176,117 142,331 ---------- ---------- Oil and gas properties - at cost, based on the successful efforts accounting method 5,070,780 5,076,345 Accumulated depletion (3,898,611) (3,832,899) ---------- ---------- Net oil and gas properties 1,172,169 1,243,446 ---------- ---------- $ 1,348,286 $ 1,385,777 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 17,726 $ 13,101 Partners' capital: Managing general partner 13,387 13,808 Limited partners (6,811 interests) 1,317,173 1,358,868 ---------- ---------- 1,330,560 1,372,676 ---------- ---------- $ 1,348,286 $ 1,385,777 ========== ========== The financial information included as of June 30, 1999 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 90-A, L.P. (A Delaware Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended Six months ended June 30, June 30, --------------------- --------------------- 1999 1998 1999 1998 --------- --------- --------- --------- Revenues: Oil and gas $ 111,127 $ 113,383 $ 195,089 $ 240,589 Interest 1,063 1,500 1,956 3,199 -------- -------- -------- -------- 112,190 114,883 197,045 243,788 -------- -------- -------- -------- Costs and expenses: Oil and gas production 71,921 75,490 132,744 148,593 General and administrative 3,806 7,201 7,264 11,447 Depletion 21,066 34,815 65,712 67,710 -------- -------- -------- -------- 96,793 117,506 205,720 227,750 -------- -------- -------- -------- Net income (loss) $ 15,397 $ (2,623) $ (8,675) $ 16,038 ======== ======== ======== ======== Allocation of net income (loss): Managing general partner $ 154 $ (26) $ (87) $ 160 ======== ======== ======== ======== Limited partners $ 15,243 $ (2,597) $ (8,588) $ 15,878 ======== ======== ======== ======== Net income (loss) per limited partnership interest $ 2.24 $ (.38) $ (1.26) $ 2.33 ======== ======== ======== ======== Distributions per limited partnership interest $ 1.68 $ 6.05 $ 4.86 $ 18.98 ======== ======== ======== ======== 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 90-A, L.P. (A Delaware Limited Partnership) STATEMENT OF PARTNERS' CAPITAL (Unaudited) Managing general Limited partner partners Total --------- ---------- ---------- Balance at January 1, 1999 $ 13,808 $1,358,868 $1,372,676 Distributions (334) (33,107) (33,441) Net loss (87) (8,588) (8,675) -------- --------- --------- Balance at June 30, 1999 $ 13,387 $1,317,173 $1,330,560 ======== ========= ========= 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 90-A, L.P. (A Delaware Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Six months ended June 30, ------------------------- 1999 1998 ---------- ---------- Cash flows from operating activities: Net income (loss) $ (8,675) $ 16,038 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion 65,712 67,710 Changes in assets and liabilities: Accounts receivable (17,332) 30,977 Accounts payable 4,625 8,171 --------- --------- Net cash provided by operating activities 44,330 122,896 --------- --------- Cash flows used in investing activities: Additions to oil and gas properties (1,655) (6,679) Proceeds from asset dispositions 7,220 - --------- --------- Net cash provided by (used in) investing activities 5,565 (6,679) --------- --------- Cash flows used in financing activities: Cash distributions to partners (33,441) (130,571) --------- --------- Net increase (decrease) in cash 16,454 (14,354) Cash at beginning of period 92,210 116,510 --------- --------- Cash at end of period $ 108,664 $ 102,156 ========= ========= 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 90-A, L.P. (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS June 30, 1999 (Unaudited) Note 1. Organization and nature of operations Parker & Parsley 90-A, L.P. (the "Partnership") is a limited partnership organized in 1990 under the laws of the State of Delaware. The Partnership engages primarily in oil and gas development and production in the Spraberry Trend area of West 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 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 19% to $195,089 from $240,589 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, 9,267 barrels of oil, 5,512 barrels of natural gas liquids ("NGLs") and 21,392 mcf of gas were sold, or 18,344 barrel of oil equivalents ("BOEs"). For the six months ended June 30, 7 1998, 11,127 barrels of oil, 5,392 barrels of NGLs and 24,197 mcf of gas were sold, or 20,552 BOEs. The average price received per barrel of oil decreased 6% from $14.16 for the six months ended June 30, 1998 to $13.27 for the same period ended June 30, 1999. The average price received per barrel of NGLs decreased 10% from $7.92 during the six months ended June 30, 1998 to $7.10 for the same period in 1999. The average price received per mcf of gas decreased 8% from $1.67 during the six months ended June 30, 1998 to $1.54 for the same period 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. Costs and Expenses: Total costs and expenses decreased to $205,720 for the six months ended June 30, 1999 as compared to $227,750 for the same period in 1998, a decrease of $22,030, or 10%. This decrease was due to declines in production costs, general and administrative expenses ("G&A") and depletion. Production costs were $132,744 for the six months ended June 30, 1999 and $148,593 for the same period in 1998 resulting in a $15,849 decrease, or 11%. The decrease was primarily due to less well maintenance costs and declines in production taxes and ad valorem 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, 37% from $11,447 for the six months ended June 30, 1998 to $7,264 for the same period in 1999. Depletion was $65,712 for the six months ended June 30, 1999 compared to $67,710 for the same period in 1998, a decrease of $1,998, or 3%. This decrease was primarily the result of a reduction in oil production of 1,860 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 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. Three months ended June 30, 1999 compared with three months ended June 30, 1998 Revenues: The Partnership's oil and gas revenues decreased slightly to $111,127 from $113,383 for the three months ended June 30, 1999 and 1998, respectively. The 8 decrease in revenues resulted from decreases in production and lower average prices received from barrels of NGLs and mcf of gas, offset by a higher average price received per barrel of oil. For the three months ended June 30, 1999, 4,486 barrels of oil, 3,061 barrels of NGLs and 10,259 mcf of gas were sold, or 9,257 BOEs. For the three months ended June 30, 1998, 5,358 barrels of oil, 2,355 barrels of NGLs and 9,423 mcf of gas were sold, or 9,284 BOEs. The average price received per barrel of oil increased $1.54, or 11%, from $13.45 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 decreased 10% from $9.60 during the three months ended June 30, 1998 to $8.62 for the same period in 1999. The average price received per mcf of gas decreased 14% from $1.98 during the three months ended June 30, 1998 to $1.71 for the same period in 1999. Costs and Expenses: Total costs and expenses decreased to $96,793 for the three months ended June 30, 1999 as compared to $117,506 for the same period in 1998, a decrease of $20,713, or 18%. This decrease was due to declines in depletion, production costs and G&A. Production costs were $71,921 for the three months ended June 30, 1999 and $75,490 for the same period in 1998 resulting in a $3,569 decrease, or 5%. The decrease was due to less well maintenance costs and declines in production taxes and ad valorem taxes. During this period, G&A decreased, in aggregate, 47% from $7,201 for the three months ended June 30, 1998 to $3,806 for the same period in 1999. Depletion was $21,066 for the three months ended June 30, 1999 compared to $34,815 for the same period in 1998, a decrease of $13,749, or 39%. 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 decrease in oil production of 872 barrels for the three months ended June 30, 1999 as 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. Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities decreased $78,566 during the six months ended June 30, 1999 from the same period ended June 30, 1998. This decrease was primarily due to a decline in oil and gas sales receipts, offset by declines in production costs and G&A expenses paid. Net Cash Provided by (Used in) Investing Activities The Partnership's principal investing activities during the six months ended June 30, 1999 and 1998 were for expenditures related to oil and gas equipment replacement on various oil and gas properties. 9 Proceeds of $7,220 were recognized during the six months ended June 30, 1999 from equipment credits on active properties. Net Cash Used in Financing Activities Cash was sufficient for the six months ended June 30, 1999 to cover distributions to the partners of $33,441 of which $334 was distributed to the managing general partner and $33,107 to the limited partners. For the same period ended June 30, 1998, cash was sufficient for distributions to the partners of $130,571 of which $1,306 was distributed to the managing general partner and $129,265 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. 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; 10 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 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. 11 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) Form 8-K - none 12 PARKER & PARSLEY 90-A, 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-A, L.P. 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