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 March 31, 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. 33-26097-05 PARKER & PARSLEY 90-B, L.P. (Exact name of Registrant as specified in its charter) Delaware 75-2329287 (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 10 pages. -There are no exhibits- PARKER & PARSLEY 90-B, L.P. (A Delaware Limited Partnership) Part I. Financial Information Item 1. Financial Statements BALANCE SHEETS March 31, December 31, 1996 1995 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents, including interest bearing deposits of $241,737 at March 31 and $288,853 at December 31 $ 248,342 $ 289,053 Accounts receivable - oil and gas sales 340,044 305,505 ----------- ----------- Total current assets 588,386 594,558 Oil and gas properties - at cost, based on the successful efforts accounting method 25,937,831 25,958,413 Accumulated depletion (17,024,663) (16,839,804) ----------- ----------- Net oil and gas properties 8,913,168 9,118,609 ----------- ----------- $ 9,501,554 $ 9,713,167 =========== ============ LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 90,984 $ 196,847 Partners' capital: Limited partners (32,264 interests) 9,316,460 9,421,164 Managing general partner 94,110 95,156 ----------- ----------- 9,410,570 9,516,320 ----------- ----------- $ 9,501,554 $ 9,713,167 =========== =========== 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. 2 PARKER & PARSLEY 90-B, L.P. (A Delaware Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended March 31, 1996 1995 ---------- ---------- Revenues: Oil and gas sales $ 820,083 $ 845,540 Interest income 3,786 3,946 Salvage income from equipment disposals 7,405 - --------- --------- Total revenues 831,274 849,486 Costs and expenses: Production costs 362,247 390,552 General and administrative expenses 24,602 27,851 Depletion 184,859 207,396 Amortization of organization costs - 3,398 --------- --------- Total costs and expenses 571,708 629,197 --------- --------- Net income $ 259,566 $ 220,289 ========= ========= Allocation of net income: Managing general partner $ 2,596 $ 2,237 ========= ========= Limited partners $ 256,970 $ 218,052 ========= ========= Net income per limited partnership interest $ 7.96 $ 6.76 ========= ========= Distributions per limited partnership interest $ 11.21 $ 13.41 ========= ========= 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. 3 PARKER & PARSLEY 90-B, L.P. (A Delaware Limited Partnership) STATEMENTS OF PARTNERS' CAPITAL (Unaudited) Managing general Limited partner partners Total ----------- ------------ ------------ Balance at January 1, 1995 $ 106,047 $ 10,509,618 $ 10,615,665 Distributions (4,370) (432,689) (437,059) Net income 2,237 218,052 220,289 ---------- ----------- ----------- Balance at March 31, 1995 $ 103,914 $ 10,294,981 $ 10,398,895 ========== =========== =========== Balance at January 1, 1996 $ 95,156 $ 9,421,164 $ 9,516,320 Distributions (3,642) (361,674) (365,316) Net income 2,596 256,970 259,566 ---------- ----------- ----------- Balance at March 31, 1996 $ 94,110 $ 9,316,460 $ 9,410,570 ========== =========== =========== 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-B, L.P. (A Delaware Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Three months ended March 31, 1996 1995 ---------- ---------- Cash flows from operating activities: Net income $ 259,566 $ 220,289 Adjustments to reconcile net income to net cash provided by operating activities: Depletion and amortization 184,859 210,794 Salvage income from equipment disposals (7,405) - Changes in assets and liabilities: Increase in accounts receivable (34,539) (23,284) Increase (decrease) in accounts payable (76,963) 32,494 --------- --------- Net cash provided by operating activities 325,518 440,293 Cash flows from investing activities: Additions to oil and gas properties (8,318) (4,655) Proceeds from salvage income on equipment disposals 7,405 - --------- --------- Net cash used in investing activities (913) (4,655) Cash flows from financing activities: Cash distributions to partners (365,316) (437,059) ---------- --------- Net decrease in cash and cash equivalents (40,711) (1,421) Cash and cash equivalents at beginning of period 289,053 180,890 --------- --------- Cash and cash equivalents at end of period $ 248,342 $ 179,469 ========= ========= 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-B, L.P. (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS March 31, 1996 (Unaudited) NOTE 1. Parker & Parsley 90-B, L.P. (the "Registrant") is a limited partnership organized in 1990 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 unaudited financial statements as of March 31, 1996 the Registrant 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. However, these interim results are not necessarily indicative of results for a full year. 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) The Registrant was formed October 5, 1990. On January 1, 1995, Parker & Parsley Development L.P. ("PPDLP"), a Texas limited partnership, became the sole managing general partner of the Registrant, by acquiring the rights and assuming the obligations of Parker & Parsley Development Company ("PPDC"). PPDLP acquired PPDC's rights and obligations as managing general partner of the Registrant in connection with the merger of PPDC, P&P Producing, Inc. and Spraberry Development Corporation into MidPar L.P., which survived the merger with a change of name to PPDLP. PPDLP has the power and authority to manage, control and administer all Registrant affairs. The limited partners contributed $32,264,000 representing 32,264 interests ($1,000 per interest) sold to a total of 2,248 limited partners. Since its formation, the Registrant invested $26,117,105 in various prospects that were drilled in Texas. One well was plugged and abandoned in 1995 due to uneconomical operations. At March 31, 1996, the Registrant had 103 producing oil and gas wells. 6 Results of Operations Revenues: The Registrant's oil and gas revenues decreased to $820,083 from $845,540 for the three months ended March 31, 1996 and 1995, respectively, a decrease of 3%. The decrease in revenues was the result of a 13% decline in barrels of oil produced and sold and a 14% decline in mcf of gas produced and sold, offset by an 11% increase in the average price received per barrel of oil and a 15% increase in the average price received per mcf of gas. For the three months ended March 31, 1996, 32,906 barrels of oil were sold compared to 37,896 for the same period in 1995, a decrease of 4,990 barrels. For the three months ended March 31, 1996, 86,144 mcf of gas were sold compared to 99,844 for the same period in 1995, a decrease of 13,700 mcf. Because of the decline characteristics of the Registrant's oil and gas properties, 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 $1.85 from $17.19 for the three months ended March 31, 1995 to $19.04 for the same period in 1996 while the average price received per mcf of gas increased from $1.95 for the three months ended March 31, 1995 to $2.25 for the same period 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 three months ended March 31, 1996. Salvage income totaling $7,405 was received during the three months ended March 31, 1996, attributable to credits received from the disposal of oil and gas equipment on one well that was plugged and abandoned in a prior year. Costs and Expenses: Total costs and expenses decreased to $571,708 for the three months ended March 31, 1996 as compared to $629,197 for the same period in 1995, a decrease of $57,849, or 9%. The decrease was due to declines in production costs, general and administrative expenses ("G&A"), depletion and amortization of organization costs. Production costs were $362,247 for the three months ended March 31, 1996 and $390,552 for the same period in 1995, resulting in a $28,305 decrease, or 7%. The decrease was due to declines in well repair and maintenance costs and ad valorem taxes. G&A's components are independent accounting and engineering fees, computer services, postage and managing general partner personnel costs. During this period, G&A decreased, in aggregate, 12% from $27,851 for the three months ended March 31, 1995 to $24,602 for the same period in 1996. The Partnership agreement limits G&A to 3% of the gross oil and gas revenues. Depletion was $184,859 for the three months ended March 31, 1996 compared to $207,396 for the same period in 1995. This represented a decrease of $22,537, or 7 11%, primarily attributable to the adoption of the provisions of Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" effective for the fourth quarter of 1995 and the reduction of net depletable basis resulting from the charge taken upon such adoption. Depletion was computed property-by-property utilizing the unit-of-production method based upon the dominant mineral produced, generally oil. Oil production decreased 4,990 barrels for the three months ended March 31, 1996 from the same period in 1995, while oil reserves of barrels were revised downward by 213,660 barrels, or 11%. Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities decreased to $325,518 for the three months ended March 31, 1996, a 26% decrease from the same period ended March 31, 1995. This decrease resulted from a decline in oil and gas sales receipts and an increase in expenditures for production costs. The decline in oil and gas sales receipts was attributable to production declines for both oil and gas. Additional well repair and maintenance costs contributed to the increase in production cost expenditures. Net Cash Used in Investing Activities The Registrant's investing activities for the three months ended March 31, 1996 and 1995, respectively, included $8,318 and $4,655 in expenditures related to repair and maintenance activity on various oil and gas properties. Proceeds of $7,405 from salvage income received during the three months ended March 31, 1996 were derived from the disposal of oil and gas equipment on a property abandoned in a prior year. Net Cash Used in Financing Activities Cash was sufficient for the three months ended March 31, 1996 to cover distributions to the partners of $365,316 of which $361,674 was distributed to the limited partners and $3,642 to the managing general partner. For the same period ended March 31, 1995, cash was sufficient for distributions to the partners of $437,059 of which $432,689 was distributed to the limited partners and $4,370 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. 8 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - none (b Form 8-K - none 9 PARKER & PARSLEY 90-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 90-B, L.P. By: Parker & Parsley Development L.P., Managing General Partner By: Parker & Parsley Petroleum USA, Inc. ("PPUSA"), General Partner Dated: May 14, 1996 By: /s/ Steven L. Beal -------------------------------------- Steven L. Beal, Senior Vice President and Chief Financial Officer of PPUSA 10