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, 2000 Commission File No. 33-26097-10 PARKER & PARSLEY 90-C CONV., L.P. (Exact name of Registrant as specified in its charter) Delaware 75-2347264 ----------------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1400 Williams Square West, 5205 N. O'Connor Blvd., Irving, Texas 75039 - ---------------------------------------------------------------- --------- (Address of principal executive offices) (Zip code) Registrant's Telephone Number, including area code : (972) 444-9001 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-C CONV., L.P. TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements Balance Sheets as of June 30, 2000 and December 31, 1999.................................... 3 Statements of Operations for the three and six months ended June 30, 2000 and 1999................... 4 Statement of Partners' Capital for the six months ended June 30, 2000................................... 5 Statements of Cash Flows for the six months ended June 30, 2000 and 1999................................ 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 27.1 Financial Data Schedule Signatures.............................................. 11 2 PARKER & PARSLEY 90-C CONV., L.P. (A Delaware Limited Partnership) Part I. Financial Information Item 1. Financial Statements BALANCE SHEETS June 30, December 31, 2000 1999 ----------- ----------- (Unaudited) ASSETS Current assets: Cash $ 112,980 $ 107,295 Accounts receivable - oil and gas sales 93,280 79,853 ---------- ---------- Total current assets 206,260 187,148 ---------- ---------- Oil and gas properties - at cost, based on the successful efforts accounting method 5,791,073 5,775,729 Accumulated depletion (4,974,930) (4,948,614) ---------- ---------- Net oil and gas properties 816,143 827,115 ---------- ---------- $ 1,022,403 $ 1,014,263 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 23,967 $ 16,718 Partners' capital: Managing general partner 9,954 9,945 Limited partners (7,531 interests) 988,482 987,600 ---------- ---------- 998,436 997,545 ---------- ---------- $ 1,022,403 $ 1,014,263 ========== ========== The financial information included as of June 30, 2000 has been prepared by the managing general partner without audit by independent public accountants. The accompanying notes are an integral part of these financial statements. 3 PARKER & PARSLEY 90-C CONV., L.P. (A Delaware Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended Six months ended June 30, June 30, --------------------- --------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Revenues: Oil and gas $ 221,187 $ 107,431 $ 414,898 $ 198,577 Interest 1,946 784 3,443 1,482 -------- -------- -------- -------- 223,133 108,215 418,341 200,059 -------- -------- -------- -------- Costs and expenses: Oil and gas production 77,437 85,308 161,148 154,559 General and administrative 7,156 3,635 13,090 7,085 Depletion 12,574 16,722 26,316 56,490 -------- -------- -------- -------- 97,167 105,665 200,554 218,134 -------- -------- -------- -------- Net income (loss) $ 125,966 $ 2,550 $ 217,787 $ (18,075) ======== ======== ======== ======== Allocation of net income (loss): Managing general partner $ 1,260 $ 25 $ 2,178 $ (181) ======== ======== ======== ======== Limited partners $ 124,706 $ 2,525 $ 215,609 $ (17,894) ======== ======== ======== ======== Net income (loss) per limited partnership interest $ 16.56 $ .33 $ 28.63 $ (2.38) ======== ======== ======== ======== The financial information included herein has been prepared by the managing general partner without audit by independent public accountants. The accompanying notes are an integral part of these financial statements. 4 PARKER & PARSLEY 90-C CONV., L.P. (A Delaware Limited Partnership) STATEMENT OF PARTNERS' CAPITAL (Unaudited) Managing general Limited partner partners Total --------- ---------- ---------- Balance at January 1, 2000 $ 9,945 $ 987,600 $ 997,545 Distributions (2,169) (214,727) (216,896) Net income 2,178 215,609 217,787 -------- --------- --------- Balance at June 30, 2000 $ 9,954 $ 988,482 $ 998,436 ======== ========= ========= The financial information included herein has been prepared by the managing general partner without audit by independent public accountants. The accompanying notes are an integral part of these financial statements. 5 PARKER & PARSLEY 90-C CONV., L.P. (A Delaware Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Six months ended June 30, ----------------------- 2000 1999 --------- ---------- Cash flows from operating activities: Net income (loss) $ 217,787 $ (18,075) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion 26,316 56,490 Changes in assets and liabilities: Accounts receivable (13,427) (20,296) Accounts payable 7,249 9,535 -------- --------- Net cash provided by operating activities 237,925 27,654 -------- --------- Cash flows used in investing activities: Additions to oil and gas properties (15,344) (8,231) Cash flows used in financing activities: Cash distributions to partners (216,896) (7,246) -------- --------- Net increase in cash 5,685 12,177 Cash at beginning of period 107,295 66,221 -------- --------- Cash at end of period $ 112,980 $ 78,398 ======== ========= The financial information included herein has been prepared by the managing general partner without audit by independent public accountants. The accompanying notes are an integral part of these financial statements. 6 PARKER & PARSLEY 90-C CONV., L.P. (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS June 30, 2000 (Unaudited) Note 1. Organization and nature of operations Parker & Parsley 90-C Conv., L.P. (the "Partnership") was organized as a general partnership in 1990 under the laws of the State of Texas and was converted to a Delaware limited partnership on August 1, 1991. The Partnership engages 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, 2000 and for the three and six months ended June 30, 2000 and 1999 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 reclassifications may have been made to the June 30, 1999 financial statements to conform to the June 30, 2000 financial statement presentations. Certain information and footnote disclosures 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, 1999, 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, 2000 compared with six months ended June 30, 1999 Revenues: The Partnership's oil and gas revenues increased 109% to $414,898 for the six months ended June 30, 2000 as compared to $198,577 for the same period in 1999. The increase in revenues resulted from higher average prices received and an increase in production. For the six months ended June 30, 2000, 11,959 barrels 7 of oil, 4,427 barrels of natural gas liquids ("NGLs") and 14,092 mcf of gas were sold, or 18,735 barrel of oil equivalents ("BOEs"). For the six months ended June 30, 1999, 11,520 barrels of oil, 4,114 barrels of NGLs and 13,600 mcf of gas were sold, or 17,901 BOEs. The average price received per barrel of oil increased $14.34, or 109%, from $13.12 for the six months ended June 30, 1999 to $27.46 for the same period in 2000. The average price received per barrel of NGLs increased $6.17, or 93%, from $6.63 during the six months ended June 30, 1999 to $12.80 for the same period in 2000. The average price received per mcf of gas increased 43% from $1.48 during the six months ended June 30, 1999 to $2.11 for the same period in 2000. 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, 2000. 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 $200,554 for the six months ended June 30, 2000 as compared to $218,134 for the same period in 1999, a decrease of $17,580, or 8%. This decrease was due to a decline in depletion, offset by increases in production costs and general and administrative expenses ("G&A"). Production costs were $161,148 for the six months ended June 30, 2000 and $154,559 for the same period in 1999, resulting in a $6,589 increase, or 4%. The increase was the result of higher production taxes due to higher oil and gas prices, offset by a decline in well 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 increased, in aggregate, 85% from $7,085 for the six months ended June 30, 1999 to $13,090 for the same period in 2000 primarily due to a higher allocation of the managing general partner's G&A being allocated (limited to 3% of oil and gas revenues) as a result of increased oil and gas revenues. Depletion was $26,316 for the six months ended June 30, 2000 compared to $56,490 for the same period in 1999, a decrease of $30,174, or 53%. This decrease was the result of an increase in proved reserves during the period ended June 30, 2000 due to higher commodity prices, offset by an increase in oil production of 439 barrels for the six months ended June 30, 2000 compared to the same period in 1999. 8 Three months ended June 30, 2000 compared with three months ended June 30, 1999 Revenues: The Partnership's oil and gas revenues increased 106% to $221,187 for the three months ended June 30, 2000 as compared to $107,431 for the same period in 1999. The increase in revenues resulted from higher average prices received and an increase in production. For the three months ended June 30, 2000, 6,157 barrels of oil, 2,484 barrels of NGLs and 7,658 mcf of gas were sold, or 9,917 BOEs. For the three months ended June 30, 1999, 5,499 barrels of oil, 2,209 barrels of NGLs and 6,284 mcf of gas were sold, or 8,755 BOEs. The average price received per barrel of oil increased $13.24, or 91%, from $14.51 for the three months ended June 30, 1999 to $27.75 for the same period in 2000. The average price received per barrels of NGLs increased $4.70, or 59%, from $7.98 during the three months ended June 30, 1999 to $12.68 for the same period in 2000. The average price received per mcf of gas increased 53% from $1.59 during the three months ended June 30, 1999 to $2.44 for the same period in 2000. Costs and Expenses: Total costs and expenses decreased to $97,167 for the three months ended June 30, 2000 as compared to $105,665 for the same period in 1999, a decrease of $8,498, or 8%. This decrease was due to declines in production costs and depletion, offset by an increase in G&A. Production costs were $77,437 for the three months ended June 30, 2000 and $85,308 for the same period in 1999, resulting in a $7,871 decrease, or 9%. The decrease was the result of lower well maintenance costs, offset by higher production taxes due to higher oil and gas prices. During this period, G&A increased, in aggregate, 97% from $3,635 for the three months ended June 30, 1999 to $7,156 for the same period in 2000 primarily due to a higher allocation of the managing general partner's G&A being allocated (limited to 3% of oil and gas revenues) as a result of increased oil and gas revenues. Depletion was $12,574 for the three months ended June 30, 2000 compared to $16,722 for the same period in 1999, a decrease of $4,148, or 25%. This decrease was the result of an increase in proved reserves during the period ended June 30, 2000 as a result of higher commodity prices, offset by an increase in oil production of 658 barrels for the three months ended June 30, 2000 compared to the same period in 1999. Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities increased $210,271 during the six months ended June 30, 2000 from the same period ended June 30, 1999. This increase was due to an increase of $225,151 in oil and gas sales receipts, offset by increases in operating costs paid of $8,251 and G&A expenses paid of $6,629. 9 Net Cash Used in Investing Activities The Partnership's principal investing activities during the six months ended June 30, 2000 and 1999 were for expenditures related to equipment upgrades on various oil and gas properties. Net Cash Used in Financing Activities For the six months ended June 30, 2000, cash distributions to the partners were $216,896, of which $2,169 was distributed to the managing general partner and $214,727 to the limited partners. For the same period ended June 30, 1999, cash distributions to the partners were $7,246, of which $72 was distributed to the managing general partner and $7,174 to the limited partners. - --------------- (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 10 PARKER & PARSLEY 90-C CONV., 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-C CONV., L.P. By: Pioneer Natural Resources USA, Inc., Managing General Partner Dated: August 9, 2000 By: /s/ Rich Dealy ---------------------------- Rich Dealy, Vice President and Chief Accounting Officer 11