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 September 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 September 30, 2000 and December 31, 1999...................................... 3 Statements of Operations for the three and nine months ended September 30, 2000 and 1999................ 4 Statement of Partners' Capital for the nine months ended September 30, 2000................................ 5 Statements of Cash Flows for the nine months ended September 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 September 30, December 31, 2000 1999 ------------ ----------- (Unaudited) ASSETS Current assets: Cash $ 122,448 $ 107,295 Accounts receivable - oil and gas sales 111,038 79,853 ---------- ---------- Total current assets 233,486 187,148 ---------- ---------- Oil and gas properties - at cost, based on the successful efforts accounting method 5,791,530 5,775,729 Accumulated depletion (4,987,271) (4,948,614) ---------- ---------- Net oil and gas properties 804,259 827,115 ---------- ---------- $ 1,037,745 $ 1,014,263 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 30,298 $ 16,718 Partners' capital: Managing general partner 10,044 9,945 Limited partners (7,531 interests) 997,403 987,600 ---------- ---------- 1,007,447 997,545 ---------- ---------- $ 1,037,745 $ 1,014,263 ========== ========== The financial information included as of September 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 Nine months ended September 30, September 30, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Revenues: Oil and gas $ 256,283 $ 154,893 $ 671,181 $ 353,470 Interest 2,546 1,147 5,989 2,629 -------- -------- -------- -------- 258,829 156,040 677,170 356,099 -------- -------- -------- -------- Costs and expenses: Oil and gas production 84,096 65,985 245,244 220,544 General and administrative 8,742 6,341 21,832 13,426 Depletion 12,341 15,793 38,657 72,283 -------- -------- -------- -------- 105,179 88,119 305,733 306,253 -------- -------- -------- -------- Net income $ 153,650 $ 67,921 $ 371,437 $ 49,846 ======== ======== ======== ======== Allocation of net income: Managing general partner $ 1,536 $ 679 $ 3,714 $ 498 ======== ======== ======== ======== Limited partners $ 152,114 $ 67,242 $ 367,723 $ 49,348 ======== ======== ======== ======== Net income per limited partnership interest $ 20.20 $ 8.93 $ 48.83 $ 6.55 ======== ======== ======== ======== 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 (3,615) (357,920) (361,535) Net income 3,714 367,723 371,437 -------- --------- --------- Balance at September 30, 2000 $ 10,044 $ 997,403 $1,007,447 ======== ========= ========= 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) Nine months ended September 30, ------------------------ 2000 1999 ---------- ---------- Cash flows from operating activities: Net income $ 371,437 $ 49,846 Adjustments to reconcile net income to net cash provided by operating activities: Depletion 38,657 72,283 Changes in assets and liabilities: Accounts receivable (31,185) (34,960) Accounts payable 13,580 11,011 --------- --------- Net cash provided by operating activities 392,489 98,180 --------- --------- Cash flows used in investing activities: Additions to oil and gas properties (15,801) (9,700) Cash flows used in financing activities: Cash distributions to partners (361,535) (54,832) --------- --------- Net increase in cash 15,153 33,648 Cash at beginning of period 107,295 66,221 --------- --------- Cash at end of period $ 122,448 $ 99,869 ========= ========= 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 September 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 September 30, 2000 and for the three and nine months ended September 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 September 30, 1999 financial statements to conform to the September 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 Nine months ended September 30, 2000 compared with nine months ended September 30, 1999 Revenues: The Partnership's oil and gas revenues increased 90% to $671,181 for the nine months ended September 30, 2000 as compared to $353,470 for the same period in 1999. The increase in revenues resulted from higher average prices received and 7 an increase in production. For the nine months ended September 30, 2000, 17,723 barrels of oil, 7,280 barrels of natural gas liquids ("NGLs") and 25,305 mcf of gas were sold, or 29,221 barrel of oil equivalents ("BOEs"). For the nine months ended September 30, 1999, 17,502 barrels of oil, 6,463 barrels of NGLs and 21,288 mcf of gas were sold, or 27,513 BOEs. The average price received per barrel of oil increased $13.20, or 87%, from $15.19 for the nine months ended September 30, 1999 to $28.39 for the same period in 2000. The average price received per barrel of NGLs increased $5.95, or 73%, from $8.13 during the nine months ended September 30, 1999 to $14.08 for the same period in 2000. The average price received per mcf of gas increased 57% from $1.65 during the nine months ended September 30, 1999 to $2.59 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 nine months ended September 30, 2000. Costs and Expenses: Total costs and expenses decreased to $305,733 for the nine months ended September 30, 2000 as compared to $306,253 for the same period in 1999, a decrease of $520. 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 $245,244 for the nine months ended September 30, 2000 and $220,544 for the same period in 1999, resulting in an increase of $24,700, or 11%. The increase was primarily due to higher production taxes of $22,689 associated with higher oil and gas prices. 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, 63% from $13,426 for the nine months ended September 30, 1999 to $21,832 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 $38,657 for the nine months ended September 30, 2000 compared to $72,283 for the same period in 1999, representing a decrease of $33,626, or 47%. This decrease was the result of an increase in proved reserves due to higher commodity prices as compared to the same period in 1999, offset by an increase in oil production of 221 barrels for the nine months ended September 30, 2000 compared to the same period in 1999. Three months ended September 30, 2000 compared with three months ended September 30, 1999 Revenues: The Partnership's oil and gas revenues increased 65% to $256,283 for the three months ended September 30, 2000 as compared to $154,893 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 September 30, 2000, 5,764 barrels of oil, 2,853 barrels of NGLs and 11,213 mcf of gas were sold, or 10,486 8 BOEs. For the three months ended September 30, 1999, 5,982 barrels of oil, 2,349 barrels of NGLs and 7,688 mcf of gas were sold, or 9,612 BOEs. The average price received per barrel of oil increased $11.13, or 58%, from $19.17 for the three months ended September 30, 1999 to $30.30 for the same period in 2000. The average price received per barrel of NGLs increased $5.33, or 50%, from $10.74 during the three months ended September 30, 1999 to $16.07 for the same period in 2000. The average price received per mcf of gas increased 64% from $1.94 during the three months ended September 30, 1999 to $3.19 for the same period in 2000. Costs and Expenses: Total costs and expenses increased to $105,179 for the three months ended September 30, 2000 as compared to $88,119 for the same period in 1999, an increase of $17,060, or 19%. This increase was due to increases in production costs and G&A, offset by a decline in depletion. Production costs were $84,096 for the three months ended September 30, 2000 and $65,985 for the same period in 1999, resulting in an $18,111 increase, or 27%. The increase was primarily due to higher production taxes of $8,518 associated with higher oil and gas prices and additional well maintenance costs incurred to stimulate well production of $4,440. During this period, G&A increased, in aggregate, 38% from $6,341 for the three months ended September 30, 1999 to $8,742 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 $12,341 for the three months ended September 30, 2000 compared to $15,793 for the same period in 1999, representing a decrease of $3,452, or 22%. This decrease was primarily attributable to an increase in proved reserves as a result of higher commodity prices and a decline in oil production of 218 barrels when compared to the respective information for the same period in 1999. Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities increased $294,309 during the nine months ended September 30, 2000 from the same period ended September 30, 1999. This increase was due to an increase in oil and gas sales receipts of $324,846, offset by increases in production costs paid of $21,119 and G&A expenses paid of $9,418. Net Cash Used in Investing Activities The Partnership's investing activities during the nine months ended September 30, 2000 and 1999 were for expenditures related to equipment upgrades on various oil and gas properties. 9 Net Cash Used in Financing Activities For the nine months ended September 30, 2000, cash distributions to the partners were $361,535, of which $3,615 was distributed to the managing general partner and $357,920 to the limited partners. For the same period ended September 30, 1999, cash distributions to the partners were $54,832, of which $548 was distributed to the managing general partner and $54,284 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) Reports on 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: November 8, 2000 By: /s/ Rich Dealy --------------------------------- Rich Dealy, Vice President and Chief Accounting Officer 11