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, 1997 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. 33-26097-10 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) 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-C CONV., L.P. TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements Balance Sheets as of March 31, 1997 and December 31, 1996......................................... 3 Statements of Operations for the three months ended March 31, 1997 and 1996............................. 4 Statement of Partners' Capital for the three months ended March 31, 1997...................................... 5 Statements of Cash Flows for the three months ended March 31, 1997 and 1996............................. 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............................ 9 27. Financial Data Schedule Signatures.................................................. 10 2 PARKER & PARSLEY 90-C CONV., L.P. (A Delaware Limited Partnership) Part I. Financial Information Item 1. Financial Statements BALANCE SHEETS March 31, December 31, 1997 1996 ----------- ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents, including interest bearing deposits of $97,428 at March 31 and $79,483 at December 31 $ 97,428 $ 79,564 Accounts receivable - oil and gas sales 80,132 124,287 ---------- ---------- Total current assets 177,560 203,851 ---------- ---------- Oil and gas properties - at cost, based on the successful efforts accounting method 5,747,606 5,744,947 Accumulated depletion (4,313,112) (4,287,671) ---------- ---------- Net oil and gas properties 1,434,494 1,457,276 ---------- ---------- $ 1,612,054 $ 1,661,127 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 19,190 $ 17,442 Partners' capital: Managing general partner 15,898 16,406 Limited partners (7,531 interests) 1,576,966 1,627,279 ---------- ---------- 1,592,864 1,643,685 ---------- ---------- $ 1,612,054 $ 1,661,127 ========== ========== The financial information included as of March 31, 1997 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-C CONV., L.P. (A Delaware Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended March 31, -------------------------- 1997 1996 ----------- ----------- Revenues: Oil and gas $ 188,025 $ 190,916 Interest 1,380 983 --------- --------- 189,405 191,899 --------- --------- Costs and expenses: Oil and gas production 88,063 83,533 General and administrative 6,160 5,727 Depletion 25,441 33,668 --------- --------- 119,664 122,928 --------- --------- Net income $ 69,741 $ 68,971 ========= ========= Allocation of net income: Managing general partner $ 697 $ 690 ========= ========= Limited partners $ 69,044 $ 68,281 ========= ========= Net income per limited partnership interest $ 9.17 $ 9.07 ========= ========= Distributions per limited partnership interest $ 15.85 $ 10.52 ========= ========= 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-C CONV., L.P. (A Delaware Limited Partnership) STATEMENT OF PARTNERS' CAPITAL (Unaudited) Managing general Limited partner partners Total ---------- ----------- ----------- Balance at January 1, 1997 $ 16,406 $ 1,627,279 $ 1,643,685 Distributions (1,205) (119,357) (120,562) Net income 697 69,044 69,741 --------- ---------- ---------- Balance at March 31, 1997 $ 15,898 $ 1,576,966 $ 1,592,864 ========= ========== ========== 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-C CONV., L.P. (A Delaware Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Three months ended March 31, ------------------------ 1997 1996 ---------- ---------- Cash flows from operating activities: Net income $ 69,741 $ 68,971 Adjustments to reconcile net income to net cash provided by operating activities: Depletion 25,441 33,668 Changes in assets and liabilities: (Increase) decrease in accounts receivable 44,155 (10,668) Increase (decrease) in accounts payable 1,748 (26,527) --------- --------- Net cash provided by operating activities 141,085 65,444 --------- --------- Cash flows from investing activities: Additions to oil and gas properties (2,659) (891) Cash flows from financing activities: Cash distributions to partners (120,562) (79,995) --------- --------- Net increase (decrease) in cash and cash equivalents 17,864 (15,442) Cash and cash equivalents at beginning of period 79,564 82,151 --------- --------- Cash and cash equivalents at end of period $ 97,428 $ 66,709 ========= ========= 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-C CONV., L.P. (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS March 31, 1997 (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 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. Basis of presentation In the opinion of management, the unaudited financial statements as of March 31, 1997 of the Partnership 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 Partnership's Report on Form 10-K for the year ended December 31, 1996, 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 Revenues: The Partnership's oil and gas revenues decreased to $188,025 from $190,916 for the three months ended March 31, 1997 and 1996, respectively, a decrease of $2,891. The decrease in revenues resulted from a 17% decline in barrels of oil produced and sold and an 18% decline in mcf of gas produced and sold, offset by a 15% increase in the average price received per barrel of oil and a 31% increase in the average price received per mcf of gas. For the three months ended March 31, 1997, 6,596 barrels of oil were sold compared to 7,904 for the same period in 1996, a decrease of 1,308 barrels. For the three months ended March 31, 1997, 14,606 mcf of gas were sold compared to 17,794 for the same period in 1996, a decrease 3,188 mcf. Of the decrease, 750 mcf, or 4%, was attributable to the sale of one gas well during 1996, with the remaining 2,438 7 mcf, or 14% due to production declines. Due to the decline characteristics of the Partnership's oil and gas properties, management expects a certain amount of decline in production to continue in the future until the Partnership's economically recoverable reserves are fully depleted. The average price received per barrel of oil increased $2.89 from $19.10 for the three months ended March 31, 1996 to $21.99 for the same period in 1997, while the average price received per mcf of gas increased from $2.25 during the three months ended March 31, 1996 to $2.94 for the same period in 1997. 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 three months ended March 31, 1997. Costs and Expenses: Total costs and expenses decreased to $119,664 for the three months ended March 31, 1997 as compared to $122,928 for the same period in 1996, a decrease of $3,264, or 3%. 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 $88,063 for the three months ended March 31, 1997 and $83,533 for the same period in 1996, resulting in an increase of $4,530, or 5%. The increase was due to additional well repair and maintenance costs, offset by lower 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 increased, in aggregate, 8% from $5,727 for the three months ended March 31, 1996 to $6,160 for the same period in 1997. Depletion was $25,441 for the three months ended March 31, 1997 compared to $33,668 for the same period in 1996. This represented a decrease in depletion of $8,227, or 24%, primarily attributable to an upward revision in oil and gas reserves and a decline in oil production of 1,308 barrels for the three months ended March 31, 1997 compared to the same period in 1996. Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities increased $75,641 during the three months ended March 31, 1997 from the same period in 1996. This increase was due to an increase in oil and gas sales receipts and a decline in expenditures for production costs. Net Cash Used in Investing Activities The Partnership's principal investing activities during the three months ended March 31, 1997 and 1996 related to the addition of oil and gas equipment on active properties. 8 Net Cash Used in Financing Activities Cash was sufficient for the three months ended March 31, 1997 to cover distributions to the partners of $120,562 of which $119,357 was distributed to the limited partners and $1,205 to the managing general partner. For the same period ended March 31, 1996, cash was sufficient for distributions to the partners of $79,995 of which $79,196 was distributed to the limited partners and $799 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 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedule (b) Form 8-K - none 9 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: Parker & Parsley Development L.P., Managing General Partner By: Parker & Parsley Petroleum USA, Inc. ("PPUSA"), General Partner Dated: May 8, 1997 By: /s/ Steven L. Beal ------------------------------------- Steven L. Beal, Senior Vice President and Chief Financial Officer of PPUSA 10