10-Q 1 j91a.txt P&P 91-A 6/30/2001 10-Q 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, 2001 Commission File No. 33-38582-01 PARKER & PARSLEY 91-A, L.P. (Exact name of Registrant as specified in its charter) Delaware 75-2387572 ----------------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5205 N. O'Connor Blvd., Suite 1400, 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 91-A, L.P. TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements Balance Sheets as of June 30, 2001 and December 31, 2000................................... 3 Statements of Operations for the three and six months ended June 30, 2001 and 2000.................. 4 Statement of Partners' Capital for the six months ended June 30, 2001.................................. 5 Statements of Cash Flows for the six months ended June 30, 2001 and 2000............................... 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....................... 11 Signatures............................................. 12 2 PARKER & PARSLEY 91-A, L.P. (A Delaware Limited Partnership) Part 1. Financial Information Item 1. Financial Statements BALANCE SHEETS June 30, December 31, 2001 2000 ----------- ----------- (Unaudited) ASSETS Current assets: Cash $ 525,883 $ 219,827 Accounts receivable - oil and gas sales 196,699 255,270 ---------- ---------- Total current assets 722,582 475,097 ---------- ---------- Oil and gas properties - at cost, based on the successful efforts accounting method 9,711,990 9,710,132 Accumulated depletion (7,790,421) (7,727,573) ----------- ---------- Net oil and gas properties 1,921,569 1,982,559 ---------- ---------- $ 2,644,151 $ 2,457,656 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable - affiliate $ 56,776 $ 32,513 Partners' capital: Managing general partner 25,918 24,295 Limited partners (11,620 interests) 2,561,457 2,400,848 ---------- ---------- 2,587,375 2,425,143 ---------- ---------- $ 2,644,151 $ 2,457,656 ========== ==========

The financial information included as of June 30, 2001 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 91-A, L.P. (A Delaware Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended Six months ended June 30, June 30, ---------------------- ---------------------- 2001 2000 2001 2000 --------- --------- --------- --------- Revenues: Oil and gas $ 431,706 $ 453,778 $ 884,166 $ 878,201 Interest 3,524 4,289 7,054 7,652 -------- -------- -------- -------- 435,230 458,067 891,220 885,853 -------- -------- -------- -------- Costs and expenses: Oil and gas production 152,796 160,948 313,648 308,717 General and administrative 11,109 21,632 32,165 32,098 Depletion 29,283 30,834 62,848 79,040 -------- -------- -------- -------- 193,188 213,414 408,661 419,855 -------- -------- -------- -------- Net income $ 242,042 $ 244,653 $ 482,559 $ 465,998 ======== ======== ======== ======== Allocation of net income: Managing general partner $ 2,421 $ 2,447 $ 4,826 $ 4,660 ======== ======== ======== ======== Limited partners $ 239,621 $ 242,206 $ 477,733 $ 461,338 ======== ======== ======== ======== Net income per limited partnership interest $ 20.62 $ 20.84 $ 41.11 $ 39.70 ======== ======== ======== ========

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 91-A, L.P. (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS June 30, 2001 (Unaudited) Note 1. Organization and nature of organization Parker & Parsley 91-A, L.P. (the "Partnership") is a limited partnership organized in 1991 under the laws of the State of Delaware. 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, 2001 and for the three and six months ended June 30, 2001 and 2000 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, 2000 financial statements to conform to the June 30, 2001 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, 2000, 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, Suite 1400, 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, 2001 compared with six months ended June 30, 2000 Revenues: The Partnership's oil and gas revenues increased slightly to $884,166 for the six months ended June 30, 2001 as compared to $878,201 for the same period in 2000. The increase in revenues resulted from higher average prices received for gas, offset by a decline in production and a decline in the average prices received for oil and NGLs. For the six months ended June 30, 2001, 19,763 7 barrels of oil, 5,186 barrels of natural gas liquids ("NGLs") and 52,227 mcf of gas were sold, or 33,654 barrel of oil equivalents ("BOEs"). For the six months ended June 30, 2000, 22,483 barrels of oil, 10,398 barrels of NGLs and 47,283 mcf of gas were sold, or 40,762 BOEs. The average price received per barrel of oil decreased $.43, or 2%, from $27.85 for the six months ended June 30, 2000 to $27.42 for the same period ended June 30, 2001. The average price received per barrel of NGLs decreased $1.85, or 13%, from $13.94 during the six months ended June 30, 2000 to $12.09 for the same period in 2001. The average price received per mcf of gas increased 136% from $2.27 during the six months ended June 30, 2000 to $5.35 for the same period in 2001. 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, 2001. Costs and Expenses: Total costs and expenses decreased to $408,661 for the six months ended June 30, 2001 as compared to $419,855 for the same period in 2000, a decrease of $11,194, 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 $313,648 for the six months ended June 30, 2001 and $308,717 for the same period in 2000 resulting in a $4,931 increase, or 2%. This increase is primarily due to additional well maintenance costs incurred to stimulate well production. G&A's components are independent accounting and engineering fees and managing general partner personnel and operating costs. During this period, G&A increased slightly from $32,098 for the six months ended June 30, 2000 to $32,165 for the same period in 2001, primarily due to an increase in audit and tax fees. Depletion was $62,848 for the six months ended June 30, 2001 as compared to $79,040 for the same period in 2000, a decrease of $16,192 or 20%. This decrease was primarily due to 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 2000 and a decline in oil production of 2,720 barrels for the six months ended June 30, 2001 as compared to the same period in 2000. Three months ended June 30, 2001 compared with three months ended June 30, 2000 Revenues: The Partnership's oil and gas revenues decreased 5% to $431,706 for the three months ended June 30, 2001 as compared to $453,778 for the same period in 2000. The decrease in revenues resulted from a decrease in production and lower average prices received for oil and NGLs, offset by higher average prices received for gas. For the three months ended June 30, 2001, 9,218 barrels of 8 oil, 2,611 barrels of NGLs and 33,176 mcf of gas were sold, or 17,358 BOEs. For the three months ended June 30, 2000, 11,123 barrels of oil, 5,559 barrels of NGLs and 24,304 mcf of gas were sold, or 20,733 BOEs. The average price received per barrel of oil decreased $1.06, or 4%, from $27.82 during the three months ended June 30, 2000 to $26.76 for the same period in 2001. The average price received per barrel of NGLs decreased $4.84, or 34%, from $14.20 during the three months ended June 30, 2000 to $9.36 for the same period in 2001. The average price received per mcf of gas increased 80% from $2.69 for the three months ended June 30, 2000 to $4.84 for the same period in 2001. Costs and Expenses: Total costs and expenses decreased to $193,188 for the three months ended June 30, 2001 as compared to $213,414 for the same period in 2000, a decrease of $20,226, or 9%. This decrease was due to declines in G&A, production costs and depletion. Production costs were $152,796 for the three months ended June 30, 2001 and $160,948 for the same period in 2000 resulting in an $8,152 decrease, or 5%. This decrease was primarily due to lower well maintenance costs. During this period, G&A decreased 49% from $21,632 for the three months ended June 30, 2000 to $11,109 for the same period in 2001, primarily due to a lower percentage of the managing general partner's G&A being allocated (limited to 3% of oil and gas revenues) as a result of decreased oil and gas revenues and a decrease in audit, tax and monitoring fees. Depletion was $29,283 for the three months ended June 30, 2001 as compared to $30,834 for the same period in 2000, a decrease of $1,551, or 5%. This decrease was due to a reduction in the Partnership's net depletable basis from charges taken in accordance with SFAS 121 during the fourth quarter of 2000 and a decline in oil production of 1,905 barrels for the three months ended June 30, 2001 as compared to the same period in 2000. Liquidity and Capital Resources Net Cash Provided by Operating Activities Net cash provided by operating activities increased $119,874 during the six months ended June 30, 2001 from the same period ended June 30, 2000. This increase was the result of a reduction in working capital of $119,505 and an increase of $5,367 in oil and gas sales receipts, offset by increases in production costs of $4,931 and G&A costs of $67. The increase in oil and gas receipts resulted from the increase in gas prices of $146,081 during 2001, offset by a decline of $111,110 in production and a $29,604 decline resulting from lower oil and NGL prices as compared to the same period in 2000. The increase in production costs was primarily due to higher well maintenance costs incurred to stimulate well production. The increase in G&A was primarily due to an increase in audit and tax fees. 9 Net Cash Used in Investing Activities The Partnership's principal investing activities during the six months ended June 30, 2001 and 2000 were related to expenditures for oil and gas equipment upgrades on active properties. Proceeds from asset dispositions of $8,812 were received during the six months ended June 30, 2000 on a temporarily abandoned well. Net Cash Used in Financing Activities For the six months ended June 30, 2001, cash distributions to the partners were $320,327, of which $3,203 was distributed to the managing general partner and $317,124 to the limited partners. For the same period ended June 30, 2000, cash distributions to the partners were $515,856, of which $5,159 was distributed to the managing general partner and $510,697 to the limited partners. For the three months ended June 30, 2001, no distributions were made by the partnership to its partners. Subsequent to June 30, 2001 the cash distribution that otherwise would have been mailed to partners in late June was made to holders of record as of July 9, 2001 and was mailed on July 13, 2001. For further information, see "Proposal to acquire partnerships" below. Proposal to acquire partnerships On June 29, 2001, Pioneer Natural Resources Company ("Pioneer") filed with the Securities and Exchange Commission Amendment No. 1 to the Form S-4 Registration Statement (File No. 333-59094) (the "preliminary proxy statement/prospectus"), which proposes an agreement and plan of merger among Pioneer, Pioneer Natural Resources USA, Inc. ("Pioneer USA"), a wholly-owned subsidiary of Pioneer, and 46 Parker & Parsley limited partnerships. Each partnership that approves the agreement and plan of merger and the other related merger proposals will merge with and into Pioneer USA upon the closing of the transactions described in the preliminary proxy statement/prospectus, and the partnership interests of each such partnership will be converted into the right to receive Pioneer common stock. The Partnership is one of the 46 Parker & Parsley limited partnerships that will be asked to approve the agreement and plan of merger. The preliminary proxy statement/prospectus is non-binding and is subject to, among other things, consideration of offers from third parties to purchase any partnership or its assets and the majority approval of the limited partnership interests in each partnership. Pioneer USA will solicit proxies from limited partners to approve the mergers only when the proxy statement/prospectus is final and declared effective. No solicitation will be made using preliminary materials. Nonetheless, copies of the preliminary proxy statement/prospectus may be obtained without charge upon request from Pioneer Natural Resources Company, 5205 North O'Connor Blvd., Suite 1400, Irving, Texas 75039, Attention: Investor Relations. The limited partners are urged to read the proxy statement/prospectus of Pioneer filed with the Securities and Exchange Commission, when it is finalized, because it contains important information about the proposed mergers, including information about the direct and indirect interests of Pioneer USA and Pioneer in the mergers. The limited partners may also obtain the preliminary and (when filed) final proxy statement/prospectus and other relevant documents relating to 10 the proposed mergers free through the internet web site that the Securities and Exchange Commission maintains at www.sec.gov. --------------- (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 - none (b) Reports on Form 8-K - none 11 PARKER & PARSLEY 91-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 91-A, L.P. By: Pioneer Natural Resources USA, Inc., Managing General Partner Dated: August 6, 2001 By: /s/ Rich Dealy ---------------------------------- Rich Dealy, Vice President and Chief Accounting Officer 12

PARKER & PARSLEY 91-A LP 10-Q