<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ 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 number 33-15998-02
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 76-0261807
(State or other jurisdiction of organization) (I.R.S. Employer Identification No.)
</TABLE>
16825 NORTHCHASE DRIVE, SUITE 400
HOUSTON, TEXAS 77060
(Address of principal executive offices)
(Zip Code)
(713)874-2700
(Registrant's telephone number, including area code)
NONE
(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_____
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SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
INDEX
PART I. FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets
- March 31, 1996 and December 31, 1995 3
Statements of Operations
- Three month periods ended March 31, 1996 and 1995 4
Statements of Cash Flows
- Three month periods ended March 31, 1996 and 1995 5
Notes to Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
PART II. OTHER INFORMATION 9
SIGNATURES 10
2
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SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
BALANCE SHEETS
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<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
---------- ----------
(Unaudited)
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ASSETS:
Current Assets:
Cash and cash equivalents $ 1,212 $ 1,206
Nonoperating interests income receivable 39,932 27,428
--------------- ----------------
Total Current Assets 41,144 28,634
--------------- ----------------
Nonoperating interests in oil and gas
properties, using full cost accounting 3,367,767 3,363,418
Less-Accumulated amortization (2,761,287) (2,737,654)
--------------- ----------------
606,480 625,764
--------------- ----------------
$ 647,624 $ 654,398
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL:
Current Liabilities:
Payable related to property capital costs $ 142,366 $ 141,306
--------------- ----------------
Partners' Capital 505,258 513,092
--------------- ----------------
$ 647,624 $ 654,398
=============== ================
</TABLE>
See accompanying notes to financial statements.
3
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SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1996 1995
----------- -----------
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REVENUES:
Income from nonoperating interests $ 41,162 $ 37,298
Interest income 6 5
--------------- ---------------
41,168 37,303
--------------- ---------------
COSTS AND EXPENSES:
Amortization 23,633 70,703
General and administrative 9,032 7,461
--------------- ---------------
32,665 78,164
--------------- ---------------
NET INCOME (LOSS) $ 8,503 $ (40,861)
=============== ===============
</TABLE>
LIMITED PARTNERS' NET INCOME (LOSS)
PER UNIT
MARCH 31, 1996 $ .23
============
MARCH 31, 1995 $ (1.13)
============
See accompanying note to financial statements.
4
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SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------------
1996 1995
------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) $ 8,503 $ (40,861)
Adjustments to reconcile income (loss) to
net cash provided by operations:
Amortization 23,633 70,703
Change in assets and liabilities:
(Increase) decrease in nonoperating interests income receivable (12,504) (6,332)
Increase (decrease) in accounts payable
and accrued liabilities -- (1,170)
-------------- --------------
Net cash provided by (used in) operating activities 19,632 22,340
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to nonoperating interests
in oil and gas properties (4,349) (10,386)
Proceeds from sale of nonoperating interests
in oil and gas properties -- 9,925
Payable related to property capital costs 1,060 1,833
-------------- --------------
Net cash provided by (used in) investing activities (3,289) 1,372
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners (16,337) (23,707)
-------------- --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6 5
-------------- --------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,206 1,140
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,212 $ 1,145
=============== ==============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,304 $ --
=============== ==============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) GENERAL INFORMATION -
The financial statements included herein have been prepared
by the Partnership and are unaudited except for the balance sheet at
December 31, 1995 which has been taken from the audited financial
statements at that date. The financial statements reflect adjustments,
all of which were of a normal recurring nature, which are, in the
opinion of the managing general partner necessary for a fair
presentation. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to the rules
and regulations of the Securities and Exchange Commission. The
Partnership believes adequate disclosure is provided by the
information presented. The financial statements should be read in
conjunction with the audited financial statements and the notes
included in the latest Form 10-K.
(2) ORGANIZATION AND TERMS OF PARTNERSHIP AGREEMENT -
Swift Energy Managed Pension Assets Partnership 1988-B,
Ltd., a Texas limited partnership (the Partnership), was formed on
September 14, 1988, for the purpose of purchasing net profits
interest, overriding royalty interests and royalty interests
(collectively, "nonoperating interests") in producing oil and gas
properties within the continental United States. Swift Energy Company
("Swift"), a Texas corporation, and VJM Corporation ("VJM"), a
California corporation, serve as Managing General Partner and Special
General Partner of the Partnership, respectively. The general partners
are required to contribute up to 1/99th of limited partner net
contributions. The 331 limited partners made total capital
contributions of $3,631,145.
Nonoperating interests acquisition costs and the management
fee are borne 99 percent by the limited partners and one percent by
the general partners. Organization and syndication costs were borne
solely by the limited partners.
Generally, all continuing costs (including development
costs, operating costs, general and administrative reimbursements and
direct expenses) and revenues are allocated 90 percent to the limited
partners and ten percent to the general partners. If prior to
partnership payout, however, the cash distribution rate for a certain
period equals or exceeds 17.5 percent, then for the following calendar
year, these continuing costs and revenues will be allocated 85 percent
to the limited partners and 15 percent to the general partners. After
partnership payout, continuing costs and revenues will be shared 85
percent by the limited partners, and 15 percent by the general
partners, even if the cash distribution rate is less than 17.5
percent.
(3) SIGNIFICANT ACCOUNTING POLICIES -
USE OF ESTIMATES -
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from estimates.
NONOPERATING INTERESTS IN OIL AND GAS PROPERTIES --
For financial reporting purposes the Partnership follows the
"full-cost" method of accounting for nonoperating interests in oil and
gas property costs. Under this method of accounting, all costs
incurred in the acquisition of nonoperating interests in oil and gas
properties are capitalized. The unamortized cost of nonoperating
interests in oil and gas properties is limited to the "ceiling
limitation" (calculated separately for the Partnership, limited
partners and general partners). The "ceiling limitation" is calculated
on a quarterly basis and represents the estimated future net revenues
from nonoperating interests in proved properties using current prices,
discounted at ten percent. Proceeds from the sale or disposition of
nonoperating interests in oil and gas properties are treated as a
reduction of the cost of the nonoperating interests with no gains or
losses recognized except in significant transactions.
6
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SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Partnership computes the provision for amortization of
oil and gas properties on the units-of-production method. Under this
method, the provision is calculated by multiplying the total
unamortized cost of oil and gas properties by an overall rate
determined by dividing the physical units of oil and gas produced
during the period by the total estimated proved oil and gas reserves
at the beginning of the period.
The calculation of the "ceiling limitation" and the
provision for depreciation, depletion and amortization is based on
estimates of proved reserves. There are numerous uncertainties
inherent in estimating quantities of proved reserves and in projecting
the future rates of production, timing and plan of development. The
accuracy of any reserve estimate is a function of the quality of
available data and of engineering and geological interpretation and
judgment. Results of drilling, testing and production subsequent to
the date of the estimate may justify revision of such estimate.
Accordingly, reserve estimates are often different from the quantities
of oil and gas that are ultimately recovered.
(4) RELATED-PARTY TRANSACTIONS -
An affiliate of the Special General Partner, as Dealer
Manager, received $88,279 for managing and overseeing the offering of
the limited partnership units. A one-time management fee of $90,779
was paid to Swift for services performed for the Partnership.
The Partnership entered into a Net Profits and Overriding
Royalty Interests Agreement ("NP/OR Agreement") with Swift Energy
Income Partners 1988-C, Ltd. (Operating Partnership), managed by
Swift, for the purpose of acquiring nonoperating interests in
producing oil and gas properties. Under terms of the NP/OR Agreement,
the Partnership has been conveyed a nonoperating interest in the
aggregate net profits (i.e., oil and gas sales net of related
operating costs) of the properties acquired equal to its proportionate
share of the property acquisition costs.
(5) VULNERABILITY DUE TO CERTAIN CONCENTRATIONS -
The Partnership's revenues are primarily the result of sales
of its oil and natural gas production. Market prices of oil and
natural gas may fluctuate and adversely affect operating results.
The Partnership extends credit to various companies in the
oil and gas industry which results in a concentration of credit risk.
This concentration of credit risk may be affected by changes in
economic or other conditions and may accordingly impact the
Partnership's overall credit risk. However, the Managing General
Partner believes that the risk is mitigated by the size, reputation,
and nature of the companies to which the Partnership extends credit.
In addition, the Partnership generally does not require collateral or
other security to support customer receivables.
(6) FAIR VALUE OF FINANCIAL INSTRUMENTS -
The Partnership's financial instruments consist of cash and
cash equivalents and short-term receivables and payables. The carrying
amounts approximate fair value due to the highly liquid nature of the
short-term instruments.
7
<PAGE> 8
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Partnership is formed for the purpose of investing in nonoperating
interests in producing oil and gas properties located within the continental
United States. In order to accomplish this, the Partnership goes through two
distinct yet overlapping phases with respect to its liquidity and results of
operations. When the Partnership is formed, it commences its "acquisition"
phase, with all funds placed in short-term investments until required for the
acquisition of nonoperating interests. Therefore, the interest earned on these
pre-acquisition investments becomes the primary cash flow source for initial
partner distributions. As the Partnership acquires nonoperating interests in
producing properties, net cash from ownership of nonoperating interests
becomes available for distribution, along with the investment income. After
all partnership funds have been expended on nonoperating interests in
producing oil and gas properties, the Partnership enters its "operations"
phase. During this phase, income from nonoperating interests in oil and gas
sales generates substantially all revenues, and distributions to partners
reflect those revenues less all associated partnership expenses. The
Partnership may also derive proceeds from the sale of nonoperating interests
in acquired oil and gas properties, when the sale of such interests is
economically appropriate or preferable to continued operations.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership has completed acquisition of nonoperating interests in
producing oil and gas properties, expending all of the limited partners' net
commitments available for acquisitions.
Under the NP/OR Agreement, the Managing General Partner acquires
interests in oil and gas properties from outside parties and sells these
interests to an affiliated operating partnership, who in turn creates and
sells to the Partnership nonoperating interests in these same oil and gas
properties.
RESULTS OF OPERATIONS
Income from nonoperating interests increased 10 percent in the current
quarter of 1996 when compared to the first quarter in 1995. Oil and gas sales
increased $1,516 or 2 percent in the first quarter of 1996 when compared to
the same period in 1995, primarily due to increased gas and oil prices. An
increase in gas prices of 28 percent or $.41/MCF and in oil prices of 9
percent or $1.30/BBL had a significant impact on partnership performance.
Current quarter gas and oil production declined 22 percent when compared to
first quarter 1995 production volumes, partially offsetting the effect of
increased gas and oil prices.
Associated amortization expense decreased 19 percent or $5,460.
The Partnership recorded an additional provision in amortization in the
first quarter of 1995 for $41,610 when the present value, discounted at ten
percent, of estimated future net revenues from oil and gas properties, using
the guidelines of the Securities and Exchange Commission, was below the fair
market value originally paid for oil and gas properties. The additional
provision results from the Managing General Partner's determination that the
fair market value paid for properties may or may not coincide with reserve
valuations determined according to guidelines of the Securities and Exchange
Commission.
During 1996, partnership revenues and costs will be shared between the
limited partners and general partners in a 90:10 ratio.
8
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SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
-NONE-
9
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-B, LTD..
(Registrant)
By: SWIFT ENERGY COMPANY
Managing General Partner
Date: May 1, 1996 By: /s/ John R. Alden
----------------------- --------------------------------
John R. Alden
Senior Vice President, Secretary
and Principal Financial Officer
Date: May 1, 1996 By: /s/ Alton D. Heckaman, Jr.
----------------------- --------------------------------
Alton D. Heckaman, Jr.
Vice President, Controller
and Principal Accounting Officer
</TABLE>
10
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EXHIBIT INDEX
27 -- Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-B, LTD'S BALANCE SHEET
AND STATEMENT OF OPERATIONS CONTAINED IN ITS FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 1996.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,212
<SECURITIES> 0
<RECEIVABLES> 39,932
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 41,144
<PP&E> 3,367,767
<DEPRECIATION> (2,761,287)
<TOTAL-ASSETS> 647,624
<CURRENT-LIABILITIES> 142,366
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 505,258
<TOTAL-LIABILITY-AND-EQUITY> 647,624
<SALES> 41,162
<TOTAL-REVENUES> 41,168
<CGS> 0
<TOTAL-COSTS> 23,633<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,503
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,503
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,503
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes amortization expense. Excludes general and administrative and
interest expense.
</FN>
</TABLE>
