<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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 0-18356
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1989-2, LTD.
(Exact name of registrant as specified in
its Certificate of Limited Partnership)
TEXAS 76-0281709
(State of Organization) (I.R.S. Employer Identification No.)
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(281) 874-2700
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
16,760.58 Limited Partnership Units
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 periods that the registrant was
required), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Registrant does not have an aggregate market value for its Limited Partnership
Interests.
Documents Incorporated by Reference
Document Incorporated as to
Registration Statement No. 33-19721 Items 1 and 13
on Form S-1
<PAGE>
TABLE OF CONTENTS
Form 10-K Annual Report
For the Period Ended December 31, 1999
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1989-2, LTD.
<TABLE>
<CAPTION>
ITEM NO. PART I PAGE
- -------- ------ ----
<S> <C> <C>
1 Business I-1
2 Properties I-5
3 Legal Proceedings I-7
4 Submission of Matters to a Vote of
Security Holders I-7
PART II
-------
5 Market Price of and Distributions on the
Registrant's Units and Related Limited
Partner Matters II-1
6 Selected Financial Data II-2
7 Management's Discussion and Analysis of
Financial Condition and Results of Operations II-2
8 Financial Statements and Supplementary Data II-4
9 Disagreements on Accounting and Financial
Disclosure II-4
PART III
--------
10 Directors and Executive Officers of the
Registrant III-1
11 Executive Compensation III-2
12 Security Ownership of Certain Beneficial
Owners and Management III-2
13 Certain Relationships and Related Transactions III-2
PART IV
-------
14 Exhibits, Financial Statement Schedules
and Reports on Form 8-K IV-1
OTHER
-----
Signatures
</TABLE>
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
PART I
Item 1. Business
General Description of Partnership
Swift Energy Managed Pension Assets Partnership 1989-2, Ltd., a Texas
limited partnership (the "Partnership" or the "Registrant"), is a partnership
formed under a public serial limited partnership offering denominated Swift
Energy Managed Pension Assets Fund II (Registration Statement No. 33-19721 on
Form S-1, originally declared effective April 22, 1988 and amended effective May
3, 1988 [the "Registration Statement"]). The Partnership was formed effective
September 30, 1989 under a Limited Partnership Agreement dated September 30,
1989. The initial 182 limited partners made capital contributions of $1,676,058.
The Partnership is principally engaged in the business of acquiring
nonoperating interests (i.e., net profits interests, royalty interests and
overriding royalty interests) in proven oil and gas properties within the
continental United States. The Partnership does not acquire working interests in
or operate oil and gas properties, and does not engage in drilling activities.
At December 31, 1999, the Partnership had expended or committed to expend 100%
of the limited partners' net commitments (i.e., limited partners' commitments
available to the Partnership for property acquisitions after payment of
organizational fees and expenses) in the acquisition and development of
nonoperating interests in producing properties, which properties are described
under Item 2, "Properties," below. The Partnership's income is derived almost
entirely from its nonoperating interests and the disposition thereof.
The Partnership's business and affairs are conducted by its Managing
General Partner, Swift Energy Company, a Texas corporation ("Swift"). The
Partnership's Special General Partner, VJM Partners, Ltd. ("VJM"), a Texas
limited partnership, consults with and advises Swift as to certain financial
matters.
The general manner in which the Partnership acquires nonoperating
interests and otherwise conducts its business is described in detail in the
Registration Statement under "Proposed Activities," which is incorporated herein
by reference. The following is intended only as a summary of the Partnership's
manner of doing business and specific activities to date.
Liquidation
During the first quarter of 2000, the Managing General Partner mailed
proxy material to the limited partners proposing to sell all the Partnership's
nonoperating interests in oil and gas properties and dissolve and liquidate the
Partnership. If this proposal is approved, it is anticipated that the
liquidation of the Partnership will be substantially completed within the next
two years.
Manner of Acquiring Nonoperating Interests in Properties; Net Profits and
Overriding Royalty Interest Agreement
The nonoperating interests owned by the Registrant have typically been
acquired pursuant to a Net Profits and Overriding Royalty Interest Agreement
dated September 30, 1989 (the "NP/OR Agreement") between the Registrant and
Swift Energy Income Partners 1989-3 Ltd. (the "Operating Partnership"). The
Operating Partnership is a Texas limited partnership that is also managed by
Swift and VJM. The Operating Partnership was formed to acquire and develop
producing oil and gas properties.
Under the NP/OR Agreement, the Registrant and the Operating Partnership
have, in effect, combined their funds to acquire producing properties. Using
funds committed to the NP/OR Agreement by both partnerships, the Operating
Partnership acquires producing properties, then promptly conveys nonoperating
interests therein to the Registrant. The Operating Partnership retains a working
interest in each such property, and is responsible for the production of oil and
gas therefrom. For the sake of legal and administrative convenience, producing
properties are usually acquired from the third party sellers by Swift, which
then conveys a working interest in each such property to the Operating
Partnership. The Registrant initially committed $1,439,487 and the Operating
Partnership initially committed $1,873,313 for acquisitions under the NP/OR
Agreement. The Operating Partnership is obligated under the NP/OR Agreement to
convey to the Registrant a 43% fixed net profits interest and a variable
overriding royalty interest in specified depths of all producing properties
acquired under the NP/OR Agreement.
Under the NP/OR Agreement, the Operating Partnership is required to
convey to the Registrant, and the Registrant is required to purchase,
nonoperating interests in all producing properties acquired by the Operating
Partnership, except that:
1. properties anticipated to require significant development
operations and nonoperating interests offered to the Operating Partnership by
third parties may be purchased by the Operating Partnership outside the NP/OR
Agreement, without participation by the Registrant;
I-1
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
2. during a specified one-year period, the Registrant is
entitled to reduce the amount originally committed by it to purchases under the
NP/OR Agreement and to redirect such funds to the purchase of nonoperating
interests from sources other than the Operating Partnership; and
3. the Registrant's funds will be released from the NP/OR
Agreement if they are not completely spent by the Operating Partnership within a
specified period, or if there is a prior withdrawal of funds by the Operating
Partnership to purchase properties anticipated to require significant
development.
Purchases of nonoperating interests by the Registrant using withdrawn
or released funds may be made from the Managing General Partner and its
affiliates, other partnerships affiliated with the Operating Partnership
(possibly through the Registrant's entry into a new NP/OR Agreement), or from
unaffiliated third parties.
In accordance with its obligations under the NP/OR Agreement, as of
December 31, 1999, the Operating Partnership had conveyed to the Registrant a
43% net profits interest burdening certain depths of all producing properties
acquired by the Operating Partnership thereunder. Typically, a net profits
interest in an oil and gas property entitles the owner to a specified percentage
share of the gross proceeds generated by the burdened property, net of operating
costs. The net profits interest conveyed to the Registrant under the NP/OR
Agreement differs from the typical net profits interest in that it is calculated
over the entire group of producing properties conveyed under the NP/OR
Agreement; i.e., all operating costs attributable to the burdened depths of such
properties are aggregated, and the total is then subtracted from the total of
all gross proceeds attributable to such depths in order to calculate the net
profits to which the Registrant is entitled. The net profits interest conveyed
to the Registrant burdens only those depths of each subject property which were
evaluated to contain proved reserves at the date of acquisition, to the extent
such depths underlie specified surface acreage.
The Operating Partnership has also conveyed to the Registrant under the
NP/OR Agreement an overriding royalty interests in each property acquired
thereunder. An overriding royalty interest is a fractional interest in the gross
production (or the gross proceeds therefrom) of oil and gas from a property,
free of any exploration, development, operation or maintenance expenses. Under
the NP/OR Agreement, the overriding royalty interest burdens the portions of
each producing property that were evaluated at the date of acquisition not to
contain proved reserves.
Competition, Markets and Regulations
Competition
The oil and gas industry is highly competitive in all its phases. The
Partnership encounters strong competition from many other oil and gas producers,
many of which possess substantial financial resources, in acquiring economically
desirable Producing Properties.
Markets
The amounts of and price obtainable for oil and gas production from
Partnership Properties will be affected by market factors beyond the control of
the Partnership. Such factors include the extent of domestic production, the
level of imports of foreign oil and gas, the general level of market demand on a
regional, national and worldwide basis, domestic and foreign economic conditions
that determine levels of industrial production, political events in foreign
oil-producing regions, and variations in governmental regulations and tax laws
and the imposition of new governmental requirements upon the oil and gas
industry. There can be no assurance that oil and gas prices will not decrease in
the future, thereby decreasing net Revenues from Partnership Properties.
From time to time, there may exist a surplus of natural gas or oil
supplies, the effect of which may be to reduce the amount of hydrocarbons that
the Partnerships may produce and sell while such oversupply exists. In recent
years, initial steps have been taken to provide additional gas transportation
lines from Canada to the United States. If additional Canadian gas is brought to
the United States market, it could create downward pressure on United States gas
prices.
I-2
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
Regulations
Environmental Regulation
The federal government and various state and local governments have
adopted laws and regulations regarding the control of contamination of the
environment. These laws and regulations may require the acquisition of a permit
by Operators before drilling commences, prohibit drilling activities on certain
lands lying within wilderness areas or where pollution arises and impose
substantial liabilities for pollution resulting from operations, particularly
operations near or in onshore and offshore waters or on submerged lands. These
laws and regulations may also increase the costs of routine drilling and
operation of wells. Because these laws and regulations change frequently, the
costs to the Partnership of compliance with existing and future environmental
regulations cannot be predicted. However, the Managing Partner does not believe
that the Partnership is affected in a significantly different manner by these
regulations than are its competitors in the oil and gas industry.
Federal Regulation of Natural Gas
The transportation and sale of natural gas in interstate commerce is
heavily regulated by agencies of the federal government. The following
discussion is intended only as a summary of the principal statutes, regulations
and orders that may affect the production and sale of natural gas from
Partnership Properties. This summary should not be relied upon as a complete
review of applicable natural gas regulatory provisions.
FERC Orders
Several major regulatory changes have been implemented by the Federal
Energy Regulatory Commission ("FERC") from 1985 to the present that affect the
economics of natural gas production, transportation and sales. In addition, the
FERC continues to promulgate revisions to various aspects of the rules and
regulations affecting those segments of the natural gas industry that remain
subject to the FERC's jurisdiction. In April 1992, the FERC issued Order No. 636
pertaining to pipeline restructuring. This rule requires interstate pipelines to
unbundle transportation and sales services by separately stating the price of
each service and by providing customers only the particular service desired,
without regard to the source for purchase of the gas. The rule also requires
pipelines to (i) provide nondiscriminatory "no-notice" service allowing firm
commitment shippers to receive delivery of gas on demand up to certain limits
without penalties, (ii) establish a basis for release and reallocation of firm
upstream pipeline capacity and (iii) provide non-discriminatory access to
capacity by firm transportation shippers on a downstream pipeline. The rule
requires interstate pipelines to use a straight fixed variable rate design. The
rule imposes these same requirements upon storage facilities.
FERC Order No. 500 affects the transportation and marketability of
natural gas. Traditionally, natural gas has been sold by producers to pipeline
companies, which then resold the gas to end-users. FERC Order No. 500 alters
this market structure by requiring interstate pipelines that transport gas for
others to provide transportation service to producers, distributors and all
other shippers of natural gas on a nondiscriminatory, "first-come, first-served"
basis ("open access transportation"), so that producers and other shippers can
sell natural gas directly to end-users. FERC Order No. 500 contains additional
provisions intended to promote greater competition in natural gas markets.
It is not anticipated that the marketability of and price obtainable
for natural gas production from Partnership Properties will be significantly
affected by FERC Order No. 500. Gas produced from Partnership Properties
normally will be sold to intermediaries who have entered into transportation
arrangements with pipeline companies. These intermediaries will accumulate gas
purchased from a number of producers and sell the gas to end-users through open
access pipeline transportation.
State Regulations
Production of any oil and gas from Partnership Properties will be
affected to some degree by state regulations. Many states in which the
Partnership will operate have statutory provisions regulating the production and
sale of oil and gas, including provisions regarding deliverability. Such
statutes, and the regulations promulgated in connection therewith, are generally
intended to prevent waste of oil and gas and to protect correlative rights to
produce oil and gas between owners of a common reservoir. Certain state
regulatory authorities also regulate the amount of oil and gas produced by
assigning allowable rates of production to each well or proration unit.
I-3
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
Federal Leases
Some of the Partnership's properties are located on federal oil and gas
leases administered by various federal agencies, including the Bureau of Land
Management. Various regulations and orders affect the terms of leases,
exploration and development plans, methods of operation and related matters.
Employees
The Partnership has no employees. Swift, however, has a staff of
geologists, geophysicists, petroleum engineers, landmen, and accounting
personnel who administer the operations of Swift and the Partnership. As of
December 31, 1999, Swift had 173 employees. Swift's administrative and overhead
expenses attributable to the Partnership's operations are borne by the
Partnership.
1-4
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
Item 2. Nonoperating Interests in Properties
As of December 31, 1999, the Partnership has acquired nonoperating
interests in producing oil and gas properties which are generally described
below.
Principal Oil and Gas Producing Properties
The most valuable fields in the Partnership, based upon year-end
engineering estimates of discounted future net revenues using constant pricing
and costs, are described below.
1. The Eakly-Weatherford Field is in Custer County, Oklahoma in the
Anadarko Basin (Amoco acquisition). The Eakly-Weatherford Field produces
primarily natural gas and condensate and accounts for 19% of the value.
2. The Wimberly Field in Choctaw County, Alabama (Cairn acquisition),
which produces primarily oil and accounts for 17% of the Partnership value.
3. Approximately 27% of the value is from the AWP Field in McMullen
County, Texas (AWP acquisition). There are 67 producing wells from the Olmos
formation in this field.
4. The Mestena Grande Field is in Jim Hogg County, Texas (Mission
acquisition). The wells produce from the Queen City horizon, accounting for 15%
of the value in this Partnership.
The remaining value in the Partnership is attributable to numerous
properties none of which equals or exceeds 15 percent of the total Partnership
value.
Title to Properties
Title to substantially all significant producing properties in which
the Partnership owns nonoperating interests has been examined. In addition to
the nonoperating interests owned by the Partnership, the properties are subject
to royalty, overriding royalty and other interests customary in the industry.
The Managing General Partner does not believe any of these burdens materially
detract from the value of the properties or will materially detract from the
value of the properties or materially interfere with their use in the operation
of the business of the Partnership.
Production and Sales Price
The following table summarizes the volumes of the Partnership's net
nonoperating interests in oil and gas production expressed in MCFs. Equivalent
MCFs are obtained by converting oil to gas on the basis of their relative energy
content; one barrel equals 6,000 cubic feet of gas. Average Net Nonoperating
Interest Price per Equivalent MCF is determined by dividing the related oil and
gas revenue from nonoperating interests by the equivalent MCF's produced.
<TABLE>
<CAPTION>
Net Production
-------------------------------------------
For the Years Ended
December 31,
-------------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Net Volumes (Equivalent MCFs) 30,334 44,015 64,267
Average Net Nonoperating
Interest Price per
Equivalent MCF $1.54 $1.07 $1.72
</TABLE>
I-5
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
Net Proved Oil and Gas Reserves
Presented below are the estimates of the Partnership's proved reserves
as of December 31, 1999, 1998 and 1997. The Partnership does not itself own a
direct interest in proved reserves. The proved reserve estimates shown below
represent an estimate of the proved reserves owned by the Operating Partnership
equal to the percentage net profits interest conveyed to the Partnership by the
Operating Partnership. All of the Partnership's nonoperating interests in proved
reserves are located in the United States.
<TABLE>
<CAPTION>
December 31,
------------------------------------------------------------------------------
1999 1998 1997
--------------------- ----------------------- ----------------------
Natural Natural Natural
Oil Gas Oil Gas Oil Gas
------- ------ -------- ------ -------- --------
(BBLS) (MMCF) (BBLS) (MMCF) (BBLS) (MMCF)
<S> <C> <C> <C> <C> <C> <C>
Proved developed
reserves at end of year 7,482 88 9,780 97 16,514 151
======= ====== ======== ====== ======== ========
Proved reserves
Balance at beginning
of year 12,392 115 20,837 198 25,638 333
Extensions, discoveries
and other additions -- -- 1 -- -- --
Revisions of previous
estimates (236) 11 (5,340) (58) 1,966 24
Sales of minerals in
place (142) (1) -- -- (2,099) (123)
Production (1,919) (19) (3,106) (25) (4,668) (36)
------- ------ -------- ------ -------- --------
Balance at end of year 10,095 106 12,392 115 20,837 198
======== ====== ======== ====== ======== ========
</TABLE>
Revisions of previous quantity estimates are related to upward or
downward variations based on current engineering information for production
rates, volumetrics and reservoir pressure. Additionally, changes in quantity
estimates are the result of the increase or decrease in crude oil and natural
gas prices at each year end which have the effect of adding or reducing proved
reserves on marginal properties due to economic limitations.
I-6
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
The following table summarizes by acquisition the Registrant's proved
reserves equal to the percentage net profits interests conveyed by the Operating
Partnership and its nonoperating interests in gross and net producing oil and
gas wells as of December 31, 1999:
<TABLE>
<CAPTION>
Reserves
December 31, 1999
---------------------
Natural Wells
Oil Gas -----------------------
Acquisition State(s) (BBLS) (MMCF) Gross Net
- ---------- --------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Cairn AL, AR, CA, KS,
LA, MI, MS, NM,
OK, TX, WY 6,058 21 178 1.880
Mission Oil
Company TX 273 12 47 0.165
Hardy Oil Company TX 335 14 4 0.006
Amoco OK 335 39 108 0.072
AWP TX 3,094 20 1 0.008
------ ------- ------- -------
10,095 106 338 2.131
====== ======= ======= =======
</TABLE>
There are numerous uncertainties inherent in estimating quantities of
proved reserves and in projecting the future rates of production, timing and
plan of development. Oil and gas reserve engineering must be recognized as a
subjective process of estimating underground accumulations of oil and gas that
cannot be measured in an exact way, and estimates of other engineers might
differ from those above, audited by H. J. Gruy and Associates, Inc., an
independent petroleum consulting firm. 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,
and, as a general rule, reserve estimates based upon volumetric analysis are
inherently less reliable than those based on lengthy production history.
Accordingly, reserve estimates are often different from the quantities of oil
and gas that are ultimately recovered.
In estimating the oil and natural gas reserves, the Registrant, in
accordance with criteria prescribed by the Securities and Exchange Commission,
has used prices received as of December 31, 1999 without escalation, except in
those instances where fixed and determinable gas price escalations are covered
by contracts, limited to the price the Partnership reasonably expects to
receive. The Registrant does not believe that any favorable or adverse event
causing a significant change in the estimated quantity of proved reserves has
occurred between December 31, 1999 and the date of this report.
Future prices received for the sale of the Partnership's products may
be higher or lower than the prices used in the evaluation described above; the
operating costs relating to such production may also increase or decrease from
existing levels. The estimates presented above are in accordance with rules
adopted by the Securities and Exchange Commission.
Item 3. Legal Proceedings
The Partnership is not aware of any material pending legal proceedings
to which it is a party or of which any of its property is the subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of limited partners during the
fourth quarter of the fiscal year.
I-7
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
PART II
Item 5. Market Price of and Distributions on the Registrant's Units and
Related Limited Partner Matters
Market Information
Units in the Partnership were initially sold at a price of $100 per
Unit. Units are not traded on any exchange and there is no established public
trading market for the Units. Swift is aware of negotiated transfers of Units
between unrelated parties; however, these transfers have been limited and
sporadic. Due to the nature of these transactions, Swift has no verifiable
information regarding prices at which Units have been transferred.
Holders
As of December 31, 1999, there were 174 Limited Partners holding Units
in the Partnership.
Distributions
The Partnership generally makes distributions to Limited Partners on a
quarterly basis, subject to the restrictions set forth in the Limited
Partnership Agreement. In the fiscal year ended December 31, 1998 and 1999, the
Partnership distributed a total of $100,500 and $35,600, respectively, to the
holders of its Units. Cash distributions constitute net proceeds from sale of
oil and gas production after payment of lease operating expenses and other
partnership expenses. Some or all of such amounts or any proceeds from the sale
of partnership properties could be deemed to constitute a return of investors'
capital.
Oil and gas investments involve a high risk of loss, and no assurance
can be given that any particular level of distributions to holders of Units can
be achieved or maintained. Although it is anticipated that quarterly
distributions will continue to be made through 2000, the Partnership's ability
to make distributions could be diminished by any event adversely affecting the
oil and gas properties in which the Partnership owns interests or the amount of
revenues received by the Partnership therefrom.
The Partnership's Limited Partnership Agreement contains various
provisions which might serve to delay, defer or prevent a change in control of
the Partnership, such as the requirement of a vote of Limited Partners in order
to sell all or substantially all of the Partnership's properties or the
requirement of consent by the Managing General Partner to transfers of limited
partnership interests.
II-1
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
Item 6. Selected Financial Data
The following selected financial data, prepared in accordance with
generally accepted accounting principles as of December 31, 1999, 1998, 1997,
1996 and 1995, should be read in conjunction with the financial statements
included in Item 8:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenues $ 52,324 $ 57,768 $ 129,175 $ 262,793 $ 175,299
Income (Loss) $ 2,065 $ (53,611) $ 55,364 $ 136,953 $ 9,105
Total Assets $ 140,846 $ 177,037 $ 339,803 $ 477,376 $ 555,277
Cash Distributions $ 38,351 $ 108,958 $ 193,554 $ 127,215 $ 96,976
Long Term Obligations $ -- $ -- $ -- $ -- $ --
Limited Partners' Net
Income (Loss) Per Unit $ .12 $ (1.97) $ 3.10 $ 7.44 $ 1.02
Limited Partners' Cash
Distributions Per Unit $ 2.12 $ 6.00 $ 10.38 $ 6.75 $ 4.95
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidation
During the first quarter of 2000, the Managing General Partner mailed
proxy material to the limited partners proposing to sell all the Partnership's
nonoperating interests in oil and gas properties and dissolve and liquidate the
Partnership. If this proposal is approved, it is anticipated that the
liquidation of the Partnership will be substantially completed within the next
two years.
Liquidity and Capital Resources
Oil and gas reserves are depleting assets and therefore often experience
significant production declines each year from the date of acquisition through
the end of the life of the property. The primary source of liquidity to the
Partnership comes almost entirely from the income generated from the sale of oil
and gas produced from ownership interests in oil and gas properties. This source
of liquidity and the related results of operations, and in turn cash
distributions, will decline in future periods as the oil and gas produced from
these properties also declines while production and general and administrative
costs remain relatively stable making it unlikely that the Partnership will hold
the properties until they are fully depleted, but will likely liquidate when a
substantial majority of the reserves have been produced. Cash distributions to
partners are determined quarterly, based upon the net profits interest payment
received from the companion operating partnership, less general and
administrative expenses. The net profits interest payment is determined based
upon net proceeds from sale of oil and gas production after payment of lease
operating expense, taxes and development costs. In addition, future partnership
cash requirements are taken into account to determine necessary cash reserves.
Net cash provided by operating activities totaled $28,303, $52,285 and
$235,586 in 1999, 1998 and 1997, respectively. The decrease in cash provided by
operating activities in 1999 is related to a decrease in the Partnership's
production. Cash provided by proceeds from the sale of nonoperating interests in
properties totaled $1,247 and $5,971 in 1999 and 1997, respectively. Capital
expenditures in 1999, 1998 and 1997 totaled $7,609, $8,558 and $5,025,
respectively. Cash distributions to partners totaled $38,351, $108,958 and
$193,554 in 1999, 1998 and 1997, respectively. In 1999, cash distributions were
effected by production declines from the Partnership's depleting property
interests and low oil and gas prices received during the first part of this
year.
The Partnership has expended all of the partners' net commitments
available for property acquisitions and development by acquiring producing oil
and gas properties. The partnership invests primarily in proved producing
properties with nominal levels of future costs of development for proven but
undeveloped reserves. Significant purchases of additional reserves or extensive
drilling activity are not anticipated. As of December 31, 1999, the Partnership
anticipates that its net profits interest will be burdened with approximately
$10,168 and $11,525 over the next two years, respectively, to develop and
enhance the proved oil and gas reserves related to its nonoperating property
interests. 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.
The Managing General Partner expects funds available from net profits interests
to be distributed to the partners.
II-2
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
Results of Operations
Income from nonoperating interests decreased 6 percent in 1999 over
1998. Oil and gas sales declined $9,564 or 11 percent in 1999 vs. 1998,
primarily due to decreased oil and gas production. In 1999, production volumes
decreased 31 percent as oil and gas production declined 38 percent and 26
percent, respectively, when compared to 1998. Production declines were a result
of the accelerated depletion of the Partnership's mature wells. Oil prices
increased 57 percent or $5.82/BBL to an average of $16.04/BBL and gas prices
increased 19 percent or $0.37/MCF to an average of $2.30/MCF for 1999. Increased
oil and gas prices helped offset the effect of decreased production.
Corresponding production costs per equivalent MCF increased 18 percent
in 1999 compared to 1998, and total production costs decreased 19 percent in
1999, due to production declines.
Total amortization expense for 1999 decreased 71 percent or $58,398
when compared to 1998. In 1998, two components, the normal provision, calculated
on the units of production method, and the additional provision, relating to the
ceiling limitation, make up total amortization expense. Normal amortization
expense decreased 36 percent or $13,790 in 1999 compared to 1998, related to the
decline in production volumes.
Income from nonoperating interests decreased 56 percent in 1998 over
1997. Oil and gas sales decreased 52 percent in 1998 vs. 1997. 1998 oil and gas
prices decreased 42 percent or $7.42/BBL and 20 percent or $.48/MCF,
respectively. These price declines had a significant impact on partnership
performance. Also, production volumes decreased 32 percent due to a 30 percent
gas production decrease and a 34 percent oil production decline. The decrease in
gas production, due to accelerated depletion in 1998 on a south Louisiana gas
unit (Cairn acquisition) further contributed to the partnership's decreased
revenues. The sale in late 1997 of one of the partnership's oil properties
partially contributed to the 1998 oil production declines.
Total amortization expense for 1998 increased 99 percent or $40,977
when compared to 1997. Two components, the normal provision, calculated on the
units of production method, and the additional provision, relating to the
ceiling limitation, make up total amortization expense. Normal amortization
expense decreased 9 percent or $3,631 in 1998 when compared to 1997, relating to
the 32 percent decrease in production volumes.
The Partnership recorded an additional provision in amortization in
1998 of $44,608, 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 for oil and
gas properties resulting in a full cost ceiling impairment.
During 2000, Partnership revenues and costs will be shared between the
limited partners and general partners in an 85:15 ratio, based on Partnership
payout having occurred in January 1999.
Year 2000
The Year 2000 issue resulted from computer programs and embedded
computer chips with date fields which could not distinguish between the years
1900 and 2000. The Managing General Partner implemented steps necessary to make
its operations and the related operations of the Partnership capable of
addressing the Year 2000. These steps included upgrading, testing and certifying
its computer systems and field operation services and obtaining Year 2000
compliance certification from all important business suppliers. The Managing
General Partner formed a task force during 1998 to address the Year 2000 issue
and prepare its business systems for the Year 2000. The Managing General Partner
either replaced or updated mission critical systems and completed testing before
2000 began.
The Managing General Partner's business systems are almost entirely
comprised of off-the-shelf software. Most of the necessary changes in computer
instructional code were made by upgrading this software. In addition, the
Managing General Partner received certification as to Year 2000 compliance from
vendors or third party consultants.
The costs incurred to address the Year 2000 issue with respect to the
Managing General Partners' business systems did not have a material effect on
the Partnership's results of operations, or its liquidity and financial
condition. The estimated total cost to the Managing General Partner to address
Year 2000 issues was less than $150,000, most of which was spent during the
testing phase. The Partnership's share of this cost was insignificant.
II-3
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
The most reasonably likely worst case scenario would have been a
prolonged disruption of external power sources upon which core equipment relies,
resulting in a substantial decrease in the Partnership's oil and gas production
activities. In addition, the pipeline operators to whom the Managing General
Partner sells the Partnership's natural gas, as well as other customers and
suppliers, could have been prone to Year 2000 problems that could not be
assessed or detected by the Managing General Partner.
As of the filing of this report, the Managing General Partner is not
aware of any Year 2000 problems either experienced by it or by parties which it
does business, and does not expect to experience such problems in the future.
Item 8. Financial Statements and Supplementary Data
See Part IV, Item 14(a) for index to financial statements.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
II-4
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
PART III
Item 10. Directors and Executive Officers of the Registrant
As a limited partnership, the Registrant has no directors or executive
officers. The business and affairs of the Registrant are managed by Swift as
Managing General Partner. Set forth below is certain information as of March 10,
2000 regarding the directors and executive officers of Swift.
<TABLE>
<CAPTION>
Position(s) with
Name Age Swift and Other Companies
---- --- -------------------------
DIRECTORS
---------
<S> <C> <C>
A. Earl Swift 66 Chief Executive Officer and
Chairman of the Board
Virgil N. Swift 71 Executive Vice President - Business
Development, Vice Chairman of the Board
G. Robert Evans 68 Director of Swift; Chairman of the Board,
Material Sciences Corporation;
Director, Consolidated Freightways, Inc.,
Fibreboard Corporation, Elco Industries, and
Old Second Bancorp
Raymond O. Loen 75 Director of Swift; President, R. O. Loen
Company
Henry C. Montgomery 64 Director of Swift; Chairman of the Board,
Montgomery Financial Services Corporation;
Director, Southwall Technology Corporation
Clyde W. Smith, Jr. 51 Director of Swift; President, Somerset
Properties, Inc.
Harold J. Withrow 72 Director of Swift
EXECUTIVE OFFICERS
------------------
Terry E. Swift 44 President
Joe A. D'Amico 51 Chief Operating Officer
John R. Alden 54 Senior Vice President - Finance,
Chief Financial Officer and Secretary
Bruce H. Vincent 52 Senior Vice President - Funds Management
James M. Kitterman 55 Senior Vice President - Operations
Alton D. Heckaman, Jr. 42 Vice President - Finance and Controller
</TABLE>
III-1
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
From time to time, Swift as Managing General Partner of the Partnership
purchases Units in the Partnership from investors who offer the Units pursuant
to their right of presentment, which purchases are made pursuant to terms set
out in the Partnership's original Limited Partnership Agreement. Due to the
frequency and large number of these transactions, Swift reports these
transactions under Section 16 of the Securities Exchange Act of 1934 on an
annual rather than a monthly basis. In some cases such annual reporting may
constitute a late filing of the required Section 16 reports under the applicable
Section 16 rules.
Item 11. Executive Compensation
As noted in Item 10, "Directors and Executive Officers of the
Registrant," above, the Partnership has no executive officers. The executive
officers of Swift and VJM are not compensated by the Partnership.
Certain fees and allowances contemplated by the Limited Partnership
Agreement have been paid by the Partnership to Swift and VJM. See Note (4) in
Notes To Financial Statements (Related-Party Transactions) for further
discussion.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No single limited partner is known to the Partnership to be the
beneficial owner of more than five percent of the Partnership's Units.
Swift and VJM are not aware of any arrangement, the operation of which
may at a subsequent date result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions
As noted in Item 10, "Directors and Executive Officers of the
Registrant," above, the Partnership has no executive officers or directors, and
thus has not engaged in any transactions in which any such person had an
interest. The Partnership is permitted to engage in certain transactions with
Swift as Managing General Partner and VJM as Special General Partner, subject to
extensive guidelines and restrictions as described in the "Conflicts of
Interest" section of the Amended Prospectus contained in the Registration
Statement, which is incorporated herein by reference.
Summarized below are the principal transactions that have occurred
between the Partnership, on one hand, and Swift, VJM and their affiliates, on
the other.
Certain Transactions with General Partners
1. As described in Item 1, "Business," above, during 1989 the
Partnership entered into an NP/OR Agreement with the Operating Partnership,
which is also managed by Swift and VJM. Pursuant to such NP/OR Agreement, the
Operating Partnership acquired the oil and gas properties described under Item 2
above and conveyed nonoperating interests therein to the Partnership.
2. Swift acts as operator for many of the wells in which the
Partnership has nonoperating interests and has received compensation for such
activities in accordance with standard industry operating agreements.
3. The Partnership paid to Swift and VJM certain fees as contemplated
by the Limited Partnership Agreement. See Note (4) in Notes To Financial
Statements (Related-Party Transactions) for further discussion.
III-2
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
<TABLE>
<CAPTION>
a(1) FINANCIAL STATEMENTS PAGE NO.
-------------------- --------
<S> <C>
Report of Independent Public Accountants IV-2
Balance Sheets as of December 31, 1999 and 1998 IV-3
Statements of Operations for the years ended
December 31, 1999, 1998 and 1997 IV-4
Statements of Partners' Capital for the years ended
December 31, 1999, 1998 and 1997 IV-5
Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997 IV-6
Notes to Financial Statements IV-7
</TABLE>
a(2) FINANCIAL STATEMENT SCHEDULES
All schedules required by the SEC are either inapplicable or the
required information is included in the Financial Statements, the
Notes thereto, or in other information included elsewhere in this
report.
a(3) EXHIBITS
3.1 Limited Partnership Agreement of Swift Energy Managed
Pension Assets Partnership 1989-2, Ltd., dated September
30, 1989. (Form 10-K for year ended December 31, 1989,
Exhibit 3.1).
3.2 Certificate of Limited Partnership of Swift Energy Managed
Pension Assets Partnership 1989-2, Ltd., as filed
September 29, 1989, with the Texas Secretary of State.
(Form 10-K for year ended December 31, 1989, Exhibit 3.2).
10.1 Net Profits and Overriding Royalty Interest Agreement
between Swift Energy Managed Pension Assets Partnership
1989-2, Ltd. and Swift Energy Income Partners 1989-3, Ltd.
dated September 30, 1989. (Form 10-K for year ended
December 31, 1989, Exhibit 10.1).
99.1 A copy of the following section of the Prospectus dated
April 22, 1988, contained in Pre-Effective Amendment No. 1
to Registration Statement No. 33-19721 on Form S-1 for
Swift Energy Managed Pension Assets Partnership II, as
filed on April 21, 1988, which have been incorporated
herein by reference: "Proposed Activities" (pp 38 - 48)
and "Conflicts of Interest" (pp. 65 - 73). (Form 10-K for
year ended December 31, 1989, Exhibit 28.1).
b(1) REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter ended
December 31, 1999.
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.
No annual report to security holders covering the Partnership's 1999
fiscal year has been sent to Limited Partners of the Partnership.
IV-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Swift Energy Managed Pension Assets Partnership 1989-2, Ltd.:
We have audited the accompanying balance sheets of Swift Energy Managed
Pension Assets Partnership 1989-2, Ltd., (a Texas limited partnership) as of
December 31, 1999 and 1998, and the related statements of operations, partners'
capital and cash flows for the years ended December 31, 1999, 1998 and 1997.
These financial statements are the responsibility of the Managing General
Partner's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Swift Energy Managed
Pension Assets Partnership 1989-2, Ltd., as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the years ended December
31, 1999, 1998 and 1997, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Houston, Texas
February 9, 2000
IV-2
<PAGE>
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1989-2, LTD.
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
-------------- ---------------
ASSETS:
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,135 $ 17,545
Nonoperating interests income receivable 24,555 26,601
-------------- ---------------
Total Current Assets 25,690 44,146
-------------- ---------------
Nonoperating interests in oil and gas
properties, using full cost accounting 1,425,049 1,418,687
Less-Accumulated amortization (1,309,893) (1,285,796)
-------------- ---------------
115,156 132,891
-------------- ---------------
$ 140,846 $ 177,037
============== ===============
LIABILITIES AND PARTNERS' CAPITAL:
Current Liabilities:
Accounts Payable $ 2,786 $ 2,691
-------------- ---------------
Limited Partners' Capital (16,761 Limited Partnership
Units; $100 per unit) 138,057 174,274
General Partners' Capital 3 72
-------------- ---------------
Total Partners' Capital 138,060 174,346
-------------- ---------------
$ 140,846 $ 177,037
============== ===============
</TABLE>
See accompanying notes to financial statements.
IV-3
<PAGE>
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1989-2, LTD.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------- -------------- ---------------
REVENUES:
<S> <C> <C> <C>
Income from nonoperating interests $ 52,024 $ 55,362 $ 124,817
Interest income 300 2,406 4,358
------------- -------------- ---------------
52,324 57,768 129,175
------------- -------------- ---------------
COSTS AND EXPENSES:
Amortization -
Normal 24,097 37,887 41,518
Additional -- 44,608 --
General and administrative 26,162 28,884 32,293
------------- -------------- ---------------
50,259 111,379 73,811
------------- -------------- ---------------
NET INCOME (LOSS) $ 2,065 $ (53,611) $ 55,364
============= ============== ===============
</TABLE>
See accompanying notes to financial statements.
IV-4
<PAGE>
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1989-2, LTD.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Limited General Combining
Partners Partners Adjustment Total
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Balance,
December 31, 1996 $ 460,644 $ 12,121 $ 2,340 $ 475,105
Income (Loss) 52,009 7,617 (4,262) 55,364
Cash Distributions (173,900) (19,654) -- (193,554)
-------------- -------------- -------------- --------------
Balance,
December 31, 1997 338,753 84 (1,922) 336,915
-------------- -------------- -------------- --------------
Income (Loss) (32,948) 8,446 (29,109) (53,611)
-------------- -------------- -------------- --------------
Balance,
December 31, 1998 205,305 72 (31,031) 174,346
-------------- -------------- -------------- --------------
Income (Loss) 2,057 2,682 (2,674) 2,065
Cash Distributions (35,600) (2,751) -- (38,351)
-------------- -------------- -------------- --------------
Balance,
December 31, 1999 $ 171,762 $ 3 $ (33,705) $ 138,060
============== ============== ============== ==============
Limited Partners' net income (loss)
per unit
1997 $ 3.10
==============
1998 $ (1.97)
==============
1999 $ 0.12
==============
</TABLE>
See accompanying notes to financial statements.
IV-5
<PAGE>
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1989-2, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Income (loss) $ 2,065 $ (53,611) $ 55,364
Adjustments to reconcile income (loss) to
net cash provided by operations:
Amortization 24,097 82,495 41,518
Change in assets and liabilities:
(Increase) decrease in nonoperating interests income receivable 2,046 23,598 138,087
Increase (decrease) in accounts payable 95 (197) 617
------------- ------------- -------------
Net cash provided by (used in) operating activities 28,303 52,285 235,586
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to nonoperating interests in oil and gas properties (7,609) (8,558) (5,025)
Proceeds from sales of nonoperating interests in oil and gas properties 1,247 -- 5,971
------------- ------------- -------------
Net cash provided by (used in) investing activities (6,362) (8,558) 946
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners (38,351) (108,958) (193,554)
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (16,410) (65,231) 42,978
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 17,545 82,776 39,798
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,135 $ 17,545 $ 82,776
============= ============= =============
</TABLE>
See accompanying notes to financial statements.
IV-6
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
NOTES TO FINANCIAL STATEMENTS
(1) Organization and Terms of Partnership Agreement -
Swift Energy Managed Pension Assets Partnership 1989-2, Ltd., a Texas
limited partnership ("the Partnership"), was formed on September 30, 1989, for
the purpose of purchasing net profits interests, 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 Partners, Ltd. ("VJM"), a Texas limited
partnership, serve as Managing General Partner and Special General Partner of
the Partnership, respectively. The Managing General Partner is required to
contribute up to 1/99th of limited partner net contributions. The 182 limited
partners made total capital contributions of $1,676,058.
Nonoperating interests acquisition costs and the management fee are
borne 99 percent by the limited partners and one percent by the Managing General
Partner. Organization and syndication costs were borne solely by the limited
partners.
Initially, all continuing costs (including 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, as defined, however, the cash distribution rate (as defined
in the Partnership Agreement) 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. Payout
occurred in January 1999; therefore, for 1999 and each year remaining in the
life of the partnership, the continuing costs and revenues will be shared 85
percent by the limited partners and 15 percent by the general partners.
During the first quarter of 2000, the Managing General Partner mailed
proxy material to the limited partners proposing to sell all the Partnership's
nonoperating interests in oil and gas properties and dissolve and liquidate the
Partnership. If this proposal is approved, it is anticipated that the
liquidation of the Partnership will be substantially completed within the next
two years.
(2) 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.
Oil and Gas Revenues --
Oil and gas revenues are reported using the entitlement method in which
the Partnership recognizes its interest in oil and natural gas production as
revenue.
Nonoperating Interests in Oil and Gas Properties --
The Partnership accounts for its ownership interest in oil and gas
properties using the proportionate consolidation method, whereby the
Partnership's share of assets, liabilities, revenues and expenses is included in
the appropriate classification in the financial statements.
For financial reporting purposes, the Partnership follows the
"full-cost" method of accounting for nonoperating interests in oil and gas
properties. 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.
IV-7
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Partnership computes the provision for amortization of nonoperating
interests in oil and gas properties on the units-of-production method. Under
this method, the provision is calculated by multiplying the total unamortized
cost of nonoperating interests in 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 units of proved oil and gas reserves attributable
to the Partnership's nonoperating interests at the beginning of the period.
The calculation of the "ceiling limitation" and the provision for
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.
Cash and Cash Equivalents --
Highly liquid debt instruments with an initial maturity of three months
or less are considered to be cash equivalents.
Reclassifications --
Certain reclassifications have been made to the prior year balances to
conform with the current year presentation.
(3) Acquisition of Nonoperating Interests in Oil and Gas Property Costs -
Effective September 30, 1989, the Partnership entered into a Net
Profits and Overriding Royalty Interests Agreement ("NP/OR Agreement") with
Swift Energy Income Partners 1989-3, Ltd. ("Operating Partnership"), managed by
Swift, for the purpose of acquiring interests in producing oil and gas
properties. Under the 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 as defined. Property
acquisition costs are amounts actually paid by the Operating Partnership for the
properties plus costs incurred by the Operating Partnership in acquiring the
properties and costs related to screening and evaluation of properties not
acquired. In 1999, 1998 and 1997, the Partnership acquired nonoperating
interests in producing oil and gas properties for $7,609, $8,558 and $5,025,
respectively.
During 1998, the Partnership's unamortized oil and gas property costs
exceeded the quarterly calculations of the "ceiling limitation" resulting in an
additional provision for amortization of $44,608. In addition, the limited
partners' share of unamortized oil and gas property costs exceeded their
"ceiling limitation" in 1998, resulting in a valuation allowance of $28,545.
This amount is included in the income (loss) attributable to the limited
partners shown in the statements of partners' capital together with a "combining
adjustment" for the differences between the limited partners' valuation
allowances and the Partnership's full cost write down. The "combining
adjustment" changes quarterly as the Partnership's total amortization provision
is more or less than the combined amortization provision attributable to the
general and limited partners.
(4) Related-Party Transactions -
An affiliate of the Special General Partner, as Dealer Manager,
received $41,901 for managing and overseeing the offering of limited partnership
units.
A one-time management fee of $41,901 was paid to Swift in 1989 for
services performed for the Partnership. During 1999, 1998 and 1997, the
Partnership paid Swift $17,252, $23,127 and $25,141, respectively, as general
and administrative overhead allowances.
(5) Federal Income Taxes -
The Partnership is not a tax-paying entity. No provision is made in the
accounts of the Partnership for federal or state income taxes, since such taxes
are liabilities of the individual partners, and the amounts thereof depend upon
their respective tax situations.
IV-8
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The tax returns and the amount of distributable Partnership income are
subject to examination by the federal and state taxing authorities. If the
Partnership's royalty income for federal income tax purposes is ultimately
changed by the taxing authorities, the tax liability of the limited partners
could be changed accordingly. Royalty income reported on the Partnership's
federal return of income for the years ended December 31, 1999, 1998 and 1997
was $26,918, $19,768 and $93,938, respectively. The difference between royalty
income for federal income tax purposes reported by the Partnership and income or
loss from nonoperating interests reported herein primarily results from the
exclusion of amortization (as described below) from ordinary income reported in
the Partnership's federal return of income.
For federal income tax purposes, amortization with respect to oil and
gas is computed separately by the partners and not by the Partnership. Since the
amount of amortization on nonoperating interests in oil and gas properties is
not computed at the Partnership level, amortization is not included in the
Partnership's income for federal income tax purposes but is charged directly to
the partners' capital accounts to the extent of the cost of the nonoperating
interests in oil and gas properties, and thus is treated as a separate item on
the partners' Schedule K-1. Amortization for federal income tax purposes may
vary from that computed for financial reporting purposes in cases where a
ceiling adjustment is recorded, as such amount is not recognized for tax
purposes.
(6) 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.
In the normal course of business, the Partnership extends credit,
primarily in the form of monthly oil and gas sales receivables, 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.
(7) 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.
IV-9
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
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.
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1989-2, LTD.
(Registrant)
By: SWIFT ENERGY COMPANY
General Partner
Date: March 10, 2000 By: s/b A. Earl Swift
----------------- -------------------------------
A. Earl Swift
Chief Executive Officer
Date: March 10, 2000 By: s/b John R. Alden
----------------- -------------------------------
John R. Alden
Principal Financial Officer
Date: March 10, 2000 By: s/b Alton D. Heckaman, Jr.
----------------- -------------------------------
Alton D. Heckaman, Jr.
Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1989-2, LTD.
(Registrant)
By: SWIFT ENERGY COMPANY
General Partner
Date: March 10, 2000 By: s/b A. Earl Swift
----------------- -------------------------------
A. Earl Swift
Director and Principal
Executive Officer
Date: March 10, 2000 By: s/b Virgil N. Swift
----------------- -------------------------------
Virgil N. Swift
Director and Executive
Vice President - Business
Development
V-1
<PAGE>
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
SIGNATURES
Date: March 10, 2000 By: s/b G. Robert Evans
----------------- ------------------------------
G. Robert Evans
Director
Date: March 10, 2000 By: s/b Raymond O. Loen
----------------- ------------------------------
Raymond O. Loen
Director
Date: March 10, 2000 By: s/b Henry C. Montgomery
----------------- ------------------------------
Henry C. Montgomery
Director
Date: March 10, 2000 By: s/b Clyde W. Smith, Jr.
----------------- ------------------------------
Clyde W. Smith, Jr.
Director
Date: March 10, 2000 By: s/b Harold J. Withrow
----------------- ------------------------------
Harold J. Withrow
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Swift Energy
Managed Pension Assets Partnership 1989-2, Ltd.'s balance sheet and statement of
operations contained in its Form 10-K for the year ended December 31, 1999 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,135
<SECURITIES> 0
<RECEIVABLES> 24,555
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,690
<PP&E> 1,425,049
<DEPRECIATION> (1,309,893)
<TOTAL-ASSETS> 140,846
<CURRENT-LIABILITIES> 2,786
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 138,060
<TOTAL-LIABILITY-AND-EQUITY> 140,846
<SALES> 52,024
<TOTAL-REVENUES> 52,324
<CGS> 0
<TOTAL-COSTS> 24,097<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,065
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,065
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,065
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes lease operating expenses, production taxes and depreciation and
amortization expense. Excludes general and administrative and interest expense.
</FN>
</TABLE>
