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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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File number 33-37983-04
SWIFT ENERGY PENSION PARTNERS 1991-B, LTD.
(Exact name of registrant as specified in its charter)
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<S> <C>
Texas 76-0343142
(State or other jurisdiction of organization) (I.R.S. Employer Identification No.)
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16825 Northchase Drive, Suite 400
Houston, Texas 77060
(Address of principal executive offices)
(Zip Code)
(281)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 PENSION PARTNERS 1991-B, LTD.
INDEX
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<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
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ITEM 1. Financial Statements
Balance Sheets
- March 31, 1997 and December 31, 1996 3
Statements of Operations
- Three month periods ended March 31, 1997 and 1996 4
Statements of Cash Flows
- Three month periods ended March 31, 1997 and 1996 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
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SWIFT ENERGY PENSION PARTNERS 1991-B, LTD.
BALANCE SHEETS
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<CAPTION>
March 31, December 31,
1997 1996
-------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 370,495 $ 429,657
Nonoperating interests income receivable 46,356 16,136
-------------- --------------
Total Current Assets 416,851 445,793
-------------- --------------
Nonoperating interests in oil and gas
properties, using full cost accounting 3,035,384 3,032,163
Less-Accumulated amortization (2,392,139) (2,362,406)
-------------- --------------
643,245 669,757
-------------- --------------
$ 1,060,096 $ 1,115,550
============== ==============
LIABILITIES AND PARTNERS' CAPITAL:
Current Liabilities:
Payable related to excess costs $ 4,759 $ 5,548
-------------- --------------
Partners' Capital 1,055,337 1,110,002
-------------- --------------
$ 1,060,096 $ 1,115,550
============== ==============
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See accompanying notes to financial statements.
3
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SWIFT ENERGY PENSION PARTNERS 1991-B, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
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<CAPTION>
Three Months Ended
March 31,
---------------------------------
1997 1996
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REVENUES:
Income from nonoperating interests $ 56,361 $ 96,022
Interest income 4,725 5
--------------- ---------------
61,086 96,027
--------------- ---------------
COSTS AND EXPENSES:
Amortization 29,733 47,196
General and administrative 15,001 14,498
--------------- ---------------
44,734 61,694
--------------- ---------------
NET INCOME (LOSS) $ 16,352 $ 34,333
=============== ===============
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Limited Partners' net income (loss)
per unit
March 31, 1997 $ .01
===============
March 31, 1996 $ .01
===============
See accompanying note to financial statements.
4
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SWIFT ENERGY PENSION PARTNERS 1991-B, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
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<CAPTION>
Three Months Ended
March 31,
---------------------------------------
1997 1996
---------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) $ 16,352 $ 34,333
Adjustments to reconcile income (loss) to
net cash provided by operations:
Amortization 29,733 47,196
Change in assets and liabilities:
(Increase) decrease in nonoperating interests income receivable (30,220) (14,458)
---------------- ---------------
Net cash provided by (used in) operating activities 15,865 67,071
---------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to nonoperating interests
in oil and gas properties (3,221) (5,446)
Proceeds from sale of nonoperating interests
in oil and gas properties -- 2,325
Increase (decrease) in payable related to excess costs (789) (35,090)
---------------- ---------------
Net cash provided by (used in) investing activities (4,010) (38,211)
---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners (71,017) (28,855)
---------------- ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (59,162) 5
---------------- ---------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 429,657 1,167
---------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 370,495 $ 1,172
================ ===============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ -- $ 1,165
================ ===============
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See accompanying notes to financial statements.
5
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SWIFT ENERGY PENSION PARTNERS 1991-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, 1996 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 ("SEC"). 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 Pension Partners 1991-B, Ltd., a Texas limited
partnership ("the Partnership"), was formed on September 30, 1991, 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
and Canada. 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 sole limited partner of the Partnership is Swift Depositary Company,
which has assigned all of its beneficial (but not of record) rights and
interest as limited partner to the investors in the Partnership
("Interest Holders"), in the form of Swift Depositary Interests
("SDIs").
The Managing General Partner has paid or will pay out of its
own corporate funds (as a capital contribution to the Partnership) all
selling commissions, offering expenses, printing, legal and accounting
fees and other formation costs incurred in connection with the offering
of SDIs and the formation of the Partnership, for which the Managing
General Partner will receive an interest in continuing costs and
revenues of the Partnership. The 339 Interest Holders made total capital
contributions of $2,938,207.
Generally, all continuing costs (including general and
administrative reimbursements and direct expenses) and revenues are
allocated 85 percent to the interest holders and 15 percent to the
general partners. After partnership payout, as defined in the
Partnership Agreement, continuing costs and revenues will be shared 75
percent by the interest holders, and 25 percent by the general partners.
(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. Certain reclassifications have been
made to prior year amounts to conform to the current year presentation.
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 PENSION PARTNERS 1991-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 units of 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 -
The Partnership entered into a Net Profits and Overriding
Royalty Interest Agreement ("NP/OR Agreement") with Swift Energy
Operating Partners 1991-B, Ltd. ("Operating Partnership"), an affiliated
partnership managed by Swift for the purpose of acquiring working
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 the
Partnership's 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
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SWIFT ENERGY PENSION PARTNERS 1991-B, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Partnership was formed for the purpose of investing in nonoperating
interests in producing oil and gas properties located within the continental
United States and Canada. 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 was formed, it commenced 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 Interest Holder 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 Interest Holders 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 was formed September 30, 1991, and effective at such date
expended all of the Interest Holders' capital contributions in the acquisition
of nonoperating interests in producing oil and gas properties.
The Partnership does not allow for additional assessments from the
partners or interest holders to fund capital requirements. However, funds are
available from partnership revenues or proceeds from the sale of partnership
property. The Managing General Partner believes that the funds currently
available to the Partnership will be adequate to meet any anticipated capital
requirements.
RESULTS OF OPERATIONS
Income from nonoperating interests decreased 41 percent in the first
quarter of 1997 when compared to the same quarter in 1996. Oil and gas sales
declined 36 percent in the first quarter of 1997 when compared to the same
period in 1996, primarily due to decreased gas and oil production. Gas
production decreased 39 percent and oil production declined 31 percent. The
decrease in production had a significant impact on partnership performance.
Also, a decrease in gas prices of 7 percent or $.16/MCF further contributed to
the decreased revenues.
Associated amortization expense decreased 37 percent or $17,463.
During 1997, partnership revenues and costs will be shared between the
Interest Holders and general partners in an 85:15 ratio.
8
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SWIFT ENERGY PENSION PARTNERS 1991-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.
SWIFT ENERGY PENSION
PARTNERS 1991-B, LTD.
(Registrant)
By: SWIFT ENERGY COMPANY
Managing General Partner
Date: May 5, 1997 By: /s/ John R. Alden
----------- ---------------------------------
John R. Alden
Senior Vice President, Secretary
and Principal Financial Officer
Date: May 5, 1997 By: /s/ Alton D. Heckaman, Jr.
----------- ---------------------------------
Alton D. Heckaman, Jr.
Vice President, Controller
and Principal Accounting Officer
10
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Swift Energy
Pension Partners 1991-B, Ltd.'s balance sheet and statement of operations con-
tained in its Form 10-Q for the quarter ended March 31, 1997 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 370,495
<SECURITIES> 0
<RECEIVABLES> 46,356
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 416,851
<PP&E> 3,035,384
<DEPRECIATION> (2,392,139)
<TOTAL-ASSETS> 1,060,096
<CURRENT-LIABILITIES> 4,759
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,055,337
<TOTAL-LIABILITY-AND-EQUITY> 1,060,096
<SALES> 56,361
<TOTAL-REVENUES> 61,086
<CGS> 0
<TOTAL-COSTS> 29,733<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 16,352
<INCOME-TAX> 0
<INCOME-CONTINUING> 16,352
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,352
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes lease operating expenses, production taxes and depreciation,
depletion and amortization expense. Excludes general and administrative and
interest expense.
</FN>
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