SWIFT ENERGY OPERATING PARTNERS 1992-C LTD
10-Q, 1996-11-13
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                                    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 September 30, 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: 33-37983-12


                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                             <C>
                  Texas                                                                     76-0375254
(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
   ----       ----




<PAGE>
                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.

                                      INDEX


<TABLE>
<S>                                                                                                              <C>
PART I.    FINANCIAL INFORMATION                                                                                 PAGE


      ITEM 1.    Financial Statements

            Balance Sheets

                - September 30, 1996 and December 31, 1995                                                         3

            Statements of Operations

                - Three month and nine month periods ended September 30, 1996 and 1995                             4

            Statements of Cash Flows

                - Nine month periods ended September 30, 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                                                                                      10


SIGNATURES                                                                                                         11
</TABLE>


<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                        September 30,        December 31,
                                                                                             1996                 1995
                                                                                       --------------       --------------
                                                                                         (Unaudited)
         <S>                                                                           <C>                  <C>
         ASSETS:

         Current Assets:
              Cash and cash equivalents                                                $      141,759       $        1,499
              Oil and gas sales receivable                                                    818,034              643,962
              Other                                                                                                  6,938
                                                                                       --------------       --------------
                   Total Current Assets                                                       966,731              645,461
                                                                                       --------------       --------------

         Gas Imbalance Receivable                                                             464,927              497,965
                                                                                       --------------       --------------

         Oil and Gas Properties, using full cost
              accounting                                                                   13,511,033           13,645,649
         Less-Accumulated depreciation, depletion
              and amortization                                                             (9,222,119)          (8,538,463)
                                                                                       --------------       --------------
                                                                                            4,288,914            5,107,186
                                                                                       --------------       --------------
                                                                                       $    5,720,572       $    6,250,612
                                                                                       ==============       ==============

         LIABILITIES AND PARTNERS' CAPITAL:

         Current Liabilities:
              Accounts payable and accrued liabilities                                 $      248,626       $      331,892
                                                                                       --------------       --------------

         Deferred Revenues                                                                    559,644              603,979

         Partners' Capital                                                                  4,912,302            5,314,741
                                                                                       --------------       --------------
                                                                                       $    5,720,572       $    6,250,612
                                                                                       ==============       ==============
</TABLE>


                 See accompanying notes to financial statements.

                                        3

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended                Nine Months Ended
                                                         September 30,                     September 30,
                                              ---------------------------------  ---------------------------------
                                                     1996            1995              1996             1995
                                              ---------------   ---------------  ---------------   ---------------
<S>                                           <C>               <C>              <C>               <C> 
REVENUES:
   Oil and gas sales                          $       678,266   $       492,379  $     2,009,949   $     1,709,386
   Interest income                                      1,263                66            2,836               461
   Other                                                9,330             7,353           32,467            29,951
                                              ---------------   ---------------  ---------------   ---------------
                                                      688,859           499,798        2,045,252         1,739,798
                                              ---------------   ---------------  ---------------   ---------------

COSTS AND EXPENSES:
   Lease operating                                    199,483           148,013          504,073           531,532
   Production taxes                                    35,881            33,728          114,326           109,966
   Depreciation, depletion
      and amortization -
       Normal provision                               203,285           245,432          683,656           815,256
       Additional provision                                --           292,262               --           945,077
   General and administrative                          67,762            72,620          213,970           207,323
                                              ---------------   ---------------  ---------------   ---------------
                                                      506,411           792,055        1,516,025         2,609,154
                                              ---------------   ---------------  ---------------   ---------------
NET INCOME (LOSS)                             $       182,448   $      (292,257) $       529,227   $      (869,356)
                                              ===============   ===============  ===============   ===============



Limited Partners' net income (loss)
               per unit                       $           .01   $          (.02) $           .04   $          (.07)
                                              ===============   ===============  ===============   ================
</TABLE>


                 See accompanying note to financial statements.

                                        4

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                               September 30,
                                                                                --------------------------------------
                                                                                     1996                     1995
                                                                                ---------------         --------------
<S>                                                                             <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Income (Loss)                                                               $      529,227          $      (869,356)
    Adjustments to reconcile income (loss) to
      net cash provided by operations:
      Depreciation, depletion and amortization                                         683,656                1,760,333
      Change in gas imbalance receivable
          and deferred revenues                                                        (11,297)                  44,846
      Change in assets and liabilities:
        (Increase) decrease in oil and gas sales receivable                           (174,072)                 338,802
        (Increase) decrease in other current assets                                     (6,938)                      --
        Increase (decrease) in accounts payable
          and accrued liabilities                                                      (83,266)                 (80,136)
                                                                                --------------          ---------------
               Net cash provided by (used in) operating activities                     937,310                1,194,489
                                                                                --------------          ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to oil and gas properties                                                (43,298)                (150,828)
    Proceeds from sales of oil and gas properties                                      177,914                   27,380
                                                                                --------------          ---------------
               Net cash provided by (used in) investing activities                     134,616                 (123,448)
                                                                                --------------          ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions to partners                                                    (931,666)              (1,124,687)
                                                                                ---------------         ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   140,260                  (53,646)
                                                                                ---------------         ---------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                         1,499                   55,111
                                                                                --------------          ---------------
            CASH AND CASH EQUIVALENTS AT END OF PERIOD                          $      141,759          $         1,465
                                                                                ==============          ===============
</TABLE>


                 See accompanying notes to financial statements.

                                        5

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-C, 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  ("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 Operating Partners 1992-C,  Ltd., a Texas limited
        partnership (the Partnership), was formed on September 30, 1992, for the
        purpose of  purchasing  and operating  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 916 interest holders made total capital
        contributions of $12,952,294.

                  Generally,  all continuing costs (including development costs,
        operating costs,  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.

     Oil and Gas Properties --

                  For financial  reporting purposes the Partnership  follows the
        "full-cost"  method of accounting for oil and gas property costs.  Under
        this  method of  accounting,  all  productive  and  nonproductive  costs
        incurred in the  acquisition and development of oil and gas reserves are
        capitalized.  Such costs  include  lease  acquisitions,  geological  and
        geophysical  services,  drilling,  completion,   equipment  and  certain
        general and  administrative  costs directly  associated with acquisition
        and development activities.  General and administrative costs related to
        production and general overhead are expensed as incurred. No general and
        administrative  costs  were  capitalized  during the nine  months  ended
        September 30, 1996 and 1995.

                  Future  development,   site  restoration,   dismantlement  and
        abandonment   costs,   net  of  salvage  values,   are  estimated  on  a
        property-by-property  basis based on current economic conditions and are
        amortized  to  expense  as the  Partnership's  capitalized  oil  and gas
        property costs are amortized.


                                      6


 <PAGE>
                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

                  The  unamortized  cost of 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 proved properties using current prices,  discounted at ten
        percent,  and the lower of cost or fair  value of  unproved  properties.
        Proceeds  from the sale or  disposition  of oil and gas  properties  are
        treated as a reduction  of oil and gas  property  costs with no gains or
        losses being recognized except in significant transactions.

                  The  Partnership  computes  the  provision  for  depreciation,
        depletion   and   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,    including   future    development,    site   restoration,
        dismantlement  and abandonment  costs, by an overall  amortization  rate
        that  is  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 -

                  Effective  September 30, 1992, the Partnership  entered into a
        Net  Profits  and  Overriding   Royalty   Interest   Agreement   ("NP/OR
        Agreement")  with Swift Energy Pension Partners  1992-C,  Ltd.  (Pension
        Partnership), an affiliated partnership managed by Swift for the purpose
        of acquiring nonoperating interests in producing oil and gas properties.
        Under the terms of the NP/OR  Agreement,  the Partnership will convey to
        the Pension  Partnership  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 Pension  Partnership's  proportionate
        share of the property acquisition costs.

(5)  Gas Imbalances -

                  The  gas  imbalance   receivable  and  deferred  revenues  are
        accounted  for on  the  entitlements  method,  whereby  the  Partnership
        records its share of revenue,  based on its entitled amount. Any amounts
        over or under  the  entitled  amount  are  recorded  as an  increase  or
        decrease  to the  gas  imbalance  receivable  or  deferred  revenues  as
        applicable.

(6)  Vulnerability Due to Certain Concentrations -

                  The  Company'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.

(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.



                                      7
<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


GENERAL

      The  Partnership  was formed for the purpose of investing 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 result of operations.  When
the Partnership is formed, it commences its "acquisition"  phase, with all funds
placed in short-term  investments until required for such property acquisitions.
The interest  earned on these  pre-acquisition  investments  becomes the primary
cash flow source for initial Interest Holder  distributions.  As the Partnership
acquires  producing  properties,  net cash from operations becomes available for
distribution,  along with the investment  income.  After  partnership funds have
been expended on producing oil and gas properties,  the  Partnership  enters its
"operations" phase. During this phase, oil and gas sales generate  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  acquired  oil  and gas  properties,  when  the  sale of such
properties is economically appropriate or preferable to continued operation.

LIQUIDITY AND CAPITAL RESOURCES

      The  Partnership  has expended all of the  Interest  Holders'  commitments
available  for  property   acquisitions  by  acquiring  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,  borrowings 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

      The  following  analysis  explains  changes  in the  revenue  and  expense
categories  for the quarter  ended  September  30, 1996  (current  quarter) when
compared to the quarter ended September 30, 1995  (corresponding  quarter),  and
for the nine months ended September 30, 1996 (current period),  when compared to
the nine months ended September 30, 1995 (corresponding period).

Three Months Ended September 30, 1996 and 1995

      Oil and gas sales increased  $185,887 or 38 percent in the current quarter
of 1996 when  compared to the  corresponding  quarter in 1995,  primarily due to
increased  gas and oil  prices.  An  increase  in gas  prices of 78  percent  or
$1.07/MCF and in oil prices of 55 percent or $7.47/BBL had a significant  impact
on  partnership  performance.  However,  current  quarter oil and gas production
decreased  36 percent  and 17  percent,  respectively,  when  compared  to third
quarter 1995 production  volumes,  partially  offsetting the effect of increased
gas and oil prices.

      Associated depreciation expense decreased 17 percent or $42,147.

      The  Partnership   recorded  an  additional   provision  in  depreciation,
depletion  and  amortization  in the third quarter of 1995 for $292,262 when the
present value,  discounted at ten percent, of estimated future net revenues from
oil and gas properties  based on the prices in effect at the filing date,  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.

 
                                      8

<PAGE>
                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



Nine Months Ended September 30, 1996 and 1995

      Oil and gas sales  increased  $300,563  or 18  percent  in the first  nine
months of 1996 over the corresponding  period in 1995. An increase in gas prices
of 59 percent or  $.84/MCF  and in oil  prices of 27 percent or  $4.01/BBL  were
major  contributing  factors to the  increased  revenues  for the period.  Also,
current  period oil and gas  production  decreased  30 percent  and 17  percent,
respectively,  when  compared  to the  corresponding  period in 1995,  partially
offsetting the effect of increased gas and oil prices.

      Associated depreciation expense decreased 16 percent or $131,600.

      The  Partnership   recorded  an  additional   provision  in  depreciation,
depletion  and  amortization  in the first nine months of 1995 for $945,077 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
Interest Holders and general partners in an 85:15 ratio.


                                       9


<PAGE>
                  SWIFT ENERGY OPERATING PARTNERS 1992-C, LTD.
                           PART II - OTHER INFORMATION




ITEM 5.    OTHER INFORMATION


                                     -NONE-


                                       10


<PAGE>
                                   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 OPERATING
                                               PARTNERS 1992-C, LTD.
                                               (Registrant)

                                    By:        SWIFT ENERGY COMPANY
                                               Managing General Partner


Date:  November 6, 1996             By:        /s/ John R. Alden
       ----------------                        --------------------------------
                                               John R. Alden
                                               Senior Vice President, Secretary
                                               and Principal Financial Officer

Date:  November 6, 1996             By:        /s/ Alton D. Heckaman, Jr.
       ----------------                        --------------------------------
                                               Alton D. Heckaman, Jr.
                                               Vice President, Controller
                                               and Principal Accounting Officer

                                       11


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial information extracted from Swift Energy
Operating Partners 1996-C, Ltd's Balance Sheet and Statement of Operations
contained in its Form 10-Q for the quarter ended September 30, 1996.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   SEP-30-1996
<CASH>                                         141,759
<SECURITIES>                                   0
<RECEIVABLES>                                  818,034
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               966,731
<PP&E>                                         13,511,033
<DEPRECIATION>                                 (9,222,119)
<TOTAL-ASSETS>                                 5,720,572
<CURRENT-LIABILITIES>                          248,626
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     4,912,302
<TOTAL-LIABILITY-AND-EQUITY>                   5,720,572
<SALES>                                        2,009,949
<TOTAL-REVENUES>                               2,045,252
<CGS>                                          0
<TOTAL-COSTS>                                  1,302,055<F1>
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                529,227
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            529,227
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   529,227
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<FN>
<F1>Includes lease operating expenses, production taxes and depreciation deple-
tion and amortization expense.  Excludes general and administrative and interest
expense.
</FN>
        

</TABLE>


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