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, 2000 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 0-17025 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. (Exact name of registrant as specified in its charter) Texas 76-0226425 (State or other jurisdiction (I.R.S. Employer Identification No.) of organization) 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 ------ ------ SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. INDEX PART I. FINANCIAL INFORMATION PAGE ITEM 1. Financial Statements Statement of Net Assets in Process of Liquidation - March 31, 2000 3 Balance Sheet - December 31, 1999 4 Statements of Operations - Three month periods ended March 31, 2000 and 1999 5 Statements of Cash Flows - Three month periods ended March 31, 2000 and 1999 6 Notes to Financial Statements 7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION 11 SIGNATURES 12 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. STATEMENT OF NET ASSETS IN PROCESS OF LIQUIDATION (Unaudited) March 31, 2000 ---------- ASSETS: Cash and cash equivalents $ 4,500 Oil and gas sales receivable 260,348 Other 30,473 Gas Imbalance Receivable 683 Oil and Gas Properties 3,184,132 ----------- Total Assets 3,480,136 ----------- LIABILITIES: Accounts Payable 32,709 Gas Imbalance Payable 142,001 ----------- Total Liabilities 174,710 ----------- Net Assets in Process of Liquidation $ 3,305,426 =========== See accompanying notes to financial statements. 3 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. BALANCE SHEET December 31, 1999 ------------- ASSETS: Current Assets: Cash and cash equivalents $ 5,355 Oil and gas sales receivable 289,654 Other 28,043 ------------- Total Current Assets 323,052 ------------- Gas Imbalance Receivable 683 ------------- Oil and Gas Properties, using full cost accounting 24,271,480 Less-Accumulated depreciation, depletion and amortization (22,272,110) ------------- 1,999,370 ------------- $ 2,323,105 ============= LIABILITIES AND PARTNERS' CAPITAL: Current Liabilities: Accounts Payable $ 27,307 ------------- Deferred Revenues 143,198 Limited Partners' Capital (260,255 Limited Partnership Units; $100 per unit) 2,092,632 General Partners' Capital 59,968 ------------- Total Partners' Capital 2,152,600 ------------- $ 2,323,105 ============= See accompanying notes to financial statements. 4 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, ------------------------- 2000 1999 ----------- --------- REVENUES: Oil and gas sales $ 154,768 $ 3,706 Interest income 2,456 5,794 ----------- --------- 157,224 79,500 ----------- --------- COSTS AND EXPENSES: Lease operating 35,391 36,041 Production taxes 7,903 3,667 Depreciation, depletion and amortization 43,387 48,935 General and administrative 65,355 55,422 ----------- --------- 152,036 144,065 ----------- --------- Income (Loss) Before Adoption Of Liquidation Basis Of Accounting $ 5,188 $ (64,565) ----------- --------- Effect Of Adoption Of Liquidation Basis Of Accounting 1,218,546 -- ----------- --------- Income (Loss) $ 1,223,734 $ (64,565) =========== ========= Limited Partners' net income (loss) per unit Income (Loss) Before Adoption of Liquidation Basis of Accounting $ -- $ (0.24) =========== ========= Effect of Adoption of Liquidation Basis of Accounting $ 4.21 $ -- =========== ========= Income (Loss) $ 4.21 $ (0.24) =========== ========= See accompanying notes to financial statements. 5 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, ---------------------------- 2000 1999 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Income (loss) $ 1,223,734 $ (64,565) Adjustments to reconcile income (loss) to net cash provided by operations: Effect of adoption of liquidation basis of accounting (1,218,546) -- Depreciation, depletion and amortization 43,387 48,935 Change in gas imbalance receivable and deferred revenues (1,197) -- Change in assets and liabilities: (Increase) decrease in oil and gas sales receivable 29,306 (126,352) (Increase) decrease in other current assets (2,430) (4,828) Increase (decrease) in accounts payable 5,402 29,115 ------------ ---------- Net cash provided by (used in) operating activities 79,656 (117,695) ------------ ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas properties (9,603) (3,617) Proceeds from sales of oil and gas properties -- 60,836 ------------ ---------- Net cash provided by (used in) investing activities (9,603) 57,219 ------------ ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash Distributions to partners (70,908) (74,537) ------------ ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (855) (135,013) ------------ ---------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,355 252,359 ------------ ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,500 $ 117,346 ============ ========== See accompanying notes to financial statements. 6 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (1) General Information - The limited partners of the Partnership approved the dissolution of the Partnership on March 30, 2000. As a result, the Partnership has changed its basis of accounting, effective March 31, 2000, from historical cost basis to the liquidation basis. Under the liquidation basis of accounting, the Partnership's assets at March 31, 2000 are reported at estimated net realizable value, and the Partnership's liabilities are presented at estimated settlement amounts. The net effect of the revaluation of the Partnership's assets and liabilities due to the adoption of the liquidation basis of accounting was an upward adjustment of $1,218,546. Oil and gas properties at March 31, 2000 reflect the Managing General Partner's estimate of value, in the absence of third party appraisals or evaluations, based on future net revenues of the properties, discounted at 10%, as of March 31, 2000. This estimate is based on its assessment of the impact of selling existing assets based on current market conditions and estimated disposal costs. The net proceeds from the sales of oil and gas properties may vary substantially due to changes in oil and gas prices, subsequent production and other factors which may be applied by buyers. For all other assets and liabilities presented on the liquidation basis of accounting, the Managing General Partner believes that historical cost approximates fair market value due to the short-term nature of such assets and liabilities. The accompanying statements of operations and cash flows were prepared using the historical cost basis of accounting. The financial statements included herein have been prepared by the Partnership and are unaudited except for the balance sheet at December 31, 1999 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) Gas Imbalances - The Partnership recognizes its ownership interest in natural gas production as revenue. Actual production quantities sold may be different than the Partnership's ownership share in a given period. If the Partnership's sales exceed its ownership share of production, the differences are recorded as deferred revenue. Gas balancing receivables are recorded when the Partnership's ownership share of production exceeds sales. (3) 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. 7 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. (4) 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. 8 SWIFT ENERGY INCOME PARTNERS 1987-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 producing oil and gas properties located within the continental United States. In order to accomplish this, the Partnership goes through two distinct yet overlapping phases with respect to its liquidity and 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 partner 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 partners 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. Liquidation During the first quarter of 2000, the Managing General Partner informed the limited partners of a proposal to sell all of the Partnership's interests in oil and gas properties and dissolve and liquidate the Partnership. The special meeting of limited partners was held on March 30, 2000. Of the total units held by the limited partners, a majority voted for adoption of the proposal for sales of substantially all of the assets of the Partnership and the dissolution, winding up and termination of the Partnership. The Partnership adopted the liquidation basis of accounting for the period subsequent to March 31, 2000. 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 net proceeds from sales of oil and gas production after payment of lease operating expense, taxes and development costs, less general and administrative expenses. In addition, future partnership cash requirements are taken into account to determine necessary cash reserves. Net cash provided by (used in) operating activities totaled $79,656 and $(117,695) for the three months ended March 31, 2000 and 1999, respectively. Cash provided by property sales proceeds totaled $60,836 for the three months ended March 31, 1999. Cash distributions totaled $70,908 and $74,537 for the three months ended March 31, 2000 and 1999, respectively. 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. The Partnership does not allow for additional assessments from the partners to fund capital requirements. The Managing General Partner anticipates that the Partnership will have adequate liquidity from income from continuing operations to satisfy any future capital expenditure requirements. Funds generated from bank borrowings and proceeds from the sale of oil and gas properties will be used to supplement this effort if deemed necessary. 9 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) After sale of all its interests in oil and gas properties and settlement of its liabilities, the Partnership's assets will consist solely of cash, which it will distribute to its partners in complete liquidation. The Partnership will not realize gain or loss upon such distribution of cash to its partners in liquidation. Results of Operations Oil and gas sales increased $81,061 or 110 percent in the first quarter of 2000 when compared to the corresponding quarter in 1999. Increased oil and gas prices had a significant impact on Partnership performance. Oil prices increased 130 percent or $14.53/BBL to an average of $25.74/BBL and gas prices increased 97 percent or $1.45/MCF to an average of $2.95/MCF for the quarter. Current quarter production volumes increased 3 percent as oil and gas production increased 3 percent and 4 percent, respectively, when compared to first quarter 1999 production volumes. Corresponding production costs per equivalent MCF increased 5 percent in the first quarter of 2000 compared to the first quarter of 1999 and total production costs increased 9 percent. Associated depreciation expense decreased 11 percent or $5,548 in 2000 compared to first quarter 1999. The Partnership records an additional provision in depreciation, depletion and amortization 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, is below the fair market value originally paid for oil and gas properties. Using prices in effect at March 31, 1999, the Partnership would have recorded an additional provision at March 31, 1999 in the amount of $27,041. However, these temporarily low quarter-end prices rebounded and by using prices in effect at the filing date, the Partnership's unamortized cost of oil and gas properties were not limited by this calculation. During 2000, partnership revenues and costs will be shared between the limited partners and general partners in a 90:10 ratio. 10 SWIFT ENERGY INCOME PARTNERS 1987-B, LTD. PART II - OTHER INFORMATION ITEM 5. OTHER INFORMATION -NONE- 11 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 INCOME PARTNERS 1987-B, LTD. (Registrant) By: SWIFT ENERGY COMPANY Managing General Partner Date: May 8, 2000 By: /s/ John R. Alden ----------- ----------------------------------- John R. Alden Senior Vice President, Secretary and Principal Financial Officer Date: May 8, 2000 By: /s/ Alton D. Heckaman, Jr. ----------- ----------------------------------- Alton D. Heckaman, Jr. Vice President, Controller and Principal Accounting Officer 12