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 33-11773-05 SWIFT ENERGY INCOME PARTNERS 1988-B, LTD. (Exact name of registrant as specified in its charter) Texas 76-0256602 (State or other jurisdiction of organization) (I.R.S. Employer Identification No.) 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 ---- ---- SWIFT ENERGY INCOME PARTNERS 1988-B, LTD. INDEX 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 7 PART II. OTHER INFORMATION 9 SIGNATURES 10 SWIFT ENERGY INCOME PARTNERS 1988-B, LTD. BALANCE SHEETS September 30, December 31, 1996 1995 --------------- ---------------- (Unaudited) ASSETS: Current Assets: Cash and cash equivalents $ 1,862 $ 1,720 Oil and gas sales receivable 101,822 94,807 --------------- --------------- Total Current Assets 103,684 96,527 --------------- --------------- Gas Imbalance Receivable 4,429 19,429 --------------- --------------- Oil and Gas Properties, using full cost accounting 7,015,713 7,141,607 Less-Accumulated depreciation, depletion and amortization (5,945,956) (5,826,813) --------------- --------------- 1,069,757 1,314,794 --------------- --------------- $ 1,177,870 $ 1,430,750 =============== =============== LIABILITIES AND PARTNERS' CAPITAL: Current Liabilities: Accounts payable and accrued liabilities $ 119,402 $ 328,189 Current portion of note payable -- 20,026 --------------- --------------- Total Current Liabilities 119,402 348,215 --------------- --------------- Deferred Revenues 41,425 44,496 Partners' Capital 1,017,043 1,038,039 --------------- --------------- $ 1,177,870 $ 1,430,750 =============== =============== See accompanying notes to financial statements. 3 SWIFT ENERGY INCOME PARTNERS 1988-B, LTD. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, --------------------------------- --------------------------------- 1996 1995 1996 1995 --------------- --------------- --------------- --------------- REVENUES: Oil and gas sales $ 109,208 $ 115,344 $ 347,077 $ 356,488 Interest income 23 40 73 113 Other 432 425 1,537 1,603 --------------- --------------- --------------- --------------- 109,663 115,809 348,687 358,204 --------------- --------------- --------------- --------------- COSTS AND EXPENSES: Lease operating 41,469 45,274 140,561 146,128 Production taxes 7,386 7,220 20,507 21,688 Depreciation, depletion and amortization - Normal provision 40,782 47,929 119,143 153,463 Additional provision -- 21,849 -- 201,583 General and administrative 14,297 20,550 48,908 44,507 Interest expense 235 5,196 8,157 14,396 --------------- --------------- --------------- --------------- 104,169 148,018 337,276 581,765 --------------- --------------- --------------- --------------- NET INCOME (LOSS) $ 5,494 $ (32,209) $ 11,411 $ (223,561) =============== ============== =============== =============== Limited Partners' net income (loss) per unit $ .07 $ (.44) $ .15 $ (3.03) =============== =============== =============== =============== See accompanying note to financial statements. 4 SWIFT ENERGY INCOME PARTNERS 1988-B, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, --------------------------------------- 1996 1995 --------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Income (Loss) $ 11,411 $ (223,561) Adjustments to reconcile income (loss) to net cash provided by operations: Depreciation, depletion and amortization 119,143 355,046 Change in gas imbalance receivable and deferred revenues 11,929 683 Change in assets and liabilities: (Increase) decrease in oil and gas sales receivable (7,015) 4,336 Increase (decrease) in accounts payable and accrued liabilities (208,786) 17,108 --------------- --------------- Net cash provided by (used in) operating activities (73,318) 153,612 --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas properties (21,881) (26,373) Proceeds from sales of oil and gas properties 147,775 1,564 --------------- --------------- Net cash provided by (used in) investing activities 125,894 (24,809) --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions to partners (32,407) (68,483) Payments on note payable (20,027) (60,080) --------------- --------------- Net cash provided by (used in) financing activities (52,434) (128,563) --------------- --------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 142 240 --------------- --------------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,720 1,370 --------------- --------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,862 $ 1,610 =============== =============== Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 8,660 $ 5,892 =============== =============== See accompanying notes to financial statements. 5 SWIFT ENERGY INCOME PARTNERS 1988-B, LTD. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (1) General Information - The financial statements included herein have been prepared by the Partnership and are unaudited except for the balance sheet at December 31, 1995 which has been taken from the audited financial statements at that date. The financial statements reflect adjustments, all of which were of a normal recurring nature, which are, in the opinion of the managing general partner necessary for a fair presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("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 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. (3) 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. (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. 6 SWIFT ENERGY INCOME PARTNERS 1988-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. The Partnership entered into a NP/OR Agreement with its companion pension partnership, Swift Energy Managed Pension Assets Partnership 1988-A, Ltd., in the manner described in the notes to the financial statements in the latest Form 10-K. LIQUIDITY AND CAPITAL RESOURCES The Partnership has completed acquisition of producing oil and gas properties, expending all of the limited partners' commitments available for property acquisitions. The Partnership does not allow for additional assessments from the partners to fund capital requirements. However, funds in addition to the remaining unexpended net capital commitments of the partners 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 declined $6,136 or 5 percent in the third quarter of 1996 when compared to the corresponding quarter in 1995, primarily due to decreased gas and oil production. A decline of 34 percent in gas production and 44 percent in oil production had a significant impact on partnership performance. Current quarter gas and oil prices increased 48 percent or $.69/MCF and 46 percent or $6.19/BBL, respectively, partially offsetting the revenue declines. Associated depreciation expense decreased 15 percent or $7,147. The Partnership recorded an additional provision in depreciation, depletion and amortization in the third quarter of 1995 for $21,849 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. 7 SWIFT ENERGY INCOME PARTNERS 1988-B, 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 decreased $9,411 or 3 percent in the first nine months of 1996 over the corresponding period in 1995. A decline of 31 percent in gas production and 21 percent in oil production were major contributing factors to the decreased revenues for the period. Current period gas and oil prices increased 41 percent or $.60/MCF and 26 percent or $3.52/BBL, respectively, compared to the corresponding period in 1995, partially offsetting the decreased income. Associated depreciation expense decreased 22 percent or $34,320. The Partnership recorded an additional provision in depreciation, depletion and amortization in the first nine months of 1995 for $201,583 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 Exchange Commission. During 1996, partnership revenues and costs will be shared between the limited partners and general partners in a 90:10 ratio. 8 SWIFT ENERGY INCOME PARTNERS 1988-B, LTD. PART II - OTHER INFORMATION ITEM 5. OTHER INFORMATION -NONE- 9 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 1988-B, 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 10