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, 1995
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 33-19721-01
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-1, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CERTIFICATE OF LIMITED PARTNERSHIP)
TEXAS 76-0261809
(State of Organization) (I.R.S. Employer
Identification No.)
16825 Northchase Dr., Suite 400
Houston, Texas 77060
(713) 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:
18,748.76 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 III
on Form S-1
TABLE OF CONTENTS
Form 10-K Annual Report
For the Period Ended December 31, 1995
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-1, LTD.
ITEM NO. PART I PAGE
- -------- ------ ----
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-3
9 Disagreements on Accounting and Financial
Disclosure II-3
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
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
PART I
ITEM 1. BUSINESS
GENERAL DESCRIPTION OF PARTNERSHIP
Swift Energy Managed Pension Assets Partnership 1988-1, 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 14, 1988 under a Limited
Partnership Agreement dated September 13, 1988. The initial 190 limited
partners made capital contributions of $1,874,876.
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, 1995, 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.
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 14, 1988 (the "NP/OR Agreement") between the
Registrant and Swift Energy Income Partners 1988-1, 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 $1,610,215 and the Operating Partnership initially
committed $1,694,818 for acquisitions under the NP/OR Agreement. The
Operating Partnership is obligated under the NP/OR Agreement to convey to the
Registrant a 49% 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:
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
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;
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. During 1988, the Registrant withdrew a portion
of its funds originally committed to the NP/OR Agreement in order to purchase
certain nonoperating interests directly from Northwind Exploration Company.
In accordance with its obligations under the NP/OR Agreement, as of
December 31, 1995 the Operating Partnership had conveyed to the Registrant a
49% 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.
I-2
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
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.
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.
PRICE CONTROLS - Prior to January 1, 1993, the sale of natural gas
production was subject to regulation under the Natural Gas Act and the
Natural Gas Policy Act of 1978 ("NGPA"). Under the Natural Gas Wellhead
Decontrol Act of 1989, however, all price regulation under the NGPA and
Natural Gas Act rate, certificate and abandonment requirements were phased
out effective as of January 1, 1993.
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 had been sold by producers to
pipeline companies, which then resold the gas to end-users. FERC Order No.
500 altered 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.
I-3
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
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.
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, 1995, Swift had 176 employees. Swift's administrative and
overhead expenses attributable to the Partnership's operations are borne by
the Partnership.
I-4
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
ITEM 2. NONOPERATING INTERESTS IN PROPERTIES
As of December 31, 1995, the Partnership has acquired nonoperating
interests in producing oil and gas properties which are generally described
below.
PRINCIPAL OIL AND GAS PRODUCING PROPERTIES
The Partnership's fields are highly diversified in 7 states 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.
NET PRODUCTION
----------------------------
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------
1995 1994 1993
------ ------ ------
Net Volumes (Equivalent MCFs) 62,287 71,749 85,573
Average Net Nonoperating
Interest Price per
Equivalent MCF $0.76 $1.16 $1.00
I-5
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
NET PROVED OIL AND GAS RESERVES
Presented below are the estimates of the Partnership's nonoperating
interests in proved reserves as of December 31, 1995, 1994 and 1993. All of
the Partnership's nonoperating interests in proved reserves are located in
the United States.
DECEMBER 31,
-------------------------------------------------------
1995 1994 1993
---------------- --------------- ----------------
NATURAL NATURAL NATURAL
OIL GAS OIL GAS OIL GAS
------- ------- ------ ------- ------ -------
(BBLS) (MMCF) (BBLS) (MMCF) (BBLS) (MMCF)
PROVED DEVELOPED
RESERVES AT END OF YEAR 21,243 362 24,191 457 22,588 661
------ --- ------ --- ------ ---
------ --- ------ --- ------ ---
PROVED RESERVES
Balance at beginning
of year 26,362 458 29,247 677 28,656 723
Extensions, discoveries
and other additions -- -- -- -- 470 23
Revisions of previous
estimates (2,588) (32) 419 (138) 2,496 3
Sales of minerals in
place -- -- (1,093) (23) (6) (1)
Production (1,828) (52) (2,211) (58) (2,369) (71)
------ --- ------ --- ------ ---
Balance at end of year 21,946 374 26,362 458 29,247 677
------ --- ------ --- ------ ---
------ --- ------ --- ------ ---
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
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
The following table summarizes by acquisition the
Registrant's reserves and its nonoperating
interests in gross and net producing oil and gas wells as of
December 31, 1995:
RESERVES
DECEMBER 31, 1995
-----------------
NATURAL WELLS
OIL GAS --------------
ACQUISITION STATE(S) (BBLS) (MMCF) GROSS NET
- ----------- ----------- ------ ------- ----- -----
Union Drilling WV -- 111 122 3.453
Potter AR, LA, MS,
NM, OK, TX 20,235 207 187 2.622
Mega, Northwind TX 1,685 33 7 0.021
Anderson, Samedan
Oil, Strebor Oil
& Lake Ronel Oil TX 26 23 6 0.038
------ --- --- -----
21,946 374 322 6.134
------ --- --- -----
------ --- --- -----
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, 1995 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, 1995 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
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, 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, 1995, there were 190 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 years ending December 31, 1994 and 1995,
the Partnership distributed a total of $53,500 and $26,200, respectively, to
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 1996, 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
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data, prepared in accordance with
generally accepted accounting principles as of December 31, 1995, 1994, 1993,
1992 and 1991, should be read in conjunction with the financial statements
included in Item 8:
1995 1994 1993 1992 1991
-------- -------- -------- --------- ---------
Revenues $ 49,123 $ 85,478 $ 84,611 $ 113,252 $ 171,820
Income (Loss) $(57,577) $(17,007) $ 12,601 $(198,901) $(268,942)
Total Assets $320,975 $409,790 $460,508 $ 538,403 $ 831,443
Cash Distributions $ 29,823 $ 60,650 $ 89,320 $ 92,341 $ 186,164
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership has expended all of the partners' net commitments
available for property acquisitions and development by acquiring nonoperating
interests in 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. 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
nonoperating interests in oil and gas properties. This source of liquidity
and the related results of operations will decline in future periods as the
oil and gas produced from these properties also declines.
RESULTS OF OPERATIONS
Income from nonoperating interests decreased 43 percent in 1995 over
1994. Oil and gas sales decreased 31 percent in 1995 vs. 1994. Production
volumes decreased 13 percent due to a 12 percent gas production decrease and
a 17 percent oil production decline. Since the Partnership's reserves are 74
percent gas, the decrease in gas production, due to accelerated production
declines on mature wells, had a major impact on partnership performance. A
decline in the 1995 gas prices of 27 percent or $.54/MCF further contributed
to the Partnership's decreased revenues.
Associated amortization expense decreased 8 percent in 1995 when
compared to 1994.
Income from nonoperating interests remained virtually unchanged in
1994 over 1993. Oil and gas sales decreased 13 percent in 1994 vs. 1993.
Production volumes decreased 16 percent due to an 18 percent gas production
decrease and a 7 percent oil production decline. Since the partnership's
reserves are 74 percent gas, the decrease in gas production, due to
accelerated production declines on mature wells and production curtailments
due to declining prices, had a major impact on partnership performance. The
Partnership experienced a decline in oil prices of 6 percent or $.88/BBL
further contributing to the decreased revenues. An increase in gas prices of
4 percent or $.07/MCF compared to 1993 partially offset the production
declines.
Associated amortization expense decreased 12 percent in 1994 when
compared to 1993.
The Partnership recorded an additional provision in amortization in
1995 and 1994 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 paid for
oil and gas properties resulting in a full cost ceiling impairment.
II-2
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
During 1996, Partnership revenues and costs will be shared between
the limited and general partners in a 90:10 ratio, based on the annualized
rate of cash distributions by the Partnership during a certain period prior
to December 31, 1995. Based on current oil and gas prices, current levels of
oil and gas production and expected cash distributions during 1996, the MGP
anticipates that the Partnership sharing ratio will continue to be 90:10.
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-3
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, 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 15, 1996 regarding the directors and executive officers of Swift.
POSITION(S) WITH
NAME AGE SWIFT AND OTHER COMPANIES
---- --- -------------------------
DIRECTORS
---------
A. Earl Swift 62 President, Chief Executive Officer and
Chairman of the Board
Virgil N. Swift 67 Executive Vice President - Business
Development, Vice Chairman of the Board
G. Robert Evans 64 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 71 Director of Swift; President, R. O. Loen
Company
Henry C. Montgomery 60 Director of Swift; Chairman of the Board,
Montgomery Financial Services Corporation;
Director, Southwall Technology Corporation
Clyde W. Smith, Jr. 47 Director of Swift; President, Somerset
Properties, Inc.
Harold J. Withrow 68 Director of Swift
EXECUTIVE OFFICERS
------------------
Terry E. Swift 40 Executive Vice President, Chief
Operating Officer
John R. Alden 50 Senior Vice President - Finance,
Chief Financial Officer and Secretary
Bruce H. Vincent 48 Senior Vice President - Funds Management
James M. Kitterman 51 Senior Vice President - Operations
Alton D. Heckaman, Jr. 38 Vice President - Finance and Controller
III-1
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, 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 are 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 1988 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
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a(1) FINANCIAL STATEMENTS PAGE NO.
-------------------- --------
Report of Independent Public Accountants IV-2
Balance Sheets as of December 31, 1995 and 1994 IV-3
Statements of Operations for the years ended
December 31, 1995, 1994 and 1993 IV-4
Statements of Partners' Capital for the years
ended December 31, 1995, 1994 and 1993 IV-5
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 IV-6
Notes to Financial Statements IV-7
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 1988-1, Ltd., dated September 13, 1988.
(Form 10-K for year ended December 31, 1988, Exhibit 3.1).
3.2 Certificate of Limited Partnership of Swift Energy Managed
Pension Assets Partnership 1988-1, Ltd., as filed September
14, 1988, with the Texas Secretary of State. (Form 10-K for
year ended December 31, 1988, Exhibit 3.2).
10.1 Net Profits and Overriding Royalty Interest Agreement
between Swift Energy Managed Pension Assets Partnership
1988-1, Ltd. and Swift Energy Income Partners 1988-1, Ltd.
dated September 14, 1988. (Form 10-K for year ended
December 31, 1988, 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, 1995.
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 1995
fiscal year, or proxy statement, form of proxy or other proxy soliciting
material has been sent to Limited Partners of the Partnership.
IV-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Swift Energy Managed Pension Assets Partnership 1988-1, Ltd.:
We have audited the accompanying balance sheets of Swift Energy
Managed Pension Assets Partnership 1988-1, Ltd., (a Texas limited
partnership) as of December 31, 1995 and 1994, and the related statements of
operations, partners' capital and cash flows for the years ended December 31,
1995, 1994 and 1993. These financial statements are the responsibility of
the 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 generally accepted
auditing standards. 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 1988-1, Ltd., as of December 31, 1995 and
1994, and the results of its operations and its cash flows for the years
ended December 31, 1995, 1994 and 1993, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
February 19, 1996
IV-2
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-1, LTD.
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
1995 1994
----------- -----------
ASSETS:
Current Assets:
Cash and cash equivalents $ 1,153 $ 1,090
Nonoperating interests income receivable 1,954 5,021
----------- -----------
Total Current Assets 3,107 6,111
----------- -----------
Nonoperating interests in oil and gas
properties, using full cost accounting 1,660,375 1,653,140
Less-Accumulated amortization (1,342,507) (1,249,461)
----------- -----------
317,868 403,679
----------- -----------
$ 320,975 $ 409,790
----------- -----------
----------- -----------
LIABILITIES AND PARTNERS' CAPITAL:
Current Liabilities:
Accounts payable and accrued liabilities $ -- $ 965
Payable related to property capital costs 26,682 27,132
----------- -----------
Total Current Liabilities 26,682 28,097
----------- -----------
Partners' Capital 294,293 381,693
----------- -----------
$ 320,975 $ 409,790
----------- -----------
----------- -----------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
IV-3
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-1, LTD.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
-------- -------- -------
REVENUES:
Income from nonoperating interests $ 49,060 $ 85,438 $84,498
Interest income 63 40 113
-------- -------- -------
49,123 85,478 84,611
-------- -------- -------
COSTS AND EXPENSES:
Amortization 93,046 84,760 54,597
General and administrative 13,654 17,725 17,413
-------- -------- -------
106,700 102,485 72,010
-------- -------- -------
INCOME (LOSS) $(57,577) $(17,007) $12,601
-------- -------- -------
-------- -------- -------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
IV-4
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-1, LTD.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
LIMITED GENERAL COMBINING
PARTNERS PARTNERS ADJUSTMENT TOTAL
-------- -------- ---------- --------
Balance,
December 31, 1992 $470,051 $ 21,093 $ 44,925 $536,069
Income (Loss) 10,920 5,639 (3,958) 12,601
Cash Distributions (75,900) (13,420) -- (89,320)
-------- -------- -------- --------
Balance,
December 31, 1993 405,071 13,312 40,967 459,350
-------- -------- -------- --------
Income (Loss) (11,481) 5,494 (11,020) (17,007)
Cash Distributions (53,500) (7,150) -- (60,650)
-------- -------- -------- --------
Balance,
December 31, 1994 340,090 11,656 29,947 381,693
-------- -------- -------- --------
Income (Loss) (51,972) 2,120 (7,725) (57,577)
Cash Distributions (26,200) (3,623) -- (29,823)
-------- -------- -------- --------
Balance,
December 31, 1995 $261,918 $ 10,153 $ 22,222 $294,293
-------- -------- -------- --------
-------- -------- -------- --------
Limited Partners' net income (loss)
per unit
1993 $ .58
--------
--------
1994 $ (.61)
--------
--------
1995 $ (2.77)
--------
--------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
IV-5
SWIFT ENERGY MANAGED PENSION
ASSETS PARTNERSHIP 1988-1, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (Loss) $(57,577) $(17,007) $ 12,601
Adjustments to reconcile income (loss) to
net cash provided by operations:
Amortization 93,046 84,760 54,597
Change in assets and liabilities:
(Increase) decrease in nonoperating
interests income receivable 3,067 (2,768) 33,980
Increase (decrease) in accounts payable
and accrued liabilities (965) (193) (1,176)
-------- -------- --------
Net cash provided by (used in) operating
activities 37,571 64,792 100,002
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to nonoperating interests in oil
and gas properties (8,626) (38,095) (14,394)
Proceeds from sales of nonoperating interests
in oil and gas properties 1,391 6,861 3,722
Increase (decrease) in payable related to
property capital costs (450) 27,132 --
-------- -------- --------
Net cash provided by (used in) investing
activities (7,685) (4,102) (10,672)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners (29,823) (60,650) (89,320)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 63 40 10
-------- -------- --------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,090 1,050 1,040
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,153 $ 1,090 $ 1,050
-------- -------- --------
-------- -------- --------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
IV-6
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND TERMS OF PARTNERSHIP AGREEMENT -
Swift Energy Managed Pension Assets Partnership 1988-1, Ltd., a
Texas limited partnership (the Partnership), was formed on September 14,
1988, 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 190 limited partners made total capital contributions of
$1,874,876.
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, the cash distribution rate 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. During 1989, the
cash distribution rate (as defined in the Partnership Agreement) exceeded
17.5 percent and thus, in 1990, the continuing costs and revenues were shared
85 percent by the limited partners, and 15 percent by the general partners.
During 1990, the cash distribution rate fell below 17.5 percent and thus,
beginning in 1991, the continuing costs and revenues were shared 90 percent
by the limited partners and 10 percent by the general partners. Payout had
not occurred as of December 31, 1995.
(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.
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
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.
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.
IV-7
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.
STATEMENTS OF CASH FLOWS -
Highly liquid debt instruments with an initial maturity of three
months or less are considered to be cash equivalents.
(3) ACQUISITION OF NONOPERATING INTERESTS IN OIL AND GAS PROPERTY COSTS -
Effective September 14, 1988, the Partnership entered into a Net
Profits and Overriding Royalty Interests Agreement (NP/OR Agreement) with
Swift Energy Income Partners 1988-1, Ltd. (Operating Partnership), managed by
Swift, for the purpose of acquiring interests in producing oil and gas
properties. Under 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 1995, 1994 and 1993, the
Partnership acquired nonoperating interests in producing oil and gas
properties for $8,626, $38,095 and $14,394, respectively.
During 1995 and 1994, 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 $48,561
and $36,457, respectively. In addition, the limited partners' share of
unamortized oil and gas property costs exceeded their "ceiling limitation" in
1995 and 1994 resulting in valuation allowances of $43,227 and $28,827,
respectively. These amounts are 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 valuation allowances.
The "combining adjustment" changes quarterly as the Partnership's total
amortization provision is more or less than the combined amortization
provision attributable to general and limited partners.
(4) RELATED-PARTY TRANSACTIONS -
An affiliate of the Special General Partner, as Dealer Manager,
received $46,872 for managing and overseeing the offering of limited
partnership units.
A one-time management fee of $46,872 was paid Swift in 1988 for
services performed for the Partnership. During 1995, 1994 and 1993 the
Partnership paid Swift $4,911, $7,888 and $8,252, 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.
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,
1995, 1994 and 1993 was $21,423, $36,113 and $56,166, 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.
IV-8
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.
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.
IV-9
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, 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 1988-1, LTD.
(Registrant)
By: SWIFT ENERGY COMPANY
General Partner
Date: March 15, 1996 By: s/b A. Earl Swift
----------------------- ----------------------------------
A. Earl Swift
President
Date: March 15, 1996 By: s/b John R. Alden
----------------------- ----------------------------------
John R. Alden
Principal Financial Officer
Date: March 15, 1996 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 1988-1, LTD.
(Registrant)
By: SWIFT ENERGY COMPANY
General Partner
Date: March 15, 1996 By: s/b A. Earl Swift
----------------------- -----------------------------------
A. Earl Swift
Director and Principal
Executive Officer
Date: March 15, 1996 By: s/b Virgil N. Swift
----------------------- -----------------------------------
Virgil N. Swift
Director and Executive
Vice President - Business
Development
IV-10
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1988-1, LTD.
Date: March 15, 1996 By: s/b G. Robert Evans
----------------------- -----------------------------------
G. Robert Evans
Director
Date: March 15, 1996 By: s/b Raymond O. Loen
----------------------- -----------------------------------
Raymond O. Loen
Director
Date: March 15, 1996 By: s/b Henry C. Montgomery
----------------------- -----------------------------------
Henry C. Montgomery
Director
Date: March 15, 1996 By: s/b Clyde W. Smith, Jr.
----------------------- -----------------------------------
Clyde W. Smith, Jr.
Director
Date: March 15, 1996 By: s/b Harold J. Withrow
----------------------- -----------------------------------
Harold J. Withrow
Director
IV-11