U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) [ X ] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 [ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 333-09991 Atlas-Energy for the Nineties-Public #5 Ltd. (Name of small business issuer in its charter) Pennsylvania 25-1795703 (State or other jurisdiction of ( I.R.S. Employer identification No.) incorporated or organization) 311 Rouser Road, Moon Township, Pennsylvania 15108 (Address of principal executive offices) (Zip Code) Issuer's telephone (412) 262-2830 (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Transitional Small Business Disclosure Format (check one): Yes X No - ----------------------------------------------------------------------------- PART I Item 1. Financial Statements The unaudited Financial Statements of Atlas-Energy for the Nineties-Public #5Ltd. (the "Partnership") for the period January 1, 1997 to March 31, 1997 Item 2. Description of Business The Partnership has drilled and completed approximately 35.5 net wells to the Clinton/Medina formation in Mercer and Venango Counties, Pennsylvania. As of March 31, 1997 , 27 net wells are in production. The first quarterly distribution will be on June 9, 1997 for natural gas production during January, February and March 1997. Net Production revenue was $ 102,997 which includes pumpers fees of $275.00 per month per well Expenses for this period include $75.00 per month per well for administrative costs. For the next twelve months management believes that the Partnership has adequate capital. No other wells will be drilled and, therefore, no additional funds will be required. Although management does not anticipate that the Partnership will have to do so, any additional funds which may be required will be obtained from production revenues from Partnership wells or from borrowings by the Partnership from Atlas or its affiliates, although Atlas is not contractually committed to make such a loan. No borrowings will be obtained from third parties. PART II Item 1. Legal Proceeding None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Securities Holders None Item 5. Other Matters None Item 6. Reports on Form 8-K The registrant filed no reports on Form 8-K during the last quarter of the period covered by this report. - ----------------------------------------------------------------------------- UNAUDITED FINANCIAL STATEMENTS ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD. A PENNSYLVANIA LIMITED PARTNERSHIP March 31,1997 ASSETS March 31, December 31, Increase CURRENT ASSETS 1997 1996 (Decrease) Cash 5,264 21,639 (16,375) Accounts receivables 97,623 0 97,623 Oil and Gas drilling contracts/leases 8,304,367 8,385,742 (81,375) Organizational/Syndication Costs 1,187,202 1,198,836 (11,634) ---------------------------------- TOTAL CURRENT ASSETS 9,594,456 9,606,217 (11,761) LIABILITIES AND PARTNERS' CAPITAL Accounts payable 14,069 0 14,069 Partners' Capital 9,580,387 9,606,217 (25,830) ---------------------------------- 94,456 9,606,217 (11,761) - ------------------------------------------------------------------------------- STATEMENT OF INCOME - (UNAUDITED) ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD. A PENNSYLVANIA LIMITED PARTNERSHIP For the three ended March 31, 1997 REVENUE - ------- Natural gas sales $134,445 Less direct operating costs: Royalty Interest 16,771 Other 14,677 -------- 31,448 -------- Net Production Revenues 102,997 Interest Income 140 -------- Total Revenue 103,137 EXPENSES - -------- Depletion and depreciation of oil and gas wells and leases 81,375 Amortization of organizational and syndication costs 11,634 General and administrative fees 3,075 Professional fees 7,446 Other 3,798 -------- Total Expenses $ 107,328 -------- NET LOSS ($4,191) ======== - ------------------------------------------------------------------------------ STATEMENT OF CASH FLOWS - (UNAUDITED) ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD. A PENNSYLVANIA LIMITED PARTNERSHIP For the three months ended March 31, 1997 Increase (Decrease) in Cash Cash flows from operating activities Net Loss ($4,191) Adjustments to reconcile net income to net cash provided by operating activities: Depletion and depreciation 81,375 Amortization 11,634 Increase in accounts receivable (97,623) Increase in accounts payable 14,069 ---------- Cash provided by operating activities 5,264 Cash flows used in financing activities: Distributions to Partners (21,639) ---------- Net Increase in Cash (16,375) Cash at beginning of period 21,639 Cash as March 31, 1997 $5,264 ========== STATEMENT OF CHANGES IN PARTNERS' CAPITAL ACCOUNTS - (UNAUDITED) ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD. A PENNSYLVANIA LIMITED PARTNERSHIP For the three months March 31, 1997 MANAGING GENERAL OTHER PARTNER PARTNERS TOTAL -------------------------------------------------- BALANCE AT JANUARY 1, 1997 $1,592,338 $8,013,879 $9,606,217 Participation in revenue and expenses: Natural gas sales 25,749 77,248 102,997 Interest 35 105 140 Depletion and depreciation (3,788) (77,587) (81,375) Amortization (11,634) 0 (11,634) Other costs (3,580) (10,739) (14,319) ------------------------------------------ Net income (loss) 6,782 (10,973) (4,191) Distributions 0 (21,639) (21,639) ------------------------------------------ BALANCE AT MARCH 31, 1997 $1,599,120 $7,981,267 $9,580,387 ========================================== - ----------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD. A PENNSYLVANIA LIMITED PARTNERSHIP March 31, 1997 1. INTERIM FINANCIAL STATEMENTS The financial statements as of March 31, 1997 for the three months then ended have been prepared by the management of the Partnership without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for presentation have been included. 2. SIGNIFICANT ACCOUNTING POLICIES The Partnership uses the successful efforts method of accounting for oil and gas activities. Costs to acquire mineral interests in oil and gas properties, drill and equip wells and organizational and syndication costs are capitalized. Oil and gas properties are periodically assessed and when unamortized costs exceed expected future net cash flows, a loss is recognized by a charge to income. Capitalized costs of oil and gas wells, leases and organization and syndication costs are depreciated, depleted and amortized by the unit of production method. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Atlas-Energy for the Nineties--Public #5 Ltd. By (Signature and Title): Atlas Resources, Inc., Managing General Partner By (Signature and Title): /s/ James R. O'Mara James R. O'Mara President, Chief Executive Officer and a Director Date: March 31, 1997 In Accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title): /s/ James R. O'Mara James R. O'Mara President, Chief Executive Officer and a Director Date: March 31, 1997 By (Signature and Title): /S/ Tony C. Banks Tony C. Banks Vice President and Chief Financial Officer Date: March 31, 1997 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Atlas-Energy for the Nineties--Public #5 Ltd. By (Signature and Title): Atlas Resources, Inc., Managing General Partner By (Signature and Title): /s/ James R. O'Mara James R. O'Mara President, Chief Executive Officer and a Director Date: March 31, 1997 In Accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title): /s/ James R. O'Mara James R. O'Mara President, Chief Executive Officer and a Director Date: March 31, 1997 By (Signature and Title): /s/ Tony C. Banks Tony C. Banks Vice President and Chief Financial Officer Date: March 31, 1997