FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 0-15411
Southwest Royalties, Inc. Income Fund VI
(Exact name of registrant as specified
in its limited partnership agreement)
Tennessee 75-2127812
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
407 N. Big Spring, Suite 300
Midland, Texas 79701
(Address of principal executive offices)
(915) 686-9927
(Registrant's telephone number,
including area code)
Indicate by check mark whether 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
The total number of pages contained in this report is 12.
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PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited condensed financial statements included herein have been
prepared by the Registrant (herein also referred to as the "Partnership") in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
necessary for a fair presentation have been included and are of a normal
recurring nature. The financial statements should be read in conjunction
with the audited financial statements and the notes thereto for the year
ended December 31, 1996 which are found in the Registrant's Form 10-K Report
for 1996 filed with the Securities and Exchange Commission. The December 31,
1996 balance sheet included herein has been taken from the Registrant's 1996
Form 10-K Report. Operating results for the three month period ended March
31, 1997 are not necessarily indicative of the results that may be expected
for the full year.
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Southwest Royalties, Inc. Income Fund VI
Balance Sheets
March 31, December 31,
1997 1996
---- ----
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 100,055 65,438
Receivable from Managing General Partner 217,358 338,190
--------- ---------
Total current assets 317,413 403,628
--------- ---------
Oil and gas properties - using the
full-cost method of accounting 8,535,904 8,535,904
Less accumulated depreciation,
depletion and amortization 5,945,000 5,895,000
--------- ---------
Net oil and gas properties 2,590,904 2,640,904
--------- ---------
$ 2,908,317 3,044,532
========= =========
Liabilities and Partners' Equity
Current liabilities:
Distribution payable $ 297 270
Accounts payable 8,000 -
--------- ---------
Total current liabilities 8,297 270
--------- ---------
Partners' equity:
General partners (566,864) (552,440)
Limited partners 3,466,884 3,596,702
--------- ---------
Total partners' equity 2,900,020 3,044,262
--------- ---------
$ 2,908,317 3,044,532
========= =========
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Southwest Royalties, Inc. Income Fund VI
Statements of Operations
(unaudited)
Three Months Ended
March 31,
1997 1996
---- ----
Revenues
Income from net profits interests $ 247,373 268,391
Interest 873 1,048
------- -------
248,246 269,439
------- -------
Expenses
General and administrative 47,488 47,755
Depreciation, depletion and amortization 50,000 64,000
------- -------
97,488 111,755
------- -------
Net income $ 150,758 157,684
======= =======
Net income allocated to:
Managing General Partner $ 13,568 14,192
======= =======
General partner $ 1,508 1,577
======= =======
Limited partners $ 135,682 141,915
======= =======
Per limited partner unit $ 6.78 7.10
======= =======
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Southwest Royalties, Inc. Income Fund VI
Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
1997 1996
---- ----
Cash flows from operating activities:
Cash received from income from net profits
interests $ 368,205 278,013
Cash paid to suppliers (39,488) (39,283)
Interest received 873 1,048
-------- --------
Net cash provided by operating activities 329,590 239,778
-------- --------
Cash flows provided by investing activities:
Cash received from sale of oil and gas
properties - 5,692
-------- --------
Cash flows used in financing activities:
Distributions to partners (294,973) (298,978)
-------- --------
Net increases (decrease) in cash and
cash equivalents 34,617 (53,508)
Beginning of period 65,438 126,941
-------- --------
End of period $ 100,055 73,433
======== ========
(continued)
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Southwest Royalties, Inc. Income Fund VI
Statements of Cash Flows, continued
(unaudited)
Three Months Ended
March 31,
1997 1996
---- ----
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 150,758 157,684
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 50,000 64,000
Decrease in receivables 120,832 9,744
Increase in payables 8,000 8,350
------- -------
Net cash provided by operating activities $ 329,590 239,778
======= =======
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Southwest Royalties, Inc. Income Fund VI was organized as a Tennessee limited
partnership on December 4, 1986. The offering of such limited partnership
interests began August 25, 1986, minimum capital requirements were met
October 3, 1986 and concluded January 29, 1987, with total limited partner
contributions of $10,000,000.
The Partnership was formed to acquire royalty and net profits interests in
producing oil and gas properties, to produce and market crude oil and natural
gas produced from such properties, and to distribute the net proceeds from
operations to the limited and general partners. Net revenues from producing
oil and gas properties will not be reinvested in other revenue producing
assets except to the extent that production facilities and wells are improved
or reworked or where methods are employed to improve or enable more efficient
recovery of oil and gas reserves.
Increases or decreases in Partnership revenues and, therefore, distributions
to partners will depend primarily on changes in the prices received for
production, changes in volumes of production sold, lease operating expenses,
enhanced recovery projects, offset drilling activities pursuant to farm-out
arrangements, sales of properties, and the depletion of wells. Since wells
deplete over time, production can generally be expected to decline from year
to year.
Well operating costs and general and administrative costs usually decrease
with production declines; however, these costs may not decrease
proportionately. Net income available for distribution to the partners is
therefore expected to fluctuate in later years based on these factors.
Based on current conditions, management anticipates performing workovers
during the next five years to enhance production. The Partnership has the
opportunity for potential increases with little decline. Thereafter, the
Partnership could possibly experience a normal decline.
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Results of Operations
A. General Comparison of the Quarters Ended March 31, 1997 and 1996
The following table provides certain information regarding performance
factors for the quarters ended March 31, 1997 and 1996:
Three Months
Ended Percentage
March 31, Increase
1997 1996 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 20.74 18.74 11%
Average price per mcf of gas $ 2.47 2.12 17%
Oil production in barrels 12,000 13,500 (11%)
Gas production in mcf 115,000 128,500 (11%)
Income from net profits interests $ 247,373 268,391 (8%)
Partnership distributions $ 295,000 299,714 (2%)
Limited partner distributions $ 265,500 270,214 (2%)
Per unit distribution to limited
partners $ 13.28 13.51 (2%)
Number of limited partner units 20,000 20,000
Revenues
The Partnership's income from net profits interests decreased to $247,373
from $268,391 for the quarters ended March 31, 1997 and 1996, respectively,
a decrease of 8%. The principal factors affecting the comparison of the
quarters ended March 31, 1997 and 1996 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the quarter ended March 31, 1997 as compared to the
quarter ended March 31, 1996 by 11%, or $2.00 per barrel, resulting in an
increase of approximately $27,000 in income from net profits interests.
Oil sales represented 47% of total oil and gas sales during the quarter
ended March 31, 1997 as compared to 48% during the quarter ended March
31, 1996.
The average price for an mcf of gas received by the Partnership increased
during the same period by 17%, or $.35 per mcf, resulting in an increase
of approximately $45,000 in income from net profits interests.
The total increase in income from net profits interests due to the change
in prices received from oil and gas production is approximately $72,000.
The market price for oil and gas has been extremely volatile over the
past decade, and management expects a certain amount of volatility to
continue in the foreseeable future.
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2. Oil production decreased approximately 1,500 barrels or 11% during the
quarter ended March 31, 1997 as compared to the quarter ended March 31,
1996, resulting in a decrease of approximately $31,100 in income from net
profits interests.
Gas production decreased approximately 13,500 mcf or 11% during the same
period, resulting in a decrease of approximately $33,300 in income from
net profits interests.
The total decrease in income from net profits interests due to the change
in production is approximately $64,400. The decrease is primarily a
result of three wells being temporarily shut-in due to mechanical
problems.
3. Lease operating costs and production taxes were 12% higher, or
approximately $29,600 more during the quarter ended March 31, 1997 as
compared to the quarter ended March 31, 1996. The increase is primarily
a result of an acid job performed on one well and salt water disposal
expense on another well.
Costs and Expenses
Total costs and expenses decreased to $97,488 from $111,755 for the quarters
ended March 31, 1997 and 1996, respectively, a decrease of 13%. The decrease
is the result of lower general and administrative expense and depletion
expense.
1. General and administrative costs consists of independent accounting and
engineering fees, computer services, postage, and Managing General
Partner personnel costs. General and administrative costs decreased 1%
or approximately $300 during the quarter ended March 31, 1997 as compared
to the quarter ended March 31, 1996.
2. Depletion expense decreased to $50,000 for the quarter ended March 31,
1997 from $64,000 for the same period in 1996. This represents a
decrease of 22%. Depletion is calculated using the units of revenue
method of amortization based on a percentage of current period gross
revenues to total future gross oil and gas revenues, as estimated by the
Partnership's independent petroleum consultants. Two contributing
factors to the decline in depletion expense between the comparative
periods were the increase in the price of oil used to determine the
Partnership's reserves for January 1, 1997 as compared to 1996 and the
decrease in oil and gas properties.
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Liquidity and Capital Resources
The primary source of cash is from operations, the receipt of income from
interests in oil and gas properties. The Partnership knows of no material
change, nor does it anticipate any such change.
Cash flows provided by operating activities were approximately $329,600 in
the quarter ended March 31, 1997 as compared to approximately $239,800 in the
quarter ended March 31, 1996. The primary source of the 1997 cash flow from
operating activities was profitable operations.
There were no cash flows provided by investing activities in the quarter
ended March 31, 1997 as compared to approximately $5,700 in the quarter ended
March 31, 1996.
Cash flows used in financing activities were approximately $295,000 in the
quarter ended March 31, 1997 as compared to approximately $299,000 in the
quarter ended March 31, 1996. The only use in financing activities was the
distributions to partners.
Total distributions during the quarter ended March 31, 1997 were $295,000 of
which $265,500 was distributed to the limited partners and $29,500 to the
general partners. The per unit distribution to limited partners during the
quarter ended March 31, 1997 was $13.28. Total distributions during the
quarter ended March 31, 1996 were $299,714 of which $270,214 was distributed
to the limited partners and $29,500 to the general partners. The per unit
distribution to limited partners during the quarter ended March 31, 1996 was
$13.51.
The source for the 1997 distributions of $295,000 was oil and gas operations
of approximately $329,600, resulting in excess cash for contingencies or
subsequent distributions. The sources for the 1996 distributions of $299,714
were oil and gas operations of approximately $239,800 and sales of oil and
gas properties of approximately $5,700, with the balance from available cash
on hand at the beginning of the period.
Since inception of the Partnership, cumulative monthly cash distributions of
$13,602,498 have been made to the partners. As of March 31, 1997,
$12,255,421 or $612.77 per limited partner unit has been distributed to the
limited partners, representing a 123% return of the capital contributed.
As of March 31, 1997, the Partnership had approximately $309,100 in working
capital. The Managing General Partner knows of no unusual contractual
commitments and believes the revenues generated from operations are adequate
to meet the needs of the Partnership.
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PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matter to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter for
which this report is filed.
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SIGNATURES
Pursuant to the requirements 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.
SOUTHWEST ROYALTIES, INC.
INCOME FUND VI,
a Tennessee limited partnership
By: Southwest Royalties, Inc.
Managing General Partner
By: /s/ Bill E. Coggin
------------------------------
Bill E. Coggin, Vice President
and Chief Financial Officer
Date: May 15, 1997
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at March 31, 1997 (Unaudited) and the Statement of Operations
for the Three Months Ended March 31, 1997 (Unaudited) and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 100,055
<SECURITIES> 0
<RECEIVABLES> 217,358
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 317,413
<PP&E> 8,535,904
<DEPRECIATION> 5,945,000
<TOTAL-ASSETS> 2,908,317
<CURRENT-LIABILITIES> 8,297
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,900,020
<TOTAL-LIABILITY-AND-EQUITY> 2,908,317
<SALES> 247,373
<TOTAL-REVENUES> 248,246
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 97,488
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 150,758
<INCOME-TAX> 0
<INCOME-CONTINUING> 150,758
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 150,758
<EPS-PRIMARY> 6.78
<EPS-DILUTED> 6.78
</TABLE>
