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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 June 30, 1998
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 14.
<PAGE>
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, 1997 which are found in the Registrant's Form
10-K Report for 1997 filed with the Securities and Exchange Commission.
The December 31, 1997 balance sheet included herein has been taken from the
Registrant's 1997 Form 10-K Report. Operating results for the three and
six month periods ended June 30, 1998 are not necessarily indicative of the
results that may be expected for the full year.
<PAGE>
Southwest Royalties, Inc. Income Fund VI
Balance Sheets
June 30, December 31,
1998 1997
--------- ------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 52,266 40,719
Receivable from Managing General Partner 127,702 251,738
Other receivable - 20,000
--------- ---------
Total current assets 179,968 312,457
--------- ---------
Oil and gas properties - using the
full cost method of accounting 8,483,507 8,505,071
Less accumulated depreciation,
depletion and amortization 6,281,000 6,176,000
--------- ---------
Net oil and gas properties 2,202,507 2,329,071
--------- ---------
$ 2,382,475 2,641,528
========= =========
Liabilities and Partners' Equity
Current liability - Distributions payable $ 431 203
--------- ---------
Partners' equity:
General partners (616,645) (592,733)
Limited partners 2,998,689 3,234,058
--------- ---------
Total partners' equity 2,382,044 2,641,325
--------- ---------
$ 2,382,475 2,641,528
========= =========
<PAGE>
Southwest Royalties, Inc. Income Fund VI
Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues
Income from net profits
interests $ 55,995 191,169 228,664 438,542
Interest 1,318 1,087 2,709 1,960
------- ------- ------- -------
57,313 192,256 231,373 440,502
------- ------- ------- -------
Expenses
General and administrative 38,960 37,590 88,503 85,077
Depreciation, depletion and
amortization 44,000 49,000 105,000 99,000
------- ------- ------- -------
82,960 86,590 193,503 184,077
------- ------- ------- -------
Net income (loss) $ (25,647) 105,666 37,870 256,425
======= ======= ======= =======
Net income (loss) allocated to:
Managing General Partner $ (2,308) 9,510 3,408 23,078
======= ======= ======= =======
General Partner $ (256) 1,058 380 2,564
======= ======= ======= =======
Limited Partners $ (23,083) 95,098 34,082 230,783
======= ======= ======= =======
Per limited partner unit $ (1.15) 4.75 1.70 11.54
======= ======= ======= =======
<PAGE>
Southwest Royalties, Inc. Income Fund VI
Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Cash received from income from net
profits interests $ 317,273 583,434
Cash paid to suppliers (53,074) (83,869)
Interest received 2,709 1,960
-------- --------
Net cash provided by operating activities 266,908 501,525
-------- --------
Cash flows provided by investing activities:
Cash received from sale of oil and gas
property interest 41,564 75
-------- --------
Cash flows used in financing activities:
Distributions to partners (296,925) (505,136)
-------- --------
Net increase (decrease) in cash and cash
equivalents 11,547 (3,536)
Beginning of period 40,719 65,438
-------- --------
End of period $ 52,266 61,902
======== ========
(continued)
<PAGE>
Southwest Royalties, Inc. Income Fund VI
Statements of Cash Flows, continued
(unaudited)
Six Months Ended
June 30,
1998 1997
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 37,870 256,425
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 105,000 99,000
Decrease in receivables 88,609 144,892
Increase in payables 35,429 1,208
------- -------
Net cash provided by operating activities $ 266,908 501,525
======= =======
<PAGE>
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 does not anticipate 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.
Oil and Gas Properties
Oil and gas properties are accounted for at cost under the full-cost
method. Under this method, all productive and nonproductive costs incurred
in connection with the acquisition, exploration and development of oil and
gas reserves are capitalized. Gain or loss on the sale of oil and gas
properties is not recognized unless significant oil and gas reserves are
involved.
The Partnership's policy for depreciation, depletion and amortization of
oil and gas properties is computed under the units of revenue method.
Under the units of revenue method, depreciation, depletion and amortization
is computed on the basis of current gross revenues from production in
relation to future gross revenues, based on current prices, from estimated
production of proved oil and gas reserves.
Should the net capitalized costs exceed the estimated present value of oil
and gas reserves, discounted at 10%, such excess costs would be charged to
current expense. As of June 30, 1998, the net capitalized costs did not
exceed the estimated present value of oil and gas reserves. A continuation
of the oil price environment experienced during the first half of 1998 will
have an adverse affect on the Company's revenues and operating cash flow.
Also, further declines in oil prices could result in additional decreases
in the carrying value of the Company's oil and gas properties.
<PAGE>
Results of Operations
A. General Comparison of the Quarters Ended June 30, 1998 and 1997
The following table provides certain information regarding performance
factors for the quarters ended June 30, 1998 and 1997:
Three Months
Ended Percentage
June 30, Increase
1998 1997 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 13.69 18.80 (27%)
Average price per mcf of gas $ 1.56 2.37 (34%)
Oil production in barrels 8,650 13,100 (34%)
Gas production in mcf 107,700 118,600 (9%)
Income from net profits interests $ 55,995 191,169 (71%)
Partnership distributions $ 92,000 210,000 (56%)
Limited partner distributions $ 82,800 189,000 (56%)
Per unit distribution to limited
partners $ 4.14 9.45 (56%)
Number of limited partner units 20,000 20,000
Revenues
The Partnership's income from net profits interests decreased to $55,995
from $191,169 for the quarters ended June 30, 1998 and 1997, respectively,
a decrease of 71%. The principal factors affecting the comparison of the
quarters ended June 30, 1998 and 1997 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the quarter ended June 30, 1998 as compared to the
quarter ended June 30, 1997 by 27%, or $5.11 per barrel, resulting in a
decrease of approximately $66,900 in income from net profits interests.
Oil sales represented 41% of total oil and gas sales during the quarter
ended June 30, 1998 as compared to 47% during the quarter ended June
30, 1997.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 34%, or $.81 per mcf, resulting in
a decrease of approximately $96,100 in income from net profits
interests.
The total decrease in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$163,000. 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.
<PAGE>
2. Oil production decreased approximately 4,500 barrels or 34% during the
quarter ended June 30, 1998 as compared to the quarter ended June 30,
1997, resulting in a decrease of approximately $61,600 in income from
net profits interests.
Gas production decreased approximately 10,900 mcf or 9% during the same
period, resulting in a decrease of approximately $17,000 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $78,600. The decrease in oil
production is due primarily to the sale of one well.
3. Lease operating costs and production taxes were 32% lower, or
approximately $106,100 less during the quarter ended June 30, 1998 as
compared to the quarter ended June 30, 1997. The decrease is primarily
attributable to workover costs on two wells and pulling expense on one
well incurred in 1997.
Costs and Expenses
Total costs and expenses decreased to $82,960 from $86,590 for the quarters
ended June 30, 1998 and 1997, respectively, a decrease of 4%. The decrease
is the result of lower depletion expense, partially offset by an increase
in general and administrative 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 increased 4%
or approximately $1,400 during the quarter ended June 30, 1998 as
compared to the quarter ended June 30, 1997.
2. Depletion expense decreased to $44,000 for the quarter ended June 30,
1998 from $49,000 for the same period in 1997. This represents a
decrease of 10%. 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.
<PAGE>
B. General Comparison of the Six Month Periods Ended June 30, 1998 and
1997
The following table provides certain information regarding performance
factors for the six month periods ended June 30, 1998 and 1997:
Six Months
Ended Percentage
June 30, Increase
1998 1997 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 13.12 19.73 (34%)
Average price per mcf of gas $ 2.00 2.38 (16%)
Oil production in barrels 21,300 25,100 (15%)
Gas production in mcf 230,200 237,300 (3%)
Income from net profits interests $ 228,664 438,542 (48%)
Partnership distributions $ 297,153 505,000 (41%)
Limited partner distributions $ 269,453 454,500 (41%)
Per unit distribution to limited
partners $ 13.47 22.73 (41%)
Number of limited partner units 20,000 20,000
Revenues
The Partnership's income from net profits interests decreased to $228,664
from $438,542 for the six months ended June 30, 1998 and 1997,
respectively, a decrease of 48%. The principal factors affecting the
comparison of the six months ended June 30, 1998 and 1997 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the six months ended June 30, 1998 as compared to the
six months ended June 30, 1997 by 34%, or $6.61 per barrel, resulting
in a decrease of approximately $165,900 in income from net profits
interests. Oil sales represented 38% of total oil and gas sales during
the six months ended June 30, 1998 as compared to 47% during the six
months ended June 30, 1997.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 16%, or $.38 per mcf, resulting in
a decrease of approximately $90,200 in income from net profits
interests.
The total decrease in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$256,100. 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.
<PAGE>
2. Oil production decreased approximately 3,800 barrels or 15% during the
six months ended June 30, 1998 as compared to the six months ended June
30, 1997, resulting in a decrease of approximately $49,900 in income
from net profits interests.
Gas production decreased approximately 7,100 mcf or 3% during the same
period, resulting in a decrease of approximately $14,200 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $64,100.
3. Lease operating costs and production taxes were 18% lower, or
approximately $111,500 less during the six months ended June 30, 1998
as compared to the six months ended June 30, 1997. The decrease is
primarily attributable to workover costs on two wells and pulling
expense on one well incurred in 1997.
Costs and Expenses
Total costs and expenses increased to $193,503 from $184,077 for the six
months ended June 30, 1998 and 1997, respectively, an increase of 5%. The
increase is the result of higher 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 increased 4%
or approximately $3,400 during the six months ended June 30, 1998 as
compared to the six months ended June 30, 1997.
2. Depletion expense increased to $105,000 for the six months ended June
30, 1998 from $99,000 for the same period in 1997. This represents an
increase of 6%. 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.
<PAGE>
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 $266,900 in
the six months ended June 30, 1998 as compared to approximately $501,500 in
the six months ended June 30, 1997. The primary source of the 1998 cash
flow from operating activities was profitable operations.
Cash flows provided by investing activities were $41,600 in the six months
ended June 30, 1998 as compared to approximately $75 in the six months
ended June 30, 1997. The principle source of the 1998 cash flow from
investing activities was the sale of oil and gas properties.
Cash flows used in financing activities were approximately $296,900 in the
six months ended June 30, 1998 as compared to approximately $505,100 in the
six months ended June 30, 1997. The only use in financing activities was
the distributions to partners.
Total distributions during the six months ended June 30, 1998 were $297,153
of which $269,453 was distributed to the limited partners and $27,700 to
the general partners. The per unit distribution to limited partners during
the six months ended June 30, 1998 was $13.47. Total distributions during
the six months ended June 30, 1997 were $505,000 of which $454,500 was
distributed to the limited partners and $50,500 to the general partners.
The per unit distribution to limited partners during the six months ended
June 30, 1997 was $22.73.
The sources for the 1998 distributions of $297,153 were oil and gas
operations of approximately $266,900 and property sales of approximately
$41,600, resulting in excess cash for contingencies or subsequent
distributions. The sources for the 1997 distributions of $505,000 were oil
and gas operations of approximately $501,500 and property sales of $75,
with the balance from available cash on hand at the beginning of the
period.
Since inception of the Partnership, cumulative monthly cash distributions
of $14,533,651 have been made to the partners. As of June 30, 1998,
$13,095,474 or $654.77 per limited partner unit has been distributed to the
limited partners, representing a 131% return of the capital contributed.
As of June 30, 1998, the Partnership had approximately $179,500 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.
Information Systems for the Year 2000
The Managing General Partner provides all data processing needs of the
Partnership. The Managing General Partner has reviewed and evaluated its
information systems to determine if its systems accurately process data
referencing the year 2000. Primarily all necessary programming
modifications to correct year 2000 referencing in the Managing General
Partners internal accounting and operating systems have been made to-date.
However the Managing General Partner has not completed its evaluation of
its vendors and suppliers systems to determine the effect, if any, the non-
compliance of such systems would have on the operation of the Managing
General Partnership or the operations of the Partnership.
<PAGE>
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 ended June 30, 1998.
<PAGE>
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: August 15, 1998
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at June 30, 1998 (Unaudited) and the Statement of Operations
for the Six Months Ended June 30, 1998 (Unaudited) and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 52,266
<SECURITIES> 0
<RECEIVABLES> 127,702
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 179,968
<PP&E> 8,483,507
<DEPRECIATION> 6,281,000
<TOTAL-ASSETS> 2,382,475
<CURRENT-LIABILITIES> 431
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,382,044
<TOTAL-LIABILITY-AND-EQUITY> 2,382,475
<SALES> 228,664
<TOTAL-REVENUES> 231,373
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 193,503
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 37,870
<INCOME-TAX> 0
<INCOME-CONTINUING> 37,870
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,870
<EPS-PRIMARY> 1.70
<EPS-DILUTED> 1.70
</TABLE>
