15 of 15
FORM 10-Q/A
AMENDED
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, 1999
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 15.
<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, 1998 which are found in the Registrant's Form
10-K Report for 1998 filed with the Securities and Exchange Commission.
The December 31, 1998 balance sheet included herein has been taken from the
Registrant's 1998 Form 10-K Report. Operating results for the three month
period ended March 31, 1999 are not necessarily indicative of the results
that may be expected for the full year.
<PAGE>
Southwest Royalties, Inc. Income Fund VI
Balance Sheets
March 31, December 31,
1999 1998
---- ----
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 85,385 38,539
Receivable from Managing General Partner 135,294 110,000
--------- ---------
Total current assets 220,679 148,539
--------- ---------
Oil and gas properties - using the
full-cost method of accounting 8,426,634 8,426,634
Less accumulated depreciation,
depletion and amortization 6,467,000 6,423,000
--------- ---------
Net oil and gas properties 1,959,634 2,003,634
--------- ---------
$ 2,180,313 2,152,173
========= =========
Liabilities and Partners' Equity
Current liability - Distribution payable $ 355 300
--------- ---------
Partners' equity:
General partners (636,574) (639,382)
Limited partners 2,816,532 2,791,255
--------- ---------
Total partners' equity 2,179,958 2,152,873
--------- ---------
$ 2,180,313 2,152,173
========= =========
<PAGE>
Southwest Royalties, Inc. Income Fund VI
Statements of Operations
(unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
Revenues
Income from net profits interests $ 110,919 172,669
Interest 712 1,391
------- -------
111,631 174,060
------- -------
Expenses
General and administrative 39,546 49,543
Depreciation, depletion and amortization 44,000 61,000
------- -------
83,546 110,543
------- -------
Net income (loss) $ 28,085 63,517
======= =======
Net income (loss) allocated to:
Managing General Partner $ 2,528 5,717
======= =======
General partner $ 280 635
======= =======
Limited partners $ 25,277 57,165
======= =======
Per limited partner unit $ 1.26 2.86
======= =======
<PAGE>
Southwest Royalties, Inc. Income Fund VI
Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
Cash flows from operating activities:
Cash received from income from net profits
interests $ 72,582 200,061
Cash paid to suppliers (26,503) (21,957)
Interest received 712 1,391
-------- --------
Net cash provided by operating activities 46,791 179,495
-------- --------
Cash flows provided by investing activities:
Cash received from sale of oil and gas
properties - 41,534
-------- --------
Cash flows used in financing activities:
Distributions to partners 55 (205,108)
-------- --------
Net increases in cash and
cash equivalents 46,846 15,921
Beginning of period 38,539 40,719
-------- --------
End of period $ 85,385 56,640
======== ========
(continued)
<PAGE>
Southwest Royalties, Inc. Income Fund VI
Statements of Cash Flows, continued
(unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
Reconciliation of net income (loss) to net
cash provided by operating activities:
Net income (loss) $ 28,085 63,517
Adjustments to reconcile net income (loss)to
net cash provided by operating activities:
Depreciation, depletion and amortization 44,000 61,000
Decrease in receivables (38,337) 27,392
Increase in payables 13,043 27,586
------- -------
Net cash provided by operating activities $ 46,791 179,495
======= =======
<PAGE>
Southwest Royalties, Inc. Income Fund VI
(a Tennessee limited partnership)
Notes to Financial Statements
1. Organization
Southwest Royalties, Inc. Income Fund VI was organized under the
laws of the state of Tennessee on December 4, 1986, for the purpose of
acquiring producing oil and gas properties and to produce and market
crude oil and natural gas produced from such properties for a term of
50 years, unless terminated at an earlier date as provided for in the
Partnership Agreement. The Partnership sells its oil and gas
production to a variety of purchasers with the prices it receives being
dependent upon the oil and gas economy. Southwest Royalties, Inc.
serves as the Managing General Partner and H. H. Wommack, III, as the
individual general partner. Revenues, costs and expenses are allocated
as follows:
Limited General
Partners Partners
-------- --------
Interest income on capital contributions 100% -
Oil and gas sales 90% 10%
All other revenues 90% 10%
Organization and offering costs (1) 100% -
Amortization of organization costs 100% -
Property acquisition costs 100% -
Gain/loss on property disposition 90% 10%
Operating and administrative costs (2) 90% 10%
Depreciation, depletion and amortization
of oil and gas properties 90% 10%
All other costs 90% 10%
(1)All organization costs in excess of 3% of initial capital
contributions will be paid by the Managing General Partner and
will be treated as a capital contribution. The Partnership paid
the Managing General Partner an amount equal to 3% of initial
capital contributions for such organization costs.
(2)Administrative costs in any year which exceed 2% of capital
contributions shall be paid by the Managing General Partner and
will be treated as a capital contribution.
2. Summary of Significant Accounting Policies
The interim financial information as of March 31, 1999, and for the
three months ended March 31, 1999, is unaudited. Certain information
and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted in this Form 10-Q pursuant to the rules
and regulations of the Securities and Exchange Commission. However,
in the opinion of management, these interim financial statements
include all the necessary adjustments to fairly present the results of
the interim periods and all such adjustments are of a normal recurring
nature. The interim consolidated financial statements should be read
in conjunction with the audited financial statements for the year
ended December 31, 1998.
<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 year to enhance production. The Partnership has
the opportunity for potential increases with 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 March 31, 1999, 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 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 March 31, 1999 and 1998
The following table provides certain information regarding performance
factors for the quarters ended March 31, 1999 and 1998:
Three Months
Ended Percentage
March 31, Increase
1999 1998 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 11.08 12.73 (13%)
Average price per mcf of gas $ 1.61 2.38 (32%)
Oil production in barrels 11,000 12,650 (13%)
Gas production in mcf 100,600 122,500 (18%)
Income from net profits interests $ 110,919 172,669 (36%)
Partnership distributions $ - 205,153 (100%)
Limited partner distributions $ - 186,653 (100%)
Per unit distribution to limited
partners $ - 9.33 (100%)
Number of limited partner units 20,000 20,000
Revenues
The Partnership's income from net profits interests decreased to $110,919
from $172,669 for the quarters ended March 31, 1999 and 1998, respectively,
a decrease of 36%. The principal factors affecting the comparison of the
quarters ended March 31, 1999 and 1998 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the quarter ended March 31, 1999 as compared to the
quarter ended March 31, 1998 by 13%, or $1.65 per barrel, resulting in
a decrease of approximately $20,900 in income from net profits
interests. Oil sales represented 43% of total oil and gas sales during
the quarter ended March 31, 1999 as compared to 36% during the quarter
ended March 31, 1998.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 32%, or $.77 per mcf, resulting in
a decrease of approximately $94,300 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
$115,200. 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 1,600 barrels or 13% during the
quarter ended March 31, 1999 as compared to the quarter ended March 31,
1998, resulting in a decrease of approximately $18,000 in income from
net profits interests.
Gas production decreased approximately 21,900 mcf or 18% during the
same period, resulting in a decrease of approximately $35,200 in income
from net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $53,200. The decrease in
production is due partially to the decline in price which caused some
wells to be uneconomical to repair thus necessary to shut-in.
Additionally property sales accounted for a portion of the decrease in
production.
3. Lease operating costs and production taxes were 38% lower, or
approximately $107,000 less during the quarter ended March 31, 1999 as
compared to the quarter ended March 31, 1998. The decline in lease
operating costs is primarily in relation to the drop in oil prices
which made it uneconomical to perform workovers necessary to increase
production and perform major repairs thus making it necessary to shut-
in some wells.
Costs and Expenses
Total costs and expenses decreased to $83,546 from $110,543 for the
quarters ended March 31, 1999 and 1998, respectively, a decrease of 24%.
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
20% or approximately $10,000 during the quarter ended March 31, 1999 as
compared to the quarter ended March 31, 1998. The decrease of general
and administrative costs for the quarter were in part due to additional
accounting costs incurred in 1998 in relation to the outsourcing of K-1
tax package preparation; a change in auditors requiring opinions from
both the predecessors and successor auditors and a new accounting
pronouncement requiring review by the independent auditors of the 10-
Q's. The Managing General Partner has also made an effort to cut back
on general and administrative costs whenever and wherever possible.
2. Depletion expense decreased to $44,000 for the quarter ended March 31,
1999 from $61,000 for the same period in 1998. This represents a
decrease of 28%. 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. Contributing
factors to the decrease in depletion expense between the comparative
periods were the decrease in the price of oil and the decline in
production used to determine the Partnership's reserves.
<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 $46,800 in
the quarter ended March 31, 1999 as compared to approximately $179,500 in
the quarter ended March 31, 1998. The primary source of the 1999 cash flow
from operating activities was profitable operations.
There were no cash flows provided by investing activities in the quarter
ended March 31, 1999 as compared to approximately $41,500 in the quarter
ended March 31, 1998.
Cash flows used in financing activities were approximately $55 in the
quarter ended March 31, 1999 as compared to approximately $205,100 in the
quarter ended March 31, 1998. The only use in financing activities was the
distributions to partners.
There were no distributions during the quarter ended March 31, 1999. Total
distributions during the quarter ended March 31, 1998 were $205,153 of
which $186,653 was distributed to the limited partners and $18,500 to the
general partners. The per unit distribution to limited partners during the
quarter ended March 31, 1998 was $9.33.
The sources for the 1998 distributions of $205,100 were oil and gas
operations of approximately $179,500 and sales of oil and gas properties of
approximately $41,500.
Since inception of the Partnership, cumulative monthly cash distributions
of $14,676,459 have been made to the partners. As of March 31, 1999,
$13,224,282 or $661.21 per limited partner unit has been distributed to the
limited partners, representing a 132% return of the capital contributed.
As of March 31, 1999, the Partnership had approximately $220,000 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.
Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure with
over $21.0 million of interest payments due in 1999 on its debt
obligations. Due to severely depressed commodity prices, the Managing
General Partner is experiencing difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations. The Managing
General Partner is currently in the process of renegotiating the terms of
its various obligations with its creditors and/or attempting to seek new
lenders or equity investors. Additionally, the Managing General Partner
would consider disposing of certain assets in order to meet its
obligations.
There can be no assurance that the Managing General Partner's debt
restructuring efforts will be successful or that the lenders will agree to
a course of action consistent with the Managing General Partners
requirements in restructuring the obligations. Even if such agreement is
reached, it may require approval of additional lenders, which is not
assured. Furthermore, there can be no assurance that the sales of assets
can be successfully accomplished on terms acceptable to the Managing
General Partner. Under current circumstances, the Managing General
Partner's ability to continue as a going concern depends upon its ability
to (1) successfully restructure its obligations or obtain additional
financing as may be required, (2) maintain compliance with all debt
covenants, (3) generate sufficient cash flow to meet its obligations on a
timely basis, and (4) achieve satisfactory levels of future earnings. If
the Managing General Partner is unsuccessful in its efforts, it may be
unable to meet its obligations making it necessary to undertake such other
actions as may be appropriate to preserve asset values.
<PAGE>
Information Systems for the Year 2000
The Managing General Partner provides all data processing needs of the
Partnership. The Managing General Partner is continuing in its effort to
identify and assess its exposure to the potential Year 2000 software and
imbedded chip processing and date sensitivity issue. Through the Managing
General Partners data processing subsidiary, Midland Southwest Software,
Inc., the Managing General Partner proactively initiated a plan to identify
applicable hardware and software, assess impact and effect, estimate costs,
construct and implement corrective actions, and prepare contingency plans.
Identification & Assessment
The Managing General Partner currently believes it has identified the
internal and external software and hardware that may have date sensitivity
problems. Four critical systems and/or functions were identified: (1) the
proprietary software of the Partnership (OGAS) that is used for oil & gas
property management and financial accounting functions, (2) the DEC VAX/VMS
hardware and operating system, (3) various third-party application software
including lease economic analysis, fixed asset management, geological
applications, and payroll/human resource programs, and (4) External Agents.
The proprietary software of the Partnership is currently in process of
meeting compliance requirements with an estimated completion date of mid-
year 1999. Since this is an internally generated software package, the
Managing General Partner has estimated the cost to be approximately $25,000
by estimating the necessary man-hours. These modifications are being made
by internal staff and do not represent additional costs to the Partnership.
The Managing General Partner has not made contingency plans at this time
since the conversion is ahead of schedule and being handled by Managing
General Partner controlled internal programmers. Given the complexity of
the systems being modified, it is anticipated that some problems may arise,
but with an expected early completion date, the Managing General Partner
feels that adequate time is available to overcome unforeseen delays.
DEC has released a fully compliant version of its operating system that is
used by the Partnership on the DEC VAX system. It will be installed in
August 1999, the Managing General Partner believes that this will solve any
potential problems on the system.
The Managing General Partner has identified various third-party software
that may have date sensitivity problems and is working with the vendors to
secure solutions as well as prepare contingency plans. After review and
evaluation of the vendor plans and status, the Managing General Partner
believes that the problems will be resolved prior to the year 2000 or the
alternate contingency plan will sufficiently and adequately remediate the
problem so that there is no material disruption to business functions.
The External Agents of the Partnership include suppliers, customers,
owners, vendors, banks, product purchasers including pipelines, and other
oil and gas property operators. The Managing General Partner is in the
process of identifying and communicating with each critical External Agent
about its plan and progress thereof in addressing the Year 2000 issue.
This process is on schedule and the Managing General Partner, at this time,
believes that there should be no material interference or disruption
associated with any of the critical External Agent's functions necessary to
the Partnership's business. The Managing General Partner estimates
completion of this audit by mid-year 1999 and believes that alternate plans
can be devised to circumvent any material problems arising from critical
External Agent noncompliance.
Cost
To date, the Managing General Partner has incurred only minimal internal
man-hour costs for identification, planning, and maintenance. The Managing
General Partner believes that the necessary additional costs will also be
minimal and most will fall under normal and general maintenance procedures
and updates. An accurate cost cannot be determined at this time, but it is
expected that the total cost to remediate all systems to be less than
$50,000.
<PAGE>
Risks/Contingency
The failure to correct critical systems of the Partnership, or the failure
of a material business partner or External Agent to resolve critical Year
2000 issues could have a serious adverse impact on the ability of the
Partnership to continue operations and meet obligations. Based on the
Managing General Partner's evaluation and assessment to date, it is
believed that any interruption in operation will be minor and short-lived
and pose no material monetary loss, safety, or environmental risk to the
Partnership. However, until all assessment is complete, it is impossible
to accurately identify the risks, quantify potential impacts or establish a
final contingency plan. The Managing General Partner believes that its
assessment and contingency planning will be complete no later than mid-year
1999.
Worst Case Scenario
The Securities and Exchange Commission requires that public companies must
forecast the most reasonably likely worst case Year 2000 scenario, assuming
that the Managing General Partner's Year 2000 plan is not effective.
Analysis of the most reasonably likely worst case Year 2000 scenarios the
Partnership may face leads to contemplation of the following possibilities
which, though considered highly unlikely, must be included in any
consideration of worst cases: widespread failure of electrical, gas, and
similar supplies by utilities serving the Partnership; widespread
disruption of the services of communications common carriers; similar
disruption to means and modes of transportation for the Partnership and its
employees, contractors, suppliers, and customers; significant disruption to
the Partnership's ability to gain access to, and continue working in,
office buildings and other facilities; and the failure, of third-parties
systems, the effects of which would have a cumulative material adverse
impact on the Partnership's critical systems. The Partnership could
experience an inability by customers, traders, and others to pay, on a
timely basis or at all, obligations owed to the Partnership. Under these
circumstances, the adverse effect on the Partnership, and the diminution of
Partnership revenues, could be material, although not quantifiable at this
time.
<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
for which this report is filed.
<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: June 8, 1999
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at March 31, 1999 (Unaudited) and the Statement of Operation
for the Three Months Ended March 31, 1999 (Unaudited) and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 85,385
<SECURITIES> 0
<RECEIVABLES> 135,294
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 220,679
<PP&E> 8,426,634
<DEPRECIATION> 6,467,000
<TOTAL-ASSETS> 2,180,313
<CURRENT-LIABILITIES> 355
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,179,958
<TOTAL-LIABILITY-AND-EQUITY> 2,180,313
<SALES> 110,919
<TOTAL-REVENUES> 111,631
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 83,546
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 28,085
<INCOME-TAX> 0
<INCOME-CONTINUING> 28,085
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,085
<EPS-BASIC> 1.26
<EPS-DILUTED> 1.26
</TABLE>
