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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, 2000
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 0-19601
SOUTHWEST ROYALTIES INSTITUTIONAL 1990-91 INCOME PROGRAM
Southwest Royalties Institutional Income Fund X-B, L.P.
(Exact name of registrant as specified
in its limited partnership agreement)
Delaware 75-2332174
(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 16.
<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, 1999 which are found in the Registrant's Form
10-K Report for 1999 filed with the Securities and Exchange Commission.
The December 31, 1999 balance sheet included herein has been taken from the
Registrant's 1999 Form 10-K Report. Operating results for the three and
six month periods ended June 30, 2000 are not necessarily indicative of the
results that may be expected for the full year.
<PAGE>
Southwest Royalties Institutional Income Fund X-B, L.P.
Balance Sheets
June 30, December 31,
2000 1999
--------- ------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 32,255 20,977
Receivable from Managing General Partner 92,561 92,995
--------- ---------
Total current assets 124,816 113,972
--------- ---------
Oil and gas properties - using the
full cost method of accounting 3,888,882 3,888,882
Less accumulated depreciation,
depletion and amortization 3,442,853 3,430,853
--------- ---------
Net oil and gas properties 446,029 458,029
--------- ---------
$ 570,845 572,001
========= =========
Liabilities and Partners' Equity
Current liability - Distribution payable $ 43 39
--------- ---------
Partners' equity:
General partners (39,641) (40,725)
Limited partners 610,443 612,687
--------- ---------
Total partners' equity 570,802 571,962
--------- ---------
$ 570,845 572,001
========= =========
<PAGE>
Southwest Royalties Institutional Income Fund X-B, L.P.
Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Revenues
Income from net profits
interests $ 93,051 20,898 143,321 46,424
Interest 437 355 954 1,298
------- ------- ------- -------
93,488 21,253 144,275 47,722
------- ------- ------- -------
Expenses
General and administrative 19,184 20,421 38,435 40,526
Depreciation, depletion and
amortization 4,000 7,000 12,000 19,000
------- ------- ------- -------
23,184 27,421 50,435 59,526
------- ------- ------- -------
Net income (loss) $ 70,304 (6,168) 93,840 (11,804)
======= ======= ======= =======
Net income (loss) allocated to:
Managing General Partner $ 6,687 75 9,526 648
======= ======= ======= =======
General Partner $ 744 9 1,058 72
======= ======= ======= =======
Limited partners $ 62,873 (6,252) 83,256 (12,524)
======= ======= ======= =======
Per limited partner unit $ 5.62 (.56) 7.45 (1.12)
======= ======= ======= =======
<PAGE>
Southwest Royalties Institutional Income Fund X-B, L.P.
Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
2000 1999
Cash flows from operating activities:
Cash received from income from net profits
interests $ 138,900 15,287
Cash paid to suppliers (33,580) (32,663)
Interest received 954 1,298
------- --------
Net cash provided by (used by) operating activities 106,274 (16,078)
------- --------
Cash flows provided by investing activities:
Cash received from sale of oil and gas
property interest - 7,990
------- --------
Cash flows used in financing activities:
Distributions to partners (94,996) (76,284)
------- --------
Net increase (decrease) in cash and cash
equivalents 11,278 (84,372)
Beginning of period 20,977 129,127
------- --------
End of period $ 32,255 44,755
======= ========
(continued)
<PAGE>
Southwest Royalties Institutional Income Fund X-B, L.P.
Statements of Cash Flows, continued
(unaudited)
Six Months Ended
June 30,
2000 1999
Reconciliation of net income (loss) to net cash provided
by (used in) operating activities:
Net income (loss) $ 93,840 (11,804)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation, depletion and amortization 12,000 19,000
Increase in receivables (4,421) (31,137)
Increase in payables 4,855 7,863
------- -------
Net cash provided by (used in) operating activities $ 106,274 (16,078)
======= =======
<PAGE>
Southwest Royalties Institutional Income Fund X-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Royalties Institutional Income Fund X-B, L.P. was organized
under the laws of the state of Delaware on November 27, 1990 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 100% -
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 June 30, 2000, and for the
three and six months ended June 30, 2000, 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, 1999.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Southwest Royalties Institutional Income Fund X-B, L.P. was organized as a
Delaware limited partnership on November 27, 1990. The offering of such
limited partnership interests began December 1, 1990 as part of a shelf
offering registered under the name Southwest Royalties Institutional 1990-
91 Income Program. Minimum capital requirements for the Partnership were
met on March 11, 1991, with the offering of limited partnership interests
concluding September 30, 1991, with total limited partner contributions of
$5,590,500.
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 farmout 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 few years.
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, 2000, the capitalized costs of the
Partnership's reserves did not exceed the present value.
<PAGE>
Results of Operations
A. General Comparison of the Quarters Ended June 30, 2000 and 1999
The following table provides certain information regarding performance
factors for the quarters ended June 30, 2000 and 1999:
Three Months
Ended Percentage
June 30, Increase
2000 1999 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 25.35 15.19 67%
Average price per mcf of gas $ 4.05 1.96 107%
Oil production in barrels 5,000 5,900 (15%)
Gas production in mcf 15,300 17,100 (11%)
Income from net profits interests $ 93,051 20,898 345%
Partnership distributions $ 40,000 - 100%
Limited partner distributions $ 36,000 - 100%
Per unit distribution to limited
partners $ 3.22 - 100%
Number of limited partner units 11,181 11,181
Revenues
The Partnership's income from net profits interests increased to $93,051
from $20,898 for the quarters ended June 30, 2000 and 1999, respectively,
an increase of 345%. The principal factors affecting the comparison of the
quarters ended June 30, 2000 and 1999 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the quarter ended June 30, 2000 as compared to the
quarter ended June 30, 1999 by 67%, or $10.16 per barrel, resulting in
an increase of approximately $60,000 in income from net profits
interests. Oil sales represented 67% of total oil and gas sales during
the quarter ended June 30, 2000 as compared to 73% during the quarter
ended June 30, 1999.
The average price for an mcf of gas received by the Partnership
increased during the same period by 107%, or $2.09 per mcf, resulting
in an increase of approximately $35,700 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
$95,700. 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 900 barrels or 15% during the
quarter ended June 30, 2000 as compared to the quarter ended June 30,
1999, resulting in a decrease of approximately $22,800 in income from
net profits interests.
Gas production decreased approximately 1,800 mcf or 11% during the same
period, resulting in a decrease of approximately $7,300 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $30,100. The decline in oil
production is due primarily to the sharp natural decline of one lease.
3. Lease operating costs and production taxes were 2% higher, or
approximately $2,000 more during the quarter ended June 30, 2000 as
compared to the quarter ended June 30, 1999.
Costs and Expenses
Total costs and expenses decreased to $23,184 from $27,421 for the quarters
ended June 30, 2000 and 1999, respectively, a decrease of 15%. The
decrease is primarily the result of lower depletion expense and general ad
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 decreased 6%
or approximately $1,200 during the quarter ended June 30, 2000 as
compared to the quarter ended June 30, 1999.
2. Depletion expense decreased to $4,000 for the quarter ended June 30,
2000 from $7,000 for the same period in 1999. This represents a
decrease of 43%. 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 decline in depletion expense between the comparative
periods were the increase in the price of oil and gas used to determine
the Partnership's reserves for July 1, 2000 as compared to 1999.
<PAGE>
B. General Comparison of the Six Month Periods Ended June 30, 2000 and
1999
The following table provides certain information regarding performance
factors for the six month periods ended June 30, 2000 and 1999:
Six Months
Ended Percentage
June 30, Increase
2000 1999 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 26.33 12.46 111%
Average price per mcf of gas $ 3.53 1.74 103%
Oil production in barrels 10,300 14,000 (26%)
Gas production in mcf 30,900 32,800 (6%)
Income from net profits interests $ 143,321 46,424 209%
Partnership distributions $ 95,000 76,511 24%
Limited partner distributions $ 85,500 72,511 18%
Per unit distribution to limited
partners $ 7.65 6.49 18%
Number of limited partner units 11,181 11,181
Revenues
The Partnership's income from net profits interests increased to $143,321
from $46,424 for the six months ended June 30, 2000 and 1999, respectively,
an increase of 209%. The principal factors affecting the comparison of the
six months ended June 30, 2000 and 1999 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the six months ended June 30, 2000 as compared to the
six months ended June 30, 1999 by 111%, or $13.87 per barrel, resulting
in an increase of approximately $194,200 in income from net profits
interests. Oil sales represented 71% of total oil and gas sales during
the six months ended June 30, 2000 as compared to 75% during the six
months ended June 30, 1999.
The average price for an mcf of gas received by the Partnership
increased during the same period by 103%, or $1.79 per mcf, resulting
in an increase of approximately $58,700 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
$252,900. 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 3,700 barrels or 26% during the
six months ended June 30, 2000 as compared to the six months ended June
30, 1999, resulting in a decrease of approximately $97,400 in income
from net profits interests.
Gas production decreased approximately 1,900 mcf or 6% during the same
period, resulting in a decrease of approximately $6,700 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $104,100. The decline in oil
production is due primarily to the sharp natural decline of one lease.
3. Lease operating costs and production taxes were 28% higher, or
approximately $51,800 more during the six months ended June 30, 2000 as
compared to the six months ended June 30, 1999. The increase in lease
operating costs and production taxes is primarily a result of the
higher oil and gas prices received by the Partnership. Higher prices
have made it possible for the Partnership to perform needed major
repairs and maintenance. Since production taxes are based on gross
revenues, the increase in oil and gas prices have directly increased
production taxes.
Costs and Expenses
Total costs and expenses decreased to $50,435 from $59,526 for the six
months ended June 30, 2000 and 1999, respectively, a decrease of 15%. The
decrease is primarily 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 5%
or approximately $2,100 during the six months ended June 30, 2000 as
compared to the six months ended June 30, 1999.
2. Depletion expense decreased to $12,000 for the six months ended June
30, 2000 from $19,000 for the same period in 1999. This represents a
decrease of 37%. 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 decline in depletion expense between the comparative
periods were the increase in the price of oil and gas used to determine
the Partnership's reserves for July 1, 2000 as compared to 1999.
<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 (used in) operating activities were approximately
$106,300 in the six months ended June 30, 2000 as compared to approximately
$(16,100) in the six months ended June 30, 1999.
There were no cash flows provided by investing activities in the six months
ended June 30, 2000. Cash flows provided by investing activities were
approximately $8,000 in the six months ended June 30, 1999.
Cash flows used in financing activities were approximately $95,000 in the
six months ended June 30, 2000 as compared to approximately $76,300 in the
six months ended June 30, 1999. The only use in financing activities was
the distributions to partners.
Total distributions during the six months ended June 30, 2000 were $95,000
of which $85,500 was distributed to the limited partners and $9,500 to the
general partners. The per unit distribution to limited partners during the
six months ended June 30, 2000 was $7.65. Total distributions during the
six months ended June 30, 1999 were $76,511 of which $72,511 was
distributed to the limited partners and $4,000 to the general partners.
The per unit distribution to limited partners during the six months ended
June 30, 1999 was $6.49.
The sources for the 2000 distributions of $95,000 were oil and gas
operations of approximately $106,300, resulting in excess cash for
contingencies or subsequent distributions. The sources for the 1999
distributions of $76,511 were oil and gas operations of approximately
$(16,100) and sale of oil and gas properties of $8,000, with the balance
from available cash on hand at the beginning of the period.
Since inception of the Partnership, cumulative monthly cash distributions
of $4,915,561 have been made to the partners. As of June 30, 2000,
$4,483,048 or $400.95 per limited partner unit has been distributed to the
limited partners, representing a 80% return of the capital contributed.
As of June 30, 2000, the Partnership had approximately $124,800 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.
<PAGE>
Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure with
over $50.1 million principal due by December 31, 2000 and $15.3 million
interest payments due within the next twelve months on its debt
obligations. 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>
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, 2000.
<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 INSTITUTIONAL
INCOME FUND X-B, L.P.
a Delaware limited partnership
By: Southwest Royalties, Inc.
Managing General Partner
By: /s/ J Steven Person
------------------------------
J Steven Person, Vice-President of
Marketing and Chief Financial Officer
of Southwest Royalties, Inc.
the Managing General Partner
Date: August 15, 2000
<PAGE>
