Page 3 of 18 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 September 30, 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 0-15408 Southwest Royalties, Inc. Income Fund V (Exact name of registrant as specified in its limited partnership agreement) Tennessee 75-2104619 (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 18. 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 note 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 and nine month periods ended September 30, 1999 are not necessarily indicative of the results that may be expected for the full year. Southwest Royalties, Inc. Income Fund V Balance Sheets September 30, December 31, 1999 1998 ------------- ------------ (unaudited) Assets - ------ Current assets Cash and cash equivalents $ 8,937 12,785 Receivable from Managing General Partner 103,083 7,961 --------- --------- Total current assets 112,020 20,746 --------- --------- Oil and gas properties - using the full cost method of accounting 6,159,438 6,159,438 Less accumulated depreciation, depletion and amortization 5,740,800 5,706,800 --------- --------- Net oil and gas properties 418,638 452,638 --------- --------- $ 530,658 473,384 ========= ========= Liabilities and Partners' Equity - -------------------------------- Current liability - Distribution payable $ 2,102 196 --------- --------- Partners' equity General partners (623,337) (628,874) Limited partners 1,151,893 1,102,062 --------- --------- Total partners' equity 528,556 473,188 --------- --------- $ 530,658 473,384 ========= ========= Southwest Royalties, Inc. Income Fund V Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1999 1998 1999 1998 ---- ---- ---- ---- Revenues - -------- Income from net profits interests $ 103,281 23,853 176,768 133,593 Interest - 87 70 879 ------- ------ ------- ------- 103,281 23,941 176,838 134,472 ------- ------ ------- ------- Expenses - -------- General and administrative 28,099 31,287 87,470 97,814 Depreciation, depletion and amortization 8,000 16,000 34,000 88,000 ------- ------ ------- ------- 36,099 47,287 121,470 185,814 ------- ------ ------- ------- Net income (loss) $ 67,182 (23,346) 55,368 (51,342) ======= ====== ======= ======= Net income (loss) allocated to: Managing General Partner $ 6,047 (2,100) 4,983 (4,621) ======= ====== ======= ======= General Partner $ 671 (234) 554 (513) ======= ====== ======= ======= Limited Partners $ 60,464 (21,012) 49,831 (46,208) ======= ====== ======= ======= Per limited partner unit $ 8.06 (2.80) 6.65 (6.16) ======= ====== ======= ======= Southwest Royalties, Inc. Income Fund V Statements of Cash Flows (unaudited) Nine Months Ended September 30, 1999 1998 ---- ---- Cash flows from operating activities Cash received from income from net profits interests $ 102,195 214,662 Cash paid to suppliers (108,020) (103,029) Interest received 70 879 ------- ------- Net cash (used in) provided by operating activities (5,755) 112,512 ------- ------- Cash flows from financing activities Distributions to partners 1,907 (104,206) ------- ------- Net increase (decrease) in cash and cash equivalents (3,848) 8,306 Beginning of period 12,785 4,418 ------- ------- End of period $ 8,937 12,724 ======= ======= (continued) Southwest Royalties, Inc. Income Fund V Statements of Cash Flows, continued (unaudited) Nine Months Ended September 30, 1999 1998 ---- ---- Reconciliation of net income (loss) to net cash provided by (used in) operating activities Net income (loss) $ 55,368 (51,342) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Depreciation, depletion and amortization 34,000 88,000 (Increase) decrease in receivables (74,573) 81,069 Decrease in payable (20,550) (5,215) ------- ------- Net cash provided by (used in) operating activities $ (5,755) 112,512 ======= ======= Southwest Royalties, Inc. Income Fund V (a Tennessee limited partnership) Notes to Financial Statements 1. Organization Southwest Royalties, Inc. Income Fund V was organized under the laws of the state of Tennessee on May 1, 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 September 30, 1999, and for the three and nine months ended September 30, 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. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Southwest Royalties, Inc. Income Fund V was organized as a Tennessee limited partnership on May 1, 1986, after receipt from investors of $1,000,000 in limited partner capital contributions. The offering of limited partnership interests began on January 22, 1986 and concluded on July 22, 1986, with total limited partner contributions of $7,500,000. 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 are not 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, increases and decreases in 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 the possibility of performing workovers during the last quarter of 1999. The Partnership could possibly experience a normal decline of 8% to 10% a year. 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 September 30, 1999, the net capitalized costs did not exceed the estimated present value of oil and gas reserves. A return to the oil price environment experienced during the first two quarters of 1999 would 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. Results of Operations A. General Comparison of the Quarters Ended September 30, 1999 and 1998 The following table provides certain information regarding performance factors for the quarters ended September 30, 1999 and 1998: Three Months Ended Percentage September 30, Increase 1999 1998 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 21.18 12.23 73% Average price per mcf of gas $ 2.84 1.87 52% Oil production in barrels 5,840 4,500 30% Gas production in mcf 35,380 34,900 1% Income from net profits interests $ 103,281 23,853 333% Partnership distributions $ - - - Limited partner distributions $ - - - Per unit distribution to limited partners $ - - - Number of limited partner units 7,499 7,499 Revenues The Partnership's income from net profits interests increased to $103,281 from $23,853 for the quarters ended September 30, 1999 and 1998, respectively, an increase of 333%. The principal factors affecting the comparison of the quarters ended September 30, 1999 and 1998 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended September 30, 1999 as compared to the quarter ended September 30, 1998 by 73%, or $8.95 per barrel, resulting in an increase of approximately $40,300 in income from net profits interests. Oil sales represented 55% of total oil and gas sales during the quarter ended September 30, 1999 as compared to 46% during the quarter ended September 30, 1998. The average price for an mcf of gas received by the Partnership increased during the same period by 52%, or $.97 per mcf, resulting in an increase of approximately $33,900 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 $74,200. 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. 2. Oil production increased approximately 1,340 barrels or 30% during the quarter ended September 30, 1999 as compared to the quarter ended September 30, 1998, resulting in an increase of approximately $28,400 in income from net profits interests. Gas production increased approximately 480 mcf or 1% during the same period, resulting in an increase of approximately $1,400 in income from net profits interests. The total increase in income from net profits interests due to the change in production is approximately $29,800. The increase in oil production was primarily due to three wells that were previously shut- in until the third quarter of 1999. 3. Lease operating costs and production taxes was 25% higher, or approximately $24,300 more during the quarter ended September 30, 1999 as compared to the quarter ended September 30, 1998. The increase of oil and gas prices during the third quarter has made it possible to begin routine repair and maintenance, which was previously deemed to uneconomical. The ability to perform repair and maintenance has made it possible to bring some previously shut-in wells back online. Costs and Expenses Total costs and expenses decreased to $36,099 from $47,287 for the quarters ended September 30, 1999 and 1998, respectively, a decrease of 24%. The decrease is the result of lower depletion expense and 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 decreased 10% or approximately $3,200 during the quarter ended September 30, 1999 as compared to the quarter ended September 30, 1998. 2. Depletion expense decreased to $8,000 for the quarter ended September 30, 1999 from $16,000 for the same period in 1998. This represents a decrease of 50%. 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 October 1, 1999 as compared to 1998. B. General Comparison of the Nine Month Periods Ended September 30, 1999 and 1998 The following table provides certain information regarding performance factors for the nine month periods ended September 30, 1999 and 1998: Nine Months Ended Percentage September 30, Increase 1999 1998 (Decrease) ---- ---- --------- Average price per barrel of oil $ 15.99 13.46 19% Average price per mcf of gas $ 2.16 2.03 6% Oil production in barrels 17,400 19,500 (11%) Gas production in mcf 94,600 107,000 (12%) Income from net profits interests $ 176,768 133,593 32% Partnership distributions $ - 104,500 (100%) Limited partner distributions $ - 94,050 (100%) Per unit distribution to limited partners $ - 12.54 (100%) Number of limited partner units 7,499 7,499 Revenues The Partnership's income from net profits interests increased to $176,768 from $133,593 for the nine months ended September 30, 1999 and 1998, respectively, an increase of 32%. The principal factors affecting the comparison of the nine months ended September 30, 1999 and 1998 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998 by 19%, or $2.53 per barrel, resulting in an increase of approximately $49,300 in income from net profits interests. Oil sales represented 58% of total oil and gas sales during the nine months ended September 30, 1999 as compared to 55% during the nine months ended September 30, 1998. The average price for an mcf of gas received by the Partnership increased during the same period by 6%, or $.13 per mcf, resulting in an increase of approximately $13,900 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 $63,200. 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. 2. Oil production decreased approximately 2,100 barrels or 11% during the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998, resulting in a decrease of approximately $33,600 in income from net profits interests. Gas production decreased approximately 12,400 mcf or 12% during the same period, resulting in a decrease of approximately $26,800 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $60,400. 3. Lease operating costs and production taxes were 12% lower, or approximately $40,600 less during the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Costs and Expenses Total costs and expenses decreased to $121,470 from $185,814 for the nine months ended September 30, 1999 and 1998, respectively, a decrease of 35%. The decrease is the result of lower depletion expense and 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 decreased 11% or approximately $10,300 during the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. 2. Depletion expense decreased to $34,000 for the nine months ended September 30, 1999 from $88,000 for the same period in 1998. This represents a decrease of 61%. 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 October 1, 1999 as compared to 1998. 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 (used in) or provided by operating activities were approximately $(5,800) in the nine months ended September 30, 1999 as compared to approximately $112,500 in the nine months ended September 30, 1998. The primary use of the 1999 cash flow from operating activities was operations. There were no cash flows provided by investing activities in the nine months ended September 30, 1999 and 1998. Cash flows provided by (used in) financing activities were approximately $1,900 in the nine months ended September 30, 1999 as compared to approximately $(104,200) in the nine months ended September 30, 1998. The primary source of financing activities was in relation to partners distributions. There were no distributions during the nine months ended September 30, 1999. Total distributions during the nine months ended September 30, 1998 were $104,500 of which $94,050 was distributed to the limited partners and $10,450 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1998 was $12.54. The sources for the 1998 distributions of $104,500 were oil and gas operations of approximately $112,500, resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $7,338,543 have been made to the partners. As of September 30, 1999, $6,588,320 or $878.56 per limited partner unit has been distributed to the limited partners, representing an 88% return of the capital contributed. As of September 30, 1999, the Partnership had approximately $109,900 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 within the next twelve months on its debt obligations. Due to the severely depressed commodity prices experienced for the past eighteen months, 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. Information Systems for the Year 2000 The Managing General Partner provides all data processing needs of the Partnership. The Managing General Partner has identified and assessed 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 an internal 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 identified the internal and external software and hardware that had the potential for date sensitivity problems. Four critical systems and/or functions were identified and addressed: (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 has met compliance requirements. Since this is an internally generated software package, the Managing General Partner incurred approximately $25,000 in man-hours. Modifications were made by internal staff and did 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 that were modified, it is anticipated that some problems may arise, but having met the early completion date, the Managing General Partner feels that adequate time remains 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 was installed, the Managing General Partner believes that this solved any potential problems on the system. The Managing General Partner has identified various third-party software that may have date sensitivity problems and is continuing to work 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 year end 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. 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, due to the external nature of the potential problems, 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 year-end 1999. Worst Case Scenario The Securities and Exchange Commission requires public companies to 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. 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) No reports on Form 8-K were filed during the quarter for which this report is filed. 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 V 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: November 15, 1999