13 of 13 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 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 0-18996 SOUTHWEST OIL & GAS 1990-91 INCOME PROGRAM Southwest Oil & Gas Income Fund X-A, L.P. (Exact name of registrant as specified in its limited partnership agreement) Delaware 75-2310854 (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 13 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, 2000 which are found in the Registrant's Form 10-K Report for 2000 filed with the Securities and Exchange Commission. The December 31, 2000 balance sheet included herein has been taken from the Registrant's 2000 Form 10-K Report. Operating results for the three month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the full year. Southwest Oil & Gas Income Fund X-A, L.P. Balance Sheets March 31, December 31, 2001 2000 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 13,085 16,448 Receivable from Managing General Partner 42,066 58,391 --------- --------- Total current assets 55,151 74,839 --------- --------- Oil and gas properties - using the full-cost method of accounting 3,797,542 3,796,887 Less accumulated depreciation, depletion and amortization 3,698,386 3,695,386 --------- --------- Net oil and gas properties 99,156 101,501 --------- --------- $ 154,307 176,340 ========= ========= Liabilities and Partners' Equity Current liability - Distributions payable $ 310 677 --------- --------- Partners' equity: General partners (17,328) (15,461) Limited partners 171,325 191,124 --------- --------- Total partners' equity 153,997 175,663 --------- --------- $ 154,307 176,340 ========= ========= Southwest Oil & Gas Income Fund X-A, L.P. Statements of Operations (unaudited) Three Months Ended March 31, 2001 2000 ---- ---- Revenues Oil and gas $ 117,290 103,354 Interest 109 - ------- ------- 117,399 103,354 ------- ------- Expenses Production 70,151 52,418 General and administrative 20,914 21,071 Depreciation, depletion and amortization 3,000 3,000 ------- ------- 94,065 76,489 ------- ------- Net income $ 23,334 26,865 ======= ======= Net income allocated to: Managing General Partner $ 2,370 2,688 ======= ======= General partner $ 263 299 ======= ======= Limited partners $ 20,701 23,878 ======= ======= Per limited partner unit $ 1.97 2.28 ======= ======= Southwest Oil & Gas Income Fund X-A, L.P. Statements of Cash Flows (unaudited) Three Months Ended March 31, 2001 2000 ---- ---- Cash flows from operating activities: Cash received from sales of oil and gas $ 137,183 93,362 Cash paid to suppliers (94,633) (91,283) Interest received 109 - -------- -------- Net cash provided by operating activities 42,659 2,079 -------- -------- Cash flows used in investing activities: Additions to oil and gas properties (655) (2,079) -------- -------- Cash flows used in financing activities: Distributions to partners (45,367) - -------- -------- Net decrease in cash and cash equivalents (3,363) - Beginning of period 16,448 1,204 -------- -------- End of period $ 13,085 1,204 ======== ======== (continued) Southwest Oil & Gas Income Fund X-A, L.P. Statements of Cash Flows, continued (unaudited) Three Months Ended March 31, 2001 2000 ---- ---- Reconciliation of net income to net cash provided by operating activities: Net income $ 23,334 26,865 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 3,000 3,000 Decrease (increase) in receivables 19,893 (9,992) Decrease in payables (3,568) (17,794) ------- ------- Net cash provided by operating activities $ 42,659 2,079 ======= ======= Southwest Oil & Gas Income Fund X-A, L.P. (a Delaware limited partnership) Notes to Financial Statements 1. Organization Southwest Oil and Gas Income Fund X-A, L.P. was organized under the laws of the state of Delaware on January 29, 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% - Syndication costs 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 as 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 March 31, 2001, and for the three months ended March 31, 2001, 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, 2000. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Southwest Oil & Gas Income Fund X-A, L.P. was organized as a Delaware limited partnership on January 29, 1990. The offering of such limited partnership interests began on May 11, 1990 as part of a shelf offering registered under the name Southwest Oil & Gas 1990-91 Income Program. Minimum capital requirements for the Partnership were met on August 15, 1990, with the offering of limited partnership interests concluding on November 30, 1990, with total limited partner contributions of $5,242,000. The Partnership was formed to acquire interests in producing oil and gas properties, to produce and market crude oil and natural gas produced from such properties, and to distribute the net proceeds from operations to the limited and general partners. Net revenues from producing oil and gas properties will not be reinvested in other revenue producing assets except to the extent that production facilities and wells are improved or reworked or where methods are employed to improve or enable more efficient recovery of oil and gas reserves. Increases or decreases in Partnership revenues and, therefore, distributions to partners will depend primarily on changes in the prices received for production, changes in volumes of production sold, lease operating expenses, enhanced recovery projects, offset drilling activities pursuant to farm-out arrangements, sales of properties, and the depletion of wells. Since wells deplete over time, production can generally be expected to decline from year to year. Well operating costs and general and administrative costs usually decrease with production declines; however, these costs may not decrease proportionately. Net income available for distribution to the partners is therefore expected to fluctuate in later years based on these factors. Based on current conditions, management anticipates performing a few workovers during 2001 to enhance production. The partnership may have an increase in production volumes for the year 2001, otherwise, the partnership will most likely experience the historical production decline of approximately 7% per 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 March 31, 2001, the net capitalized costs did not exceed the estimated present value of oil and gas reserves. Results of Operations A. General Comparison of the Quarters Ended March 31, 2001 and 2000 The following table provides certain information regarding performance factors for the quarters ended March 31, 2001 and 2000: Three Months Ended Percentage March 31, Increase 2001 2000 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 25.75 26.93 (4%) Average price per mcf of gas $ 7.69 3.19 141% Oil production in barrels 3,300 3,400 (3%) Gas production in mcf 4,200 3,700 14% Gross oil and gas revenue $ 117,290 103,354 13% Net oil and gas revenue $ 47,139 50,936 (7%) Partnership distributions $ 45,000 - 100% Limited partner distributions $ 40,500 - 100% Per unit distribution to limited partners $ 3.86 - 100% Number of limited partner units 10,484 10,484 Revenues The Partnership's oil and gas revenues increased to $117,290 from $103,354 for the quarters ended March 31, 2001 and 2000, respectively, an increase of 13%. The principal factors affecting the comparison of the quarters ended March 31, 2001 and 2000 are as follows: 1. The average price for a barrel of oil received by the Partnership decreased during the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000 by 4%, or $1.18 per barrel, resulting in a decrease of approximately $3,900 in revenues. Oil sales represented 72% of total oil and gas sales during the quarter ended March 31, 2001 as compared to 89% during the quarter ended March 31, 2000. The average price for an mcf of gas received by the Partnership increased during the same period by 141%, or $4.50 per mcf, resulting in an increase of approximately $18,900 in revenues. The net total increase in revenues due to the change in prices received from oil and gas production is approximately $15,000. 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. 2. Oil production decreased approximately 100 barrels or 3% during the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000, resulting in a decrease of approximately $2,700 in revenues. Gas production increased approximately 500 mcf or 14% during the same period, resulting in an increase of approximately $1,600 in revenues. The net total decrease in revenues due to the change in production is approximately $1,100. Costs and Expenses Total costs and expenses increased to $94,065 from $76,489 for the quarters ended March 31, 2001 and 2000, respectively, an increase of 23%. The increase is the result of higher lease operating costs, partially offset by a decrease in general and administrative expense. 1. Lease operating costs and production taxes were 34% higher or approximately $17,700 more during the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000. The increase in lease operating expense is due to acoustical testing, maintenance and other repairs being performed in 2001, and the increase in production taxes in relation to the increase in gross revenues received in 2001. 2. General and administrative costs consist of independent accounting and engineering fees, computer services, postage, and Managing General Partner personnel costs. General and administrative costs decreased 1% or approximately $200 during the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000. 3. Depletion expense remained unchanged for the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000. 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. 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, other than the ones noted above, nor does it anticipate any such change. Cash flows provided by operating activities were approximately $42,700 in the quarter ended March 31, 2001 as compared to approximately $2,100 in the quarter ended March 31, 2000. The primary source of the 2001 cash flow from operating activities was operations. Cash flows used in investing activities were approximately $700 in the quarter ended March 31, 2001 as compared to approximately $2,100 in the quarter ended March 31, 2000. The principle use of the 2001 cash flow from investing activities was the additions to oil and gas properties. Cash flows used in financing activities were approximately $45,400 in the quarter ended March 31, 2001. There were no cash flows used in financing activities in the quarter ended March 31, 2000. The only use in financing activities was the distributions to partners. Total distributions during the quarter ended March 31, 2001 were $45,000 of which $40,500 was distributed to the limited partners and $4,500 was distributed to the general partner. The per unit distribution to limited partners during the quarter ended March 31, 2001 was $3.86. There were no distributions during the quarters ended March 31, 2000. The source for the 2001 distributions of $45,000 was oil and gas operations of approximately $42,700, with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $2,812,732 have been made to the partners. As of March 31, 2001, $2,589,074 or $246.95 per limited partner unit has been distributed to the limited partners, representing a 49% return of the capital contributed. As of March 31, 2001, the Partnership had approximately $54,800 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. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Partnership is not a party to any derivative or embedded derivative instruments. 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) Reports on Form 8-K: 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 OIL & GAS INCOME FUND X-A, L.P. a Delaware limited partnership By: Southwest Royalties, Inc. Managing General Partner By: /s/ Bill E. Coggin ------------------------------ Bill E. Coggin, Vice President and Chief Financial Officer Date: May 15, 2001