Page 14 of 14 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, 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 and 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 14. 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, 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 and nine month periods ended September 30, 2001 are not necessarily indicative of the results that may be expected for the full year. Southwest Oil and Gas Income Fund X-A, L.P. Balance Sheets September 30, December 31, 2001 2000 ------------- ------------ (unaudited) Assets - ------ Current assets: Cash and cash equivalents $ 21,317 16,448 Receivable from Managing General Partner 20,726 58,391 --------- --------- Total current assets 42,043 74,839 --------- --------- Oil and gas properties - using the full-cost method of accounting 3,813,488 3,796,887 Less accumulated depreciation, depletion and amortization 3,704,386 3,695,386 --------- --------- Net oil and gas properties 109,102 101,501 --------- --------- $ 151,145 176,340 ========= ========= Liabilities and Partners' Equity - -------------------------------- Current liability - Distributions payable $ 336 677 --------- --------- Partners' equity: General partners (17,047) (15,461) Limited partners 167,856 191,124 --------- --------- Total partners' equity 150,809 175,663 --------- --------- $ 151,145 176,340 ========= ========= Southwest Oil and Gas Income Fund X-A, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 ---- ---- ---- ---- Revenues - -------- Oil and gas $ 72,955 122,254 289,079 326,596 Interest 19 104 236 107 ------- ------- ------- ------- 72,974 122,358 289,315 326,703 ------- ------- ------- ------- Expenses - -------- Production 59,365 62,274 182,125 168,654 General and administrative 20,993 20,804 63,044 62,892 Depreciation, depletion and amortization 4,000 3,000 9,000 7,000 ------- ------- ------- ------- 84,358 86,078 254,169 238,546 ------- ------- ------- ------- Net income (loss) $ (11,384) 36,280 35,146 88,157 ======= ======= ======= ======= Net income (loss) allocated to: Managing General Partner $ (665) 3,535 3,973 8,564 ======= ======= ======= ======= General Partner $ (74) 393 441 952 ======= ======= ======= ======= Limited Partners $ (10,645) 32,352 30,732 78,641 ======= ======= ======= ======= Per limited partner unit $ (1.02) 3.09 2.93 7.50 ======= ======= ======= ======= Southwest Oil and Gas Income Fund X-A, L.P. Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2001 2000 ---- ---- Cash flows from operating activities Cash received from oil and gas sales $ 322,144 294,444 Cash paid to suppliers (240,569) (249,994) Interest received 236 107 ------- ------- Net cash provided by operating activities 81,811 44,557 ------- ------- Cash flows used in investing activities Additions to oil and gas properties (16,601) (8,505) ------- ------- Cash flows used in financing activities Distributions to partners (60,341) (26,498) ------- ------- Net increase in cash and cash equivalents 4,869 9,554 Beginning of period 16,448 1,204 ------- ------- End of period $ 21,317 10,758 ======= ======= Reconciliation of net income to net cash provided by operating activities Net income $ 35,146 88,157 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, depletion and amortization 9,000 7,000 Decrease (increase) in receivables 33,065 (32,152) Increase (decrease) in payables 4,600 (18,448) --------- ------ Net cash provided by operating activities $ 81,811 44,557 ========= ====== 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 September 30, 2001, and for the three and nine months ended September 30, 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. Management does not anticipate performing workovers during the next twelve months. The Partnership could possibly experience a normal decline of 8% to 10% 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 September 30, 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 September 30, 2001 and 2000 The following table provides certain information regarding performance factors for the quarters ended September 30, 2001 and 2000: Three Months Ended Percentage September 30, Increase 2001 2000 (Decrease) ---- ---- --------- Average price per barrel of oil $ 22.36 30.04 (26%) Average price per mcf of gas $ 2.73 5.08 (46%) Oil production in barrels 3,100 3,500 (11%) Gas production in mcf 4,300 4,100 5% Gross oil and gas revenue $ 72,955 122,254 (40%) Net oil and gas revenue $ 13,590 59,980 (77%) Partnership distributions $ - 26,284 (100%) Limited partner distributions $ - 26,284 (100%) Per unit distribution to limited partners $ - 2.51 (100%) Number of limited partner units 10,484 10,484 Revenues The Partnership's oil and gas revenues decreased to $72,955 from $122,254 for the quarters ended September 30, 2001 and 2000, respectively, a decrease of 40%. The principal factors affecting the comparison of the quarters ended September 30, 2001 and 2000 are as follows: 1. The average price for a barrel of oil received by the Partnership decreased during the quarter ended September 30, 2001 as compared to the quarter ended September 30, 2000 by 26%, or $7.68 per barrel, resulting in a decrease of approximately $23,800 in revenues. Oil sales represented 86% of total oil and gas sales during the quarter ended September 30, 2001 as compared to 83% during the quarter ended September 30, 2000. The average price for an mcf of gas received by the Partnership decreased during the same period by 46%, or $2.35 per mcf, resulting in a decrease of approximately $10,100 in revenues. The total decrease in revenues due to the change in prices received from oil and gas production is approximately $33,900. 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. 2. Oil production decreased approximately 400 barrels or 11% during the quarter ended September 30, 2001 as compared to the quarter ended September 30, 2000, resulting in a decrease of approximately $12,000 in revenues. Gas production increased approximately 200 mcf or 5% during the same period, resulting in an increase of approximately $1,000 in revenues. The net total decrease in revenues due to the change in production is approximately $11,000. Costs and Expenses Total costs and expenses decreased to $84,358 from $86,078 for the quarters ended September 30, 2001 and 2000, respectively, a decrease of 2%. The decrease is the result of lower lease operating costs, partially offset by an increase in depletion expense and general and administrative expense. 1. Lease operating costs and production taxes were 5% lower, or approximately $2,900 less during the quarter ended September 30, 2001 as compared to the quarter ended September 30, 2000. 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 increased 1% or approximately $200 during the quarter ended September 30, 2001 as compared to the quarter ended September 30, 2000. 3. Depletion expense increased to $4,000 for the quarter ended September 30, 2001 from $3,000 for the same period in 2000. This represents an increase of 33%. 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 increase in depletion expense between the comparative periods were the decrease in the price of oil and gas used to determine the Partnership's reserves for October 1, 2001 as compared to 2000, and the decrease in oil and gas revenues received by the Partnership during 2001 as compared to 2000. B. General Comparison of the Nine Month Periods Ended September 30, 2001 and 2000 The following table provides certain information regarding performance factors for the nine month periods ended September 30, 2001 and 2000: Nine Months Ended Percentage September 30, Increase 2001 2000 (Decrease) ---- ---- --------- Average price per barrel of oil $ 23.44 27.93 (16%) Average price per mcf of gas $ 4.60 3.90 18% Oil production in barrels 9,800 10,100 (3%) Gas production in mcf 12,900 11,400 13% Gross oil and gas revenue $ 289,079 326,596 (11%) Net oil and gas revenue $ 106,954 157,942 (32%) Partnership distributions $ 60,000 26,284 128% Limited partner distributions $ 54,000 26,284 105% Per unit distribution to limited partners $ 5.15 2.51 105% Number of limited partner units 10,484 10,484 Revenues The Partnership's oil and gas revenues decreased to $289,079 from $326,596 for the nine months ended September 30, 2001 and 2000, respectively, a decrease of 11%. The principal factors affecting the comparison of the nine months ended September 30, 2001 and 2000 are as follows: 1. The average price for a barrel of oil received by the Partnership decreased during the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000 by 16%, or $4.49 per barrel, resulting in a decrease of approximately $44,000 in revenues. Oil sales represented 79% of total oil and gas sales during the nine months ended September 30, 2001 and 86% during the nine months ended September 30, 2000. The average price for an mcf of gas received by the Partnership increased during the same period by 18%, or $.70 per mcf, resulting in an increase of approximately $9,000 in revenues. The net total decrease in revenues due to the change in prices received from oil and gas production is approximately $35,000. 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 300 barrels or 3% during the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000, resulting in a decrease of approximately $8,400 in revenues. Gas production increased approximately 1,500 mcf or 13% during the same period, resulting in an increase of approximately $5,900 in revenues. The net total decrease in revenues due to the change in production is approximately $2,500. Costs and Expenses Total costs and expenses increased to $254,169 from $238,546 for the nine months ended September 30, 2001 and 2000, respectively, an increase of 7%. The increase is the result of higher lease operating costs, depletion expense and general and administrative expense. 1. Lease operating costs and production taxes were 8% higher, or approximately $13,500 more during the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. 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 increased less than 1% or approximately $200 during the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. 3. Depletion expense increased to $9,000 for the nine months ended September 30, 2001 from $7,000 for the same period in 2000. This represents an increase of 29%. 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 increase in depletion expense between the comparative periods were the decrease in the price of oil and gas used to determine the Partnership's reserves for October 1, 2001 as compared to 2000, and the decrease in oil and gas revenues received by the Partnership during 2001 as compared to 2000. 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 $81,800 in the nine months ended September 30, 2001 as compared to approximately $44,600 in the nine months ended September 30, 2000. The primary source of the 2001 cash flow from operating activities was oil and gas operations. Cash flows used in investing activities were approximately $16,600 in the nine months ended September 30, 2001 as compared to approximately $8,500 in the nine months ended September 30, 2000. The principle use of the 2001 cash flow from investing activities was the change in oil and gas properties. Cash flows used in financing activities were approximately $60,300 in the nine months ended September 30, 2001 as compared to approximately $26,500 provided by in the nine months ended September 30, 2000. The only use in financing activities was the distributions to partners. Total distributions during the nine months ended September 30, 2001 were $60,000 of which $54,000 was distributed to the limited partners and $6,000 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 2001 was $5.15. Total distributions during the nine months ended September 30, 2000 were $26,284 of which $26,284 was distributed to the limited partners. The per unit distribution to limited partners during the nine months ended September 30, 2000 was $2.51. The source for the 2001 distributions of $60,000 was oil and gas operations of approximately $81,800, partially offset by the change in oil and gas properties of approximately (16,600), resulting in excess cash for contingencies or subsequent distributions. The source for the 2000 distributions of $26,284 was oil and gas operations of approximately $44,600, partially offset by the change in oil and gas properties of approximately $(8,500), resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $2,827,732 have been made to the partners. As of September 30, 2001, $2,602,573 or $248.24 per limited partner unit has been distributed to the limited partners, representing a 50% return of the capital contributed. As of September 30, 2001, the Partnership had approximately $41,700 in working capital. The Managing General Partner knows of no unusual contractual commitments. 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) 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 and 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: November 14, 2001