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 June 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 0-19585 SOUTHWEST OIL & GAS 1990-91 INCOME PROGRAM Southwest Oil & Gas Income Fund X-B, L.P. (Exact name of registrant as specified in its limited partnership agreement) Delaware 75-2332176 (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 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 and six month periods ended June 30, 2001 are not necessarily indicative of the results that may be expected for the full year. Southwest Oil & Gas Income Fund X-B, L.P. Balance Sheets June 30, December 31, 2001 2000 --------- ------------ (unaudited) Assets ------ Current assets: Cash and cash equivalents $ 36,556 92,659 Receivable from Managing General Partner 138,589 152,562 --------- --------- Total current assets 175,145 245,221 --------- --------- Oil and gas properties - using the full-cost method of accounting 4,472,649 4,443,303 Less accumulated depreciation, depletion and amortization 4,108,706 4,084,706 --------- --------- Net oil and gas properties 363,943 358,597 --------- --------- $ 539,088 603,818 ========= ========= Liabilities and Partners' Equity -------------------------------- Current liability - Distributions payable $ 41 58 --------- --------- Partners' equity: General partners 7,292 11,363 Limited partners 531,755 592,397 --------- --------- Total partners' equity 539,047 603,760 --------- --------- $ 539,088 603,818 ========= ========= Southwest Oil & Gas Income Fund X-B, L.P. Statements of Operations (unaudited) Three Months Ended Six Months Ended June 30, June 30, 2001 2000 2001 2000 ----- ----- ----- ----- Revenues -------- Oil and gas $ 249,303 271,004 526,481 526,070 Interest 891 824 2,119 1,515 ------- ------- ------- ------- 250,194 271,828 528,600 527,585 ------- ------- ------- ------- Expenses -------- Production 140,418 130,364 278,494 289,771 General and administrative 19,564 19,526 38,819 38,937 Depreciation, depletion and amortization 14,000 1,000 24,000 10,000 ------- ------- ------- ------- 173,982 150,890 341,313 338,708 ------- ------- ------- ------- Net income $ 76,212 120,938 187,287 188,877 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 8,119 10,974 19,016 17,899 ======= ======= ======= ======= General Partner $ 902 1,220 2,113 1,989 ======= ======= ======= ======= Limited partners $ 67,191 108,744 166,158 168,989 ======= ======= ======= ======= Per limited partner unit $ 6.17 9.99 15.26 15.52 ======= ======= ======= ======= Southwest Oil & Gas Income Fund X-B, L.P. Statements of Cash Flows (unaudited) Six Months Ended June 30, 2001 2000 ----- ----- Cash flows from operating activities: Cash from oil and gas sales $ 552,644 488,768 Cash paid to suppliers (329,503) (295,816) Interest received 2,119 1,515 ------- ------- Net cash provided by operating activities 225,260 194,467 ------- ------- Cash flows used in investing activities: Additions to oil and gas properties (29,346) (12,883) ------- ------- Cash flows used in financing activities: Distributions to partners (252,017) (154,976) ------- ------- Net (decrease) increase in cash and cash equivalents (56,103) 26,608 Beginning of period 92,659 35,345 ------- ------- End of period $ 36,556 61,953 ======= ======= Reconciliation of net income to net cash provided by operating activities: Net income $ 187,287 188,877 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 24,000 10,000 Decrease (increase) in receivables 26,163 (37,302) (Decrease) increase in payables (12,190) 32,892 ------- ------- Net cash provided by operating activities $ 225,260 194,467 ======= ======= Southwest Oil & Gas Income Fund X-B, L.P. (a Delaware limited partnership) Notes to Financial Statements 1. Organization Southwest Oil & Gas 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 or 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, 2001, and for the three and six months ended June 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-B, L.P. was organized as a Delaware limited partnership on November 27, 1990. The offering of such limited partnership interests began on December 1, 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 March 1, 1991, with the offering of limited partnership interests concluding on September 30, 1991, with total limited partner contributions of $5,444,500. 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 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 2001. 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, 2001, the net capitalized costs did not exceed the estimated present value of the Partnership's reserves. Results of Operations A. General Comparison of the Quarters Ended June 30, 2001 and 2000 The following table provides certain information regarding performance factors for the quarters ended June 30, 2001 and 2000: Three Months Ended Percentage June 30, Increase 2001 2000 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 24.70 26.30 (6%) Average price per mcf of gas $ 4.06 3.90 4% Oil production in barrels 7,900 8,400 (6%) Gas production in mcf 13,400 12,100 11% Gross oil and gas revenue $ 249,303 271,004 (8%) Net oil and gas revenue $ 108,885 140,640 (23%) Partnership distributions $ 100,000 80,000 25% Limited partner distributions $ 90,000 72,000 25% Per unit distribution to limited partners $ 8.27 6.61 25% Number of limited partner units 10,889 10,889 Revenues The Partnership's oil and gas revenues decreased to $249,303 from $271,004 for the quarters ended June 30, 2001 and 2000, respectively, a decrease of 8%. The principal factors affecting the comparison of the quarters ended June 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 June 30, 2001 as compared to the quarter ended June 30, 2000 by 6%, or $1.60 per barrel, resulting in a decrease of approximately $12,600 in revenues. Oil sales represented 78% of total oil and gas sales during the quarter ended June 30, 2001 as compared to 82% during the quarter ended June 30, 2000. The average price for an mcf of gas received by the Partnership increased during the same period by 4%, or $.16 per mcf, resulting in an increase of approximately $2,100 in revenues. The net total decrease in revenues due to the change in prices received from oil and gas production is approximately $10,500. 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 500 barrels or 6% during the quarter ended June 30, 2001 as compared to the quarter ended June 30, 2000, resulting in a decrease of approximately $13,200 in revenues. Gas production increased approximately 1,300 mcf or 11% during the same period, resulting in an increase of approximately $5,100 in revenues. The net total decrease in revenues due to the change in production is approximately $8,100. Costs and Expenses Total costs and expenses increased to $173,982 from $150,890 for the quarters ended June 30, 2001 and 2000, respectively, an increase of 15%. 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 $10,100 more during the quarter ended June 30, 2001 as compared to the quarter ended June 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 $40 during the quarter ended June 30, 2001 as compared to the quarter ended June 30, 2000. 3. Depletion expense increased to $14,000 for the quarter ended June 30, 2001 from $1,000 for the same period in 2000. This represents an increase of 1,300%. 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. The contributing factor to the increase in depletion expense between the comparative periods was the decrease in the price of oil and gas used to determine the Partnership's reserves for July 1, 2001 as compared to 2000. B. General Comparison of the Six Month Periods Ended June 30, 2001 and 2000 The following table provides certain information regarding performance factors for the six month periods ended June 30, 2001 and 2000: Six Months Ended Percentage June 30, Increase 2001 2000 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 25.26 26.46 (5%) Average price per mcf of gas $ 4.97 3.44 44% Oil production in barrels 15,900 16,800 (5%) Gas production in mcf 25,100 23,700 6% Gross oil and gas revenue $ 526,481 526,070 - Net oil and gas revenue $ 247,987 236,299 5% Partnership distributions $ 252,000 155,000 63% Limited partner distributions $ 226,800 139,500 63% Per unit distribution to limited partners $ 20.83 12.81 63% Number of limited partner units 10,889 10,889 Revenues The Partnership's oil and gas revenues increased to $526,481 from $526,070 for the six months ended June 30, 2001 and 2000, respectively, an increase of less than 1%. The principal factors affecting the comparison of the six months ended June 30, 2001 and 2000 are as follows: 1. The average price for a barrel of oil received by the Partnership decreased during the six months ended June 30, 2001 as compared to the six months ended June 30, 2000 by 5%, or $1.20 per barrel, resulting in a decrease of approximately $19,100 in revenues. Oil sales represented 76% of total oil and gas sales during the six months ended June 30, 2001 as compared to 85% during the six months ended June 30, 2000. The average price for an mcf of gas received by the Partnership increased during the same period by 44%, or $1.53 per mcf, resulting in an increase of approximately $38,400 in revenues. The net total increase in revenues due to the change in prices received from oil and gas production is approximately $19,300. 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 900 barrels or 5% during the six months ended June 30, 2001 as compared to the six months ended June 30, 2000, resulting in a decrease of approximately $23,800 in revenues. Gas production increased approximately 1,400 mcf or 6% during the same period, resulting in an increase of approximately $4,800 in revenues. The net total decrease in revenues due to the change in production is approximately $19,000. Costs and Expenses Total costs and expenses increased to $341,313 from $338,708 for the six months ended June 30, 2001 and 2000, respectively, an increase of 1%. The increase is primarily the result of higher depletion expense, partially offset by a decrease in lease operating costs and general and administrative expense. 1. Lease operating costs and production taxes were 4% lower, or approximately $11,300 less during the six months ended June 30, 2001 as compared to the six months ended June 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 decreased less than 1% or approximately $100 during the six months ended June 30, 2001 as compared to the six months ended June 30, 2000. 3. Depletion expense increased to $24,000 for the six months ended June 30, 2001 from $10,000 for the same period in 2000. This represents an increase of 140%. 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. The contributing factor to the increase in depletion expense between the comparative periods was the decrease in the price of oil and gas used to determine the Partnership's reserves for July 1, 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 $225,300 in the six months ended June 30, 2001 as compared to approximately $194,500 in the six months ended June 30, 2000. The primary source of the 2001 cash flow from operating activities was profitable operations. Cash flows used in investing activities were approximately $29,300 in the six months ended June 30, 2001 as compared to approximately $12,900 in the six months ended June 30, 2000. The principle use of the 2001 cash flow from investing activities was the addition of oil and gas properties. Cash flows used in financing activities were approximately $252,000 in the six months ended June 30, 2001 as compared to approximately $155,000 in the six months ended June 30, 2000. The only use in financing activities was the distributions to partners. Total distributions during the six months ended June 30, 2001 were $252,000 of which $226,800 was distributed to the limited partners and $25,200 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 2001 was $20.83. Total distributions during the six months ended June 30, 2000 were $155,000 of which $139,500 was distributed to the limited partners and $15,500 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 2000 was $12.81. The sources for the 2001 distributions of $252,000 were oil and gas operations of approximately $225,300 and the change in oil and gas properties of approximately $(29,300), with the balance from available cash on hand at the beginning of the period. The sources for the 2000 distributions of $155,000 were oil and gas operations of approximately $194,500 and the change in oil and gas properties of approximately $(12,900), resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $5,302,939 have been made to the partners. As of June 30, 2001, $4,799,100 or $440.73 per limited partner unit has been distributed to the limited partners, representing a 88% return of the capital contributed. As of June 30, 2001, the Partnership had approximately $175,100 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 ended June 30, 2001. 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-B, 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: August 15, 2001