Page 4 of 4 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 0-19585 SOUTHWEST OIL & GAS 1990-91 INCOME PROGRAM Southwest Oil and 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 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-B, L.P. Balance Sheets September 30, December 31, 2001 2000 ------------- ------------ (unaudited) Assets - ------ Current assets: Cash and cash equivalents $ 21,768 92,659 Receivable from Managing General Partner 102,513 152,562 --------- --------- Total current assets 124,281 245,221 --------- --------- Oil and gas properties - using the full-cost method of accounting 4,478,321 4,443,303 Less accumulated depreciation, depletion and amortization 4,135,706 4,084,706 --------- --------- Net oil and gas properties 342,615 358,597 --------- --------- $ 466,896 603,818 ========= ========= Liabilities and Partners' Equity - -------------------------------- Current liability - Distributions payable $ 150 58 --------- --------- Partners' equity: General partners 2,762 11,363 Limited partners 463,984 592,397 --------- --------- Total partners' equity 466,746 603,760 --------- --------- $ 466,896 603,818 ========= ========= Southwest Oil and Gas Income Fund X-B, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 ---- ---- ---- ---- Revenues - -------- Oil and gas $ 196,752 301,676 723,233 827,746 Interest 455 1,210 2,574 2,725 ------- ------- ------- --------- 197,207 302,886 725,807 830,471 ------- ------- ------- --------- Expenses - -------- Production 148,359 147,281 426,853 437,052 General and administrative 19,149 19,330 57,968 58,267 Depreciation, depletion and amortization 27,000 5,000 51,000 15,000 ------- ------- ------- --------- 194,508 171,611 535,821 510,319 ------- ------- ------- --------- Net income $ 2,699 131,275 189,986 320,152 ======= ======= ======= ========= Net income (loss) allocated to: Managing General Partner $ 2,673 12,265 21,689 30,163 ======= ======= ======= ========= General Partner $ 297 1,363 2,410 3,352 ======= ======= ======= ========= Limited Partners $ (271) 117,647 165,887 286,637 ======= ======= ======= ========= Per limited partner unit $ (.02) 10.80 15.23 26.32 ======= ======= ======= ========= Southwest Oil and Gas Income Fund X-B, 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 $ 785,323 772,116 Cash paid to suppliers (496,862) (452,649) Interest received 2,574 2,725 --------- --------- Net cash provided by operating activities 291,035 322,192 --------- --------- Cash flows used in investing activities Additions to oil and gas properties (35,018) (21,186) --------- --------- Cash flows used in financing activities Distributions to partners (326,908) (255,023) --------- --------- Net (decrease) increase in cash and cash equivalents (70,891) 45,983 Beginning of period 92,659 35,345 --------- --------- End of period $ 21,768 81,328 ========= ========= Reconciliation of net income to net cash provided by operating activities Net income $ 189,986 320,152 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, depletion and amortization 51,000 15,000 Decrease (increase) in receivables 62,090 (55,630) (Decrease) increase in payables (12,041) 42,670 ------- ------- Net cash provided by operating activities $ 291,035 322,192 ======= ======= 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 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-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. Management does not anticipate performing workovers during the next year. The Partnership could possibly experience a steady decline of 10% to 12%. 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. For the quarter ended September 30, 2001, the net capitalized cost 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 $ 22.81 29.61 (23%) Average price per mcf of gas $ 2.51 4.65 (46%) Oil production in barrels 7,800 8,400 (7%) Gas production in mcf 12,800 12,600 2% Gross oil and gas revenue $ 196,752 301,676 (35%) Net oil and gas revenue $ 48,393 154,395 (69%) Partnership distributions $ 75,000 100,000 (25%) Limited partner distributions $ 67,500 90,000 (25%) Per unit distribution to limited partners $ 6.20 8.27 (25%) Number of limited partner units 10,889 10,889 Revenues The Partnership's oil and gas revenues decreased to $196,752 from $301,676 for the quarters ended September 30, 2001 and 2000, respectively, a decrease of 35%. 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 23%, or $6.80 per barrel, resulting in a decrease of approximately $53,000 in revenues. Oil sales represented 85% of total oil and gas sales during the quarter ended September 30, 2001 as compared to 81% during the quarter ended September 30, 2000. The average price for a mcf of gas received by the Partnership decreased during the quarter ended September 30, 2001 as compared to the quarter ended September 30, 2000 by 46%, or $2.14 per mcf, resulting in a decrease of approximately $27,400 in revenues. The total decrease in revenues due to the change in prices received from oil and gas production is approximately $80,400. 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 600 barrels or 7% during the quarter ended September 30, 2001 as compared to the quarter ended September 30, 2000, resulting in a decrease of approximately $17,800 in revenues. Gas production increased approximately 200 mcf or 2% during the same period, resulting in an increase of approximately $900 in revenues. The net total decrease in revenues due to the change in production is approximately $16,900. Costs and Expenses Total costs and expenses increased to $194,508 from $171,611 for the quarters ended September 30, 2001 and 2000, respectively, an increase of 13%. The increase is the result of higher depletion expense and lease operating costs, partially offset by a decrease in general and administrative expense. 1. Lease operating costs and production taxes were 1% higher, or approximately $1,100 more 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 decreased 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 $27,000 for the quarter ended September 30, 2001 from $5,000 for the same period in 2000. This represents an increase of 440%. 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 $ 24.23 27.57 (12%) Average price per mcf of gas $ 4.18 3.67 14% Oil production in barrels 23,400 25,200 (7%) Gas production in mcf 37,400 36,200 3% Gross oil and gas revenue $ 723,233 827,746 (13%) Net oil and gas revenue $ 296,380 390,694 (24%) Partnership distributions $ 327,000 255,000 28% Limited partner distributions $ 294,300 229,500 28% Per unit distribution to limited partners $ 27.03 21.08 28% Number of limited partner units 10,889 10,889 Revenues The Partnership's oil and gas revenues decreased to $723,233 from $827,746 for the nine months ended September 30, 2001 and 2000, respectively, a decrease of 13%. 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 12%, or $3.34 per barrel, resulting in a decrease of approximately $78,200 in revenues. Oil sales represented 78% of total oil and gas sales during the nine months ended September 30, 2001 as compared to 84% 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 14%, or $.51 per mcf, resulting in an increase of approximately $19,100 in revenues. The net total decrease in revenues due to the change in prices received from oil and gas production is approximately $59,100. 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 1,800 barrels or 7% during the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000, resulting in a decrease of approximately $49,600 in revenues. Gas production increased approximately 1,200 mcf or 3% during the same period, resulting in an increase of approximately $4,400 in revenues. The net total decrease in revenues due to the change in production is approximately $45,200. Costs and Expenses Total costs and expenses increased to $535,821 from $510,319 for the nine months ended September 30, 2001 and 2000, respectively, an increase of 5%. The increase is the result of higher depletion expense, partially offset by a decrease general and administrative expense and lease operating costs. 1. Lease operating costs and production taxes were 2% lower, or approximately $10,200 less 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 decreased 1% or approximately $300 during the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. 3. Depletion expense increased to $51,000 for the nine months ended September 30, 2001 from $15,000 for the same period in 2000. This represents an increase of 240%. 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 $291,000 in the nine months ended September 30, 2001 as compared to approximately $322,200 in the nine months ended September 30, 2000. The primary source of the 2001 cash flow from operating activities was profitable operations. Cash flows used in investing activities were approximately $35,000 in the nine months ended September 30, 2001 as compared to approximately $21,200 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 $326,900 in the nine months ended September 30, 2001 as compared to approximately $255,000 in the nine months ended September 30, 2000. The only use of financing activities was in relation to distributions to partners. Total distributions during the nine months ended September 30, 2001 were $327,000 of which $294,300 was distributed to the limited partners and $32,700 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 2001 was $27.03. Total distributions during the nine months ended September 30, 2000 were $255,000 of which $229,500 was distributed to the limited partners and $25,500 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 2000 was $21.08. The sources for the 2001 distributions of $327,000 were oil and gas operations of approximately $291,000 and the change in oil and gas property of approximately $(35,000), with the balance from available cash on hand at the beginning of the period. The sources for the 2000 distributions of $255,000 were oil and gas operations of approximately $322,200 and the change in oil and gas property of approximately $(21,200), resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $5,377,939 have been made to the partners. As of September 30, 2001, $4,866,600 or $446.93 per limited partner unit has been distributed to the limited partners, representing a 89% return of the capital contributed. As of September 30, 2001, the Partnership had approximately $124,100 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) 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-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: November 14, 2001