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, 1996 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 0-20299 SOUTHWEST OIL & GAS 1990-91 INCOME PROGRAM Southwest Oil & Gas Income Fund X-C, L.P. (Exact name of registrant as specified in its limited partnership agreement) Delaware 75-2374445 (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, 1995 which are found in the Registrant's Form 10-K Report for 1995 filed with the Securities and Exchange Commission. The December 31, 1995 balance sheet included herein has been taken from the Registrant's 1995 Form 10-K Report. Operating results for the three and nine month periods ended September 30, 1996 are not necessarily indicative of the results that may be expected for the full year. Southwest Oil & Gas Income Fund X-C, L.P. Balance Sheets September 30, December 31, 1996 1995 ------------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 233,462 34,680 Receivable from Managing General Partner 164,508 145,549 --------- --------- Total current assets 397,970 180,229 --------- --------- Oil and gas properties - using the full cost method of accounting 2,409,506 2,631,187 Less accumulated depreciation, depletion and amortization 1,642,496 1,526,496 --------- --------- Net oil and gas properties 767,010 1,104,691 --------- --------- Organization costs, net 1,538 6,398 --------- --------- $ 1,166,518 1,291,318 ========= ========= Liabilities and Partners' Equity Current liability - Distributions payable $ 69 147 --------- --------- Partners' equity: General partners 17,610 11,701 Limited partners 1,148,839 1,279,470 --------- --------- Total partners' equity 1,166,449 1,291,171 --------- --------- $ 1,166,518 1,291,318 ========= ========= Southwest Oil & Gas Income Fund X-C, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues Oil and gas $ 330,868 324,276 987,545 1,006,575 Interest 2,346 515 5,430 1,798 ------- ------- ------- --------- 333,214 324,791 992,975 1,008,373 ------- ------- ------- --------- Expenses Production 175,303 205,298 508,453 659,378 General and administrative 9,212 9,200 35,432 35,196 Depreciation, depletion and amortization 40,620 64,620 120,860 198,860 ------- ------- ------- --------- 225,135 279,118 664,745 893,434 ------- ------- ------- --------- Net income $ 108,079 45,673 328,230 114,939 ======= ======= ======= ========= Net income allocated to: Managing General Partner $ 13,383 9,926 40,418 28,242 ======= ======= ======= ========= General Partner $ 1,487 1,103 4,491 3,138 ======= ======= ======= ========= Limited Partners $ 93,209 34,644 283,321 83,559 ======= ======= ======= ========= Per limited partner unit $ 14.92 5.55 45.36 13.38 ======= ======= ======= ========= Southwest Oil & Gas Income Fund X-C, L.P. Statements of Cash Flows (unaudited) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Cash received from sale of oil and gas $ 961,380 1,005,722 Cash paid to suppliers (536,679) (660,888) Interest received 5,430 1,798 ------- --------- Net cash provided by operating activities 430,131 346,632 ------- --------- Cash flows from investing activities: Additions to oil and gas properties (6,164) (11,925) Cash received from sale of oil and gas properties 227,845 21,681 ------- --------- Net cash provided by investing activities: 221,681 9,756 ------- --------- Cash flows used in financing activities: Distributions to partners (453,030) (379,855) ------- --------- Net increase (decrease) in cash and cash equivalents 198,782 (23,467) Beginning of period 34,680 67,225 ------- --------- End of period $ 233,462 43,758 ======= ========= (continued) Southwest Oil & Gas Income Fund X-C, L.P. Statements of Cash Flows, continued (unaudited) Nine Months Ended September 30, 1996 1995 Reconciliation of net income to net cash provided by operating activities: Net income $ 328,230 114,939 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 120,860 198,860 Increase in receivables (26,165) (853) Increase in payables 7,206 33,686 ------- ------- Net cash provided by operating activities $ 430,131 346,632 ======= ======= Supplemental schedule of noncash investing and financing activities: Sale of oil and gas properties included in accounts receivable $ - 500 ======= ======= Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Southwest Oil & Gas Income Fund X-C, L.P. was organized as a Delaware limited partnership on September 20, 1991. The offering of such limited partnership interests began October 1, 1991 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 January 13, 1992 and the offering concluded on April 30, 1992 with total limited partner contributions of $3,123,000. 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 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. Results of Operations A. General Comparison of the Quarters Ended September 30, 1996 and 1995 The following table provides certain information regarding performance factors for the quarters ended September 30, 1996 and 1995: Three Months Ended Percentage September 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 20.72 15.50 34% Average price per mcf of gas $ 2.18 1.61 35% Oil production in barrels 12,400 16,900 (27%) Gas production in mcf 33,500 38,400 (13%) Gross oil and gas revenue $ 330,868 324,276 2% Net oil and gas revenue $ 155,565 118,978 31% Partnership distributions $ 180,000 135,000 33% Limited partner distributions $ 162,000 121,500 33% Per unit distribution to limited partners $ 25.94 19.45 33% Number of limited partner units 6,246 6,246 Revenues The Partnership's oil and gas revenues increased to $330,868 from $324,276 for the quarters ended September 30, 1996 and 1995, respectively, an increase of 2%. The principal factors affecting the comparison of the quarters ended September 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995 by 34%, or $5.22 per barrel, resulting in an increase of approximately $88,200 in revenues. Oil sales represented 78% of total oil and gas sales during the quarter ended September 30, 1996 as compared to 81% during the quarter ended September 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 35%, or $.57 per mcf, resulting in an increase of approximately $21,900 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $110,100. 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 4,500 barrels or 27% during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995, resulting in a decrease of approximately $93,200 in revenues. Gas production decreased approximately 4,900 mcf or 13% during the same period, resulting in a decrease of approximately $10,700 in revenues. The total decrease in revenues due to the change in production is approximately $103,900. The decrease is a result of property sales and downhole problems. Costs and Expenses Total costs and expenses decreased to $225,135 from $279,118 for the quarters ended September 30, 1996 and 1995, respectively, a decrease of 19%. The decrease is the result of lower lease operating costs and depletion expense, offset by an increase in general and administrative expense. 1. Lease operating costs and production taxes were 15% lower, or approximately $30,000 less during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995. The decrease is a result of property sales and workover cost incurred in 1995. 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 $10 during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995. 3. Depletion expense decreased to $39,000 for the quarter ended September 30, 1996 from $63,000 for the same period in 1995. This represents a decrease of 38%. Depletion is calculated using the gross 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. Two factors that attributed 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 January 1, 1996 as compared to 1995 and the increase in property sales. B. General Comparison of the Nine Month Periods Ended September 30, 1996 and 1995 The following table provides certain information regarding performance factors for the nine month periods ended September 30, 1996 and 1995: Nine Months Ended Percentage September 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 19.28 16.27 19% Average price per mcf of gas $ 2.28 1.47 55% Oil production in barrels 39,200 50,300 (22%) Gas production in mcf 101,500 127,100 (20%) Gross oil and gas revenue $ 987,545 1,006,575 2% Net oil and gas revenue $ 479,092 347,197 38% Partnership distributions $ 452,952 379,890 19% Limited partner distributions $ 413,952 342,190 21% Per unit distribution to limited partners $ 66.27 54.79 21% Number of limited partner units 6,246 6,246 Revenues The Partnership's oil and gas revenues decreased to $987,545 from $1,006,575 for the nine months ended September 30, 1996 and 1995, respectively, a decrease of 2%. The principal factors affecting the comparison of the nine months ended September 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995 by 19%, or $3.01 per barrel, resulting in an increase of approximately $151,400 in revenues. Oil sales represented 77% of total oil and gas sales during the nine months ended September 30, 1996 as compared to 81% during the nine months ended September 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 55%, or $.81 per mcf, resulting in an increase of approximately $103,000 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $254,400 . 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 11,100 barrels or 22% during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, resulting in a decrease of approximately $214,000 in revenues. Gas production decreased approximately 25,600 mcf or 20% during the same period, resulting in a decrease of approximately $58,400 in revenues. The total decrease in revenues due to the change in production is approximately $272,400. The decrease is a result of property sales and downhole problems. Costs and Expenses Total costs and expenses decreased to $664,745 from $893,434 for the nine months ended September 30, 1996 and 1995, respectively, a decrease of 26%. The decrease is the result of lower lease operating costs and depletion expense, offset by an increase in general and administrative expense. 1. Lease operating costs and production taxes were 23% lower, or approximately $151,000 less during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease is a result of property sales and workover costs incurred in 1995. 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 nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. 3. Depletion expense decreased to $116,000 for the nine months ended September 30, 1996 from $194,000 for the same period in 1995. This represents a decrease of 40%. Depletion is calculated using the gross 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. Three factors that attributed 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 January 1, 1996 as compared to 1995, the increase in property sales and the decrease in oil and gas revenues. 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 $430,100 in the nine months ended September 30, 1996 as compared to approximately $346,600 in the nine months ended September 30, 1995. The primary source of the 1996 cash flow from operating activities was profitable operations. Cash flows provided by investing activities were approximately $221,700 in the nine months ended September 30, 1996 as compared to approximately $9,800 in the nine months ended September 30, 1995. The principle source of the 1996 cash flow from investing activities was the sale of oil and gas properties, offset by the additions to oil and gas properties. Cash flows used in financing activities were approximately $453,000 in the nine months ended September 30, 1996 as compared to approximately $379,900 in the nine months ended September 30, 1995. The only use in financing activities was the distributions to partners. Total distributions during the nine months ended September 30, 1996 were $452,952 of which $413,952 was distributed to the limited partners and $39,000 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1996 was $66.27. Total distributions during the nine months ended September 30, 1995 were $379,890 of which $342,190 was distributed to the limited partners and $37,700 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1995 was $54.79. The sources for the 1996 distributions of $452,952 were oil and gas operations of approximately $430,100 and the sale of oil and gas properties of approximately $227,800, offset by the additions to oil and gas properties of approximately $6,200, resulting in excess cash for contingencies or subsequent distributions. The sources for the 1995 distributions of $379,890 were oil and gas operations of approximately $346,600 and the sale of oil and gas properties of approximately $21,700, offset by the additions to oil and gas properties of approximately $11,900, with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $1,818,318 have been made to the partners. As of September 30, 1996, $1,653,494 or $264.73 per limited partner unit has been distributed to the limited partners, representing a 53% return of the capital contributed. As of September 30, 1996, the Partnership had approximately $397,900 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. 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) 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 OIL & GAS INCOME FUND X-C, 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 15, 1996