Page 6 of 16 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, 2000 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 0-18997 SOUTHWEST ROYALTIES INSTITUTIONAL 1990-91 INCOME PROGRAM Southwest Royalties Institutional Income Fund X-A, L.P. (Exact name of registrant as specified in its limited partnership agreement) Delaware 75-2310852 (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 16. 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, 1999 which are found in the Registrant's Form 10-K Report for 1999 filed with the Securities and Exchange Commission. The December 31, 1999 balance sheet included herein has been taken from the Registrant's 1999 Form 10-K Report. Operating results for the three and nine month periods ended September 30, 2000 are not necessarily indicative of the results that may be expected for the full year. Southwest Royalties Institutional Income Fund X-A, L.P. Balance Sheets September 30, December 31, 2000 1999 ------------- ------------ (unaudited) Assets Current assets Cash and cash equivalents $ 34,916 32,212 Receivable from Managing General Partner 80,063 42,987 --------- --------- Total current assets 114,979 75,199 --------- --------- Oil and gas properties - using the full cost method of accounting 4,239,305 4,239,485 Less accumulated depreciation, depletion and amortization 4,055,143 4,046,143 --------- --------- Net oil and gas properties 184,162 193,342 --------- --------- $ 299,141 268,541 ========= ========= Liabilities and Partners' Equity Current liability - Distribution payable $ 77 429 --------- --------- Partners' equity General partners (5,281) (18,727) Limited partners 304,345 286,839 --------- --------- Total partners' equity 299,064 268,112 --------- --------- $ 299,141 268,541 ========= ========= Southwest Royalties Institutional Income Fund X-A, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2000 1999 2000 1999 ---- ---- ---- ---- Revenues Income from net profits interests $ 81,382 33,294 215,930 72,816 Interest 141 29 222 29 ------ ------ ------- ------- 81,523 33,323 216,152 72,845 ------ ------ ------- ------- Expenses General and administrative 23,807 23,204 71,697 72,422 Depreciation, depletion and amortization 4,000 - 9,000 12,000 ------ ------ ------- ------- 27,807 23,204 80,697 84,422 ------ ------ ------- ------- Net income (loss) $ 53,716 10,119 135,455 (11,577) ====== ====== ======= ======= Net income (loss) allocated to: Managing General Partner $ 5,194 911 13,001 38 ====== ====== ======= ======= General Partner $ 577 101 1,445 4 ====== ====== ======= ======= Limited Partners $ 47,945 9,107 121,009 (11,619) ====== ====== ======= ======= Per limited partner unit $ 4.24 .80 10.69 (1.03) ====== ====== ======= ======= Southwest Royalties Institutional Income Fund X-A, L.P. Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2000 1999 ---- ---- Cash flows from operating activities Cash received from income from net profits interests $ 171,825 18,036 Cash paid to suppliers (64,668) (64,817) Interest received 222 29 ------- ------- Net cash provided by (used in) operating activities 107,379 (46,752) ------- ------- Cash flows provided by investing activities Cash received from sale of oil and gas property interest 180 44,864 ------- ------- Cash flows used in financing activities Distributions to partners (104,855) 139 ------- ------- Net increase (decrease) in cash and cash equivalents 2,704 (1,749) Beginning of period 32,212 10,631 ------- ------- End of period $ 34,916 8,882 ======= ======= (continued) Southwest Royalties Institutional Income Fund X-A, L.P. Statements of Cash Flows, continued (unaudited) Nine Months Ended September 30, 2000 1999 ---- ---- Reconciliation of net income (loss) to net cash provided by (used in) operating activities Net income (loss) $ 135,455 (11,577) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Depreciation, depletion and amortization 9,000 12,000 Increase in receivables (44,105) (54,780) Increase in payables 7,029 7,605 --------- ------- Net cash provided by (used in) by operating activities $ 107,379 (46,752) ========= ======= Southwest Royalties Institutional Income Fund X-A, L.P. (a Delaware limited partnership) Notes to Financial Statements 1. Organization Southwest Royalties Institutional 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% - 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 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, 2000, and for the three and nine months ended September 30, 2000, 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, 1999. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Southwest Royalties Institutional 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 May 11, 1990 as part of a shelf offering registered under the name Southwest Royalties Institutional 1990- 91 Income Program. Minimum capital requirements for the Partnership were met on July 30, 1990, with the offering of limited partnership interests concluding on November 30, 1990, with total limited partner contributions of $5,658,000. The Partnership was formed to acquire royalty and net profits 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 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 quarter ended September 30, 2000, 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, 2000 and 1999 The following table provides certain information regarding performance factors for the quarters ended September 30, 2000 and 1999: Three Months Ended Percentage September 30, Increase 2000 1999 (Decrease) ---- ---- --------- Average price per barrel of oil $ 30.49 18.94 61% Average price per mcf of gas $ 5.04 3.38 49% Oil production in barrels 4,000 4,080 (2%) Gas production in mcf 8,700 8,690 - Income from net profits interests $ 81,382 33,294 144% Partnership distributions $ 34,514 - 100% Limited partner distributions $ 33,514 - 100% Per unit distribution to limited partners $ 2.96 - 100% Number of limited partner units 11,316 11,316 Revenues The Partnership's income from net profits interests increased to $81,382 from $33,294 for the quarters ended September 30, 2000 and 1999, respectively, an increase of 144%. The principal factors affecting the comparison of the quarters ended September 30, 2000 and 1999 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended September 30, 2000 as compared to the quarter ended September 30, 1999 by 61%, or $11.55 per barrel, resulting in an increase of approximately $47,100 in income from net profits interests. Oil sales represented 74% of total oil and gas sales during the quarter ended September 30, 2000 as compared to 72% during the quarter ended September 30, 1999. The average price for an mcf of gas received by the Partnership increased during the same period by 49%, or $1.66 per mcf, resulting in an increase of approximately $14,400 in income from net profits interests. The total increase in income from net profits interests due to the change in prices received from oil and gas production is approximately $61,500. 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 80 barrels or 2% during the quarter ended September 30, 2000 as compared to the quarter ended September 30, 1999, resulting in a decrease of approximately $2,400 in income from net profits interests. Gas production increased approximately 10 mcf or less than 1% during the same period, resulting in an increase of approximately $50 in income from net profits interests. The total net decrease in income from net profits interests due to the change in production is approximately $2,350. 3. Lease operating costs and production taxes were 1% higher, or approximately $900 more during the quarter ended September 30, 2000 as compared to the quarter ended September 30, 1999. Costs and Expenses Total costs and expenses increased to $27,807 from $23,204 for the quarters ended September 30, 2000 and 1999, respectively, an increase of 20%. The increase is the result of higher depletion expense and general and administrative expense. 1. General and administrative costs consists of independent accounting and engineering fees, computer services, postage, and Managing General Partner personnel costs. General and administrative costs increased 3% or approximately $600 during the quarter ended September 30, 2000 as compared to the quarter ended September 30, 1999. 2. Depletion expense of $4,000 was recorded for the quarter ended September 30, 2000. There was no depletion expense recorded for the quarter ended September 30, 1999. This represents a increase of 100%. 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 increase in depletion expense is due to an accrual adjustment, which was made during the quarter ended September 30, 1999 to adjust for the over accrual of depletion in the first two quarters of 1999. The rapid rise in prices during the first three quarters of 1999 from $14/bbl to $23/bbl and from $1.71/mcf to $2.38/mcf caused an adjustment to be necessary during the third quarter of 1999. B. General Comparison of the Nine Month Periods Ended September 30, 2000 and 1999 The following table provides certain information regarding performance factors for the nine month periods ended September 30, 2000 and 1999: Nine Months Ended Percentage September 30, Increase 2000 1999 (Decrease) ---- ---- --------- Average price per barrel of oil $ 28.04 14.68 91% Average price per mcf of gas $ 3.95 2.40 65% Oil production in barrels 11,600 12,980 (11%) Gas production in mcf 24,300 29,070 (16%) Income from net profits interests $ 215,930 72,816 197% Partnership distributions $ 104,503 - 100% Limited partner distributions $ 103,503 - 100% Per unit distribution to limited partners $ 9.15 - 100% Number of limited partner units 11,316 11,316 Revenues The Partnership's income from net profits interests increased to $215,930 from $72,816 for the nine months ended September 30, 2000 and 1999, respectively, an increase of 197%. The principal factors affecting the comparison of the nine months ended September 30, 2000 and 1999 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999 by 91%, or $13.36 per barrel, resulting in an increase of approximately $173,400 in income from net profits interests. Oil sales represented 77% of total oil and gas sales during the nine months ended September 30, 2000 as compared to 73% during the nine months ended September 30, 1999. The average price for an mcf of gas received by the Partnership increased during the same period by 65%, or $1.55 per mcf, resulting in an increase of approximately $45,100 in income from net profits interests. The total increase in income from net profits interests due to the change in prices received from oil and gas production is approximately $218,500. 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 1,380 barrels or 11% during the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999, resulting in a decrease of approximately $38,700 in income from net profits interests. Gas production decreased approximately 4,770 mcf or 16% during the same period, resulting in a decrease of approximately $18,800 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $57,500. The decrease in production primarily attributes to a normal decline. 3. Lease operating costs and production taxes were 9% higher, or approximately $17,800 more during the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Costs and Expenses Total costs and expenses decreased to $80,697 from $84,422 for the nine months ended September 30, 2000 and 1999, respectively, a decrease of 4%. The decrease is the result of lower general and administrative expense and depletion expense. 1. General and administrative costs consists of independent accounting and engineering fees, computer services, postage, and Managing General Partner personnel costs. General and administrative costs decreased 1% or approximately $700 during the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. 2. Depletion expense decreased to $9,000 for the nine months ended September 30, 2000 from $12,000 for the same period in 1999. This represents a decrease of 25%. 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 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 and the increase in oil and gas revenues received by the Partnership. 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 (used in) operating activities were approximately $107,400 in the nine months ended September 30, 2000 as compared to approximately $(46,800) in the nine months ended September 30, 1999. The primary source of the 2000 cash flow from operating activities was oil and gas operations. Cash flows provided by investing activities were approximately $180 in the nine months ended September 30, 2000 as compared to approximately $44,900 in the nine months ended September 30, 1999. The principle source of the 2000 cash flow from investing activities was the change in oil and gas properties. Cash flows (used in) provided by financing activities were approximately $(104,900) in the nine months ended September 30, 2000 as compared to approximately $139 in the nine months ended September 30, 1999. Total distributions during the nine months ended September 30, 2000 were $104,503 of which $103,503 was distributed to the limited partners and $1,000 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 2000 was $9.15. There were no distributions during the nine months ended September 30, 1999. The sources for the 2000 distributions of $104,503 were oil and gas operations of approximately $107,400, and the change in oil and gas properties of approximately $180, resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $3,137,625 have been made to the partners. As of September 30, 2000, $2,881,664 or $254.65 per limited partner unit has been distributed to the limited partners, representing a 51% return of the capital contributed. As of September 30, 2000, the Partnership had approximately $114,900 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. Liquidity - Managing General Partner The Managing General Partner has a highly leveraged capital structure with approximately, $33.8 million of cash interest and $5.9 million of principal due within the next twelve months. The Managing General Partner is currently in the process of renegotiating the terms of its various obligations with its note holders and/or attempting to seek new lenders or equity investors. Additionally, the Managing General Partner would consider disposing of certain assets in order to meet its obligations. There can be no assurance that the Managing General Partner's continuing debt restructuring efforts will be successful or that the lenders will agree to a course of action consistent with the Managing General Partners requirements in restructuring the obligations. Even if such agreement is reached, it may require approval of additional lenders, which is not assured. Furthermore, there can be no assurance that the sales of assets can be successfully accomplished on terms acceptable to the Managing General Partner. Under current circumstances, the Managing General Partner's ability to continue as a going concern depends upon its ability to (1) successfully restructure its obligations or obtain additional financing as may be required, (2) maintain compliance with all debt covenants, (3) generate sufficient cash flow to meet its obligations on a timely basis, and (4) achieve satisfactory levels of future earnings. If the Managing General Partner is unsuccessful in its efforts, it may be unable to meet its obligations making it necessary to undertake such other actions as may be appropriate to preserve asset values. 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)Exhibits: 27 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 Royalties Institutional 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 15, 2000