13 of 13 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 March 31, 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 0-19601 SOUTHWEST ROYALTIES INSTITUTIONAL 1990-91 INCOME PROGRAM Southwest Royalties Institutional Income Fund X-B, L.P. (Exact name of registrant as specified in its limited partnership agreement) Delaware 75-2332174 (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 13. 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 month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the full year. Southwest Royalties Institutional Income Fund X-B, L.P. Balance Sheets March 31, December 31, 2001 2000 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 85,069 80,863 Receivable from Managing General Partner 116,113 117,172 --------- --------- Total current assets 201,182 198,035 --------- --------- Oil and gas properties - using the full-cost method of accounting 3,888,882 3,888,882 Less accumulated depreciation, depletion and amortization 3,465,853 3,455,853 --------- --------- Net oil and gas properties 423,029 433,029 --------- --------- $ 624,211 631,064 ========= ========= Liabilities and Partners' Equity Current liability - Distribution payable $ - 1 --------- --------- Partners' equity: General partners (32,000) (32,315) Limited partners 656,211 663,378 --------- --------- Total partners' equity 624,211 631,063 --------- --------- $ 624,211 631,064 ========= ========= Southwest Royalties Institutional Income Fund X-B, L.P. Statements of Operations (unaudited) Three Months Ended March 31, 2001 2000 ---- ---- Revenues Income from net profits interests $ 146,261 50,269 Interest 1,044 517 ------- ------- 147,305 50,786 ------- ------- Expenses General and administrative 19,157 19,251 Depreciation, depletion and amortization 10,000 8,000 ------- ------- 29,157 27,251 ------- ------- Net income $ 118,148 23,535 ======= ======= Net income allocated to: Managing General Partner $ 11,533 2,838 ======= ======= General partner $ 1,281 315 ======= ======= Limited partners $ 105,334 20,382 ======= ======= Per limited partner unit $ 9.42 1.82 ======= ======= Southwest Royalties Institutional Income Fund X-B, L.P. Statements of Cash Flows (unaudited) Three Months Ended March 31, 2001 2000 ---- ---- Cash flows from operating activities: Cash received from net profits interests $ 147,553 72,315 Cash paid to suppliers (19,390) (14,540) Interest received 1,044 517 -------- -------- Net cash provided by operating activities 129,207 58,292 -------- -------- Cash flows used in financing activities: Distributions to partners (125,001) (55,038) -------- -------- Net increase in cash and cash equivalents 4,206 3,254 Beginning of period 80,863 20,977 -------- -------- End of period $ 85,069 24,231 ======== ======== (continued) Southwest Royalties Institutional Income Fund X-B, L.P. Statements of Cash Flows, continued (unaudited) Three Months Ended March 31, 2001 2000 ---- ---- Reconciliation of net income to net cash provided by operating activities: Net income $ 118,148 23,535 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 10,000 8,000 Decrease in receivables 1,292 22,046 (Decrease) increase in payables (233) 4,711 ------- ------- Net cash provided by operating activities $ 129,207 58,292 ======= ======= Southwest Royalties Institutional Income Fund X-B, L.P. (a Delaware limited partnership) Notes to Financial Statements 1. Organization Southwest Royalties Institutional 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 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 March 31, 2001, and for the three months ended March 31, 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 Royalties Institutional 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 December 1, 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 March 11, 1991, with the offering of limited partnership interests concluding September 30, 1991, with total limited partner contributions of $5,590,500. 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 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. Based on current conditions, management anticipates performing no workovers during 2001 or 2002 to enhance production. Workovers may be performed in the years 2003 and 2004. The partnership may have an increase in production volumes the year 2003 and 2004, otherwise, the partnership will most likely experience the historical production decline of approximately 7% 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 March 31, 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 March 31, 2001 and 2000 The following table provides certain information regarding performance factors for the quarters ended March 31, 2001 and 2000: Three Months Ended Percentage March 31, Increase 2001 2000 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 26.69 25.37 5% Average price per mcf of gas $ 5.96 2.91 105% Oil production in barrels 5,500 5,300 4% Gas production in mcf 17,000 16,300 4% Income from net profits interests $ 146,261 50,269 191% Partnership distributions $ 125,000 55,000 127% Limited partner distributions $ 112,500 49,500 127% Per unit distribution to limited partners $ 10.06 4.43 127% Number of limited partner units 11,181 11,181 Revenues The Partnership's income from net profits interests increased to $146,261 from $50,269 for the quarters ended March 31, 2001 and 2000, respectively, an increase of 191%. The principal factors affecting the comparison of the quarters ended March 31, 2001 and 2000 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000 by 5%, or $1.32 per barrel, resulting in an increase of approximately $7,300 in income from net profits interests. Oil sales represented 59% of total oil and gas sales during the quarter ended March 31, 2001 as compared to 74% during the quarter ended March 31, 2000. The average price for an mcf of gas received by the Partnership increased during the same period by 105%, or $3.05 per mcf, resulting in an increase of approximately $51,900 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 $59,200. 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 increased approximately 200 barrels or 4% during the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000, resulting in an increase of approximately $5,100 in income from net profits interests. Gas production increased approximately 700 mcf or 4% during the same period, resulting in an increase of approximately $2,000 in income from net profits interests. The total increase in income from net profits interests due to the change in production is approximately $7,100. 3. Lease operating costs and production taxes were 23% lower, or approximately $29,600 less during the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000. The decrease in primarily the result of repairs and maintenance performed during the first quarter of 2000. Costs and Expenses Total costs and expenses increased to $29,157 from $27,251 for the quarters ended March 31, 2001 and 2000, respectively, an increase of 7%. The increase is the result of higher depletion expense, partially offset by a decrease in 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 decreased less than 1% or approximately $100 during the quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000. 2. Depletion expense increased to $10,000 for the quarter ended March 31, 2001 from $8,000 for the same period in 2000. This represents an increase 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 increase in depletion expense between the comparative periods were an increase in the price of oil and gas used to determine the Partnership's reserves, and the increase in oil and gas sales. 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 $129,200 in the quarter ended March 31, 2001 as compared to approximately $58,300 in the quarter ended March 31, 2000. The primary source of the 2001 cash flow from operating activities was profitable operations. Cash flows used in financing activities were approximately $125,000 in the quarter ended March 31, 2001 as compared to approximately $55,000 in the quarter ended March 31, 2000. The only use in financing activities was the distributions to partners. Total distributions during the quarter ended March 31, 2001 were $125,000 of which $112,500 was distributed to the limited partners and $12,500 to the general partners. The per unit distribution to limited partners during the quarter ended March 31, 2001 was $10.06. Total distributions during the quarter ended March 31, 2000 were $55,000 of which $49,500 was distributed to the limited partners and $5,500 to the general partners. The per unit distribution to limited partners during the quarter ended March 31, 2000 was $4.43. The source for the 2001 distributions of $125,000 were oil and gas operations of approximately $129,200, resulting in excess cash for contingencies or subsequent distributions to partners. The sources for the 2000 distributions of $55,000 were oil and gas operations of approximately $58,300, resulting in excess cash for contingencies or subsequent distributions to partners. Since inception of the Partnership, cumulative monthly cash distributions of $5,222,302 have been made to the partners. As of March 31, 2001, $4,759,115 or $425.64, per limited partner unit has been distributed to the limited partners, representing a 85% return of the capital contributed. As of March 31, 2001, the Partnership had approximately $201,200 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 (c) Reports on Form 8-K: 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-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: May 15, 2001