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 0-19601 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 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 Royalties Institutional Income Fund X-B, L.P. Balance Sheets June 30, December 31, 2001 2000 --------- ------------ (unaudited) Assets ------ Current assets: Cash and cash equivalents $ 67,108 80,863 Receivable from Managing General Partner 114,315 117,172 --------- --------- Total current assets 181,423 198,035 --------- --------- Oil and gas properties - using the full-cost method of accounting 3,888,882 3,888,882 Less accumulated depreciation, depletion and amortization 3,477,853 3,455,853 --------- --------- Net oil and gas properties 411,029 433,029 --------- --------- $ 592,452 631,064 ========= ========= Liabilities and Partners' Equity -------------------------------- Current liability - Distribution payable $ 49 1 --------- --------- Partners' equity: General partners (33,981) (32,315) Limited partners 626,384 663,378 --------- --------- Total partners' equity 592,403 631,063 --------- --------- $ 592,452 631,064 ========= ========= Southwest Royalties Institutional 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 -------- Income from net profits interests $ 98,922 93,051 245,183 143,321 Interest 972 437 2,016 954 ------- ------- ------- ------- 99,894 93,488 247,199 144,275 ------- ------- ------- ------- Expenses -------- General and administrative 19,702 19,184 38,859 38,435 Depreciation, depletion and amortization 12,000 4,000 22,000 12,000 ------- ------- ------- ------- 31,702 23,184 60,859 50,435 ------- ------- ------- ------- Net income $ 68,192 70,304 186,340 93,840 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 7,217 6,687 18,751 9,526 ======= ======= ======= ======= General Partner $ 803 744 2,083 1,058 ======= ======= ======= ======= Limited partners $ 60,172 62,873 165,506 83,256 ======= ======= ======= ======= Per limited partner unit $ 5.38 5.62 14.80 7.45 ======= ======= ======= ======= Southwest Royalties Institutional Income Fund X-B, L.P. Statements of Cash Flows (unaudited) Six Months Ended June 30, 2001 2000 ---- ---- Cash flows from operating activities: Cash received from income from net profits interests $ 248,546 138,900 Cash paid to suppliers (39,365) (33,580) Interest received 2,016 954 ------- -------- Net cash provided by operating activities 211,197 106,274 ------- -------- Cash flows used in financing activities: Distributions to partners (224,952) (94,996) ------- -------- Net (decrease) increase in cash and cash equivalents (13,755) 11,278 Beginning of period 80,863 20,977 ------- -------- End of period $ 67,108 32,255 ======= ======== Reconciliation of net income to net cash provided by operating activities: Net income $ 186,340 93,840 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 22,000 12,000 Decrease (increase) in receivables 3,363 (4,421) (Decrease) increase in payables (506) 4,855 ------- ------- Net cash provided by operating activities $ 211,197 106,274 ======= ======= 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 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 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 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 capitalized costs of the Partnership's reserves did not exceed the present value. 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 $ 26.21 25.35 3% Average price per mcf of gas $ 3.86 4.05 (5%) Oil production in barrels 5,600 5,000 12% Gas production in mcf 19,800 15,300 29% Income from net profits interests $ 98,922 93,051 6% Partnership distributions $ 100,000 40,000 150% Limited partner distributions $ 90,000 36,000 150% Per unit distribution to limited partners $ 8.05 3.22 150% Number of limited partner units 11,181 11,181 Revenues The Partnership's income from net profits interests increased to $98,922 from $93,051 for the quarters ended June 30, 2001 and 2000, respectively, an increase of 6%. 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 increased during the quarter ended June 30, 2001 as compared to the quarter ended June 30, 2000 by 3%, or $.86 per barrel, resulting in an increase of approximately $4,800 in income from net profits interests. Oil sales represented 66% of total oil and gas sales during the quarter ended June 30, 2001 as compared to 67% during the quarter ended June 30, 2000. The average price for an mcf of gas received by the Partnership decreased during the same period by 5%, or $.19 per mcf, resulting in a decrease of approximately $3,800 in income from net profits interests. The net total increase in income from net profits interests due to the change in prices received from oil and gas production is approximately $1,000. 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 600 barrels or 12% during the quarter ended June 30, 2001 as compared to the quarter ended June 30, 2000, resulting in an increase of approximately $15,200 in income from net profits interests. Gas production increased approximately 4,500 mcf or 29% during the same period, resulting in an increase of approximately $18,200 in income from net profits interests. The total increase in income from net profits interests due to the change in production is approximately $33,400. The increase in gas production is due to major repairs and maintenance preformed during 2001. 3. Lease operating costs and production taxes were 26% higher, or approximately $27,500 more during the quarter ended June 30, 2001 as compared to the quarter ended June 30, 2000. The increase in lease operating expense is due to maintenance on one lease being performed in 2001. Costs and Expenses Total costs and expenses increased to $31,702 from $23,184 for the quarters ended June 30, 2001 and 2000, respectively, an increase of 37%. The increase is primarily 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 $500 during the quarter ended June 30, 2001 as compared to the quarter ended June 30, 2000. 2. Depletion expense increased to $12,000 for the quarter ended June 30, 2001 from $4,000 for the same period in 2000. This represents an increase of 200%. 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 July 1, 2001 as compared to 2000, and the increase in oil and gas revenues received by the Partnership during 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 $ 26.83 26.33 2% Average price per mcf of gas $ 4.76 3.53 35% Oil production in barrels 11,200 10,300 9% Gas production in mcf 37,700 30,900 22% Income from net profits interests $ 245,183 143,321 71% Partnership distributions $ 225,000 95,000 137% Limited partner distributions $ 202,500 85,500 137% Per unit distribution to limited partners $ 18.11 7.65 137% Number of limited partner units 11,181 11,181 Revenues The Partnership's income from net profits interests increased to $245,183 from $143,321 for the six months ended June 30, 2001 and 2000, respectively, an increase of 71%. 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 increased during the six months ended June 30, 2001 as compared to the six months ended June 30, 2000 by 2%, or $.50 per barrel, resulting in an increase of approximately $5,600 in income from net profits interests. Oil sales represented 63% of total oil and gas sales during the six months ended June 30, 2001 as compared to 71% 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 35%, or $1.23 per mcf, resulting in an increase of approximately $46,400 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 $52,000. 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 900 barrels or 9% during the six months ended June 30, 2001 as compared to the six months ended June 30, 2000, resulting in an increase of approximately $23,700 in income from net profits interests. Gas production increased approximately 6,800 mcf or 22% during the same period, resulting in an increase of approximately $24,000 in income from net profits interests. The total increase in income from net profits interests due to the change in production is approximately $47,700. The increase in gas production is due to major repairs and maintenance performed during the period ended June 30, 2001. 3. Lease operating costs and production taxes were 1% lower, or approximately $2,100 less during the six months ended June 30, 2001 as compared to the six months ended June 30, 2000. Costs and Expenses Total costs and expenses increased to $60,859 from $50,435 for the six months ended June 30, 2001 and 2000, respectively, an increase of 21%. The increase is primarily the result of higher 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 increased 1% or approximately $400 during the six months ended June 30, 2001 as compared to the six months ended June 30, 2000. 2. Depletion expense increased to $22,000 for the six months ended June 30, 2001 from $12,000 for the same period in 2000. This represents an increase of 83%. 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 July 1, 2001 as compared to 2000, and the increase 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 $211,200 in the six months ended June 30, 2001 as compared to approximately $106,300 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 financing activities were approximately $225,000 in the six months ended June 30, 2001 as compared to approximately $95,000 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 $225,000 of which $202,500 was distributed to the limited partners and $22,500 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 2001 was $18.11. Total distributions during the six months ended June 30, 2000 were $95,000 of which $85,500 was distributed to the limited partners and $9,500 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 2000 was $7.65. The sources for the 2001 distributions of $225,000 were oil and gas operations of approximately $211,200, with the balance from available cash on hand at the beginning of the period. The sources for the 2000 distributions of $95,000 were oil and gas operations of approximately $106,300, resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $5,322,302 have been made to the partners. As of June 30, 2001, $4,849,115 or $433.69 per limited partner unit has been distributed to the limited partners, representing an 87% return of the capital contributed. As of June 30, 2001, the Partnership had approximately $181,400 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 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: August 15, 2001