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, 1997 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, 1996 which are found in the Registrant's Form 10-K Report for 1996 filed with the Securities and Exchange Commission. The December 31, 1996 balance sheet included herein has been taken from the Registrant's 1996 Form 10-K Report. Operating results for the three and six month periods ended June 30, 1997 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, 1997 1996 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 11,923 16,680 Receivable from Managing General Partner 73,157 137,799 Other receivable - 100,000 --------- --------- Total current assets 85,080 254,479 --------- --------- Oil and gas properties - using the full cost method of accounting 4,244,847 4,244,847 Less accumulated depreciation, depletion and amortization 2,716,091 2,655,091 --------- --------- Net oil and gas properties 1,528,756 1,589,756 --------- --------- $ 1,613,836 1,844,235 ========= ========= Liabilities and Partners' Equity Current liabilities: Accounts payable $ 360 - Distributions payable 22 - --------- --------- Total current liabilities 382 - --------- --------- Partners' equity: General partners (19,805) (6,433) Limited partners 1,633,259 1,850,668 --------- --------- Total partners' equity 1,613,454 1,844,235 --------- --------- $ 1,613,836 1,844,235 ========= ========= Southwest Royalties Institutional Income Fund X-B, L.P. Statements of Operations (unaudited) Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 Revenues Income from net profits interests $ 109,405 132,447 287,826 280,938 Interest 587 1,586 1,183 3,425 ------- ------- ------- ------- 109,992 134,033 289,009 284,363 ------- ------- ------- ------- Expenses General and administrative 18,758 17,981 44,732 44,963 Depreciation, depletion and amortization 27,000 47,000 61,000 92,965 ------- ------- ------- ------- 45,758 64,981 105,732 137,928 ------- ------- ------- ------- Net income $ 64,234 69,052 183,277 146,435 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 8,211 10,445 21,985 21,546 ======= ======= ======= ======= General Partner $ 912 1,161 2,443 2,394 ======= ======= ======= ======= Limited partners $ 55,111 57,446 158,849 122,495 ======= ======= ======= ======= Per limited partner unit $ 4.93 5.14 14.21 10.96 ======= ======= ======= ======= Southwest Royalties Institutional Income Fund X-B, L.P. Statements of Cash Flows (unaudited) Six Months Ended June 30, 1997 1996 Cash flows from operating activities: Cash received from income from net profits interests $ 352,468 266,518 Cash paid to suppliers (44,372) (44,963) Interest received 1,183 3,425 ------- -------- Net cash provided by operating activities 309,279 224,980 ------- -------- Cash flows provided by investing activities: Cash received from sale of oil and gas property interest 100,000 124,648 ------- -------- Cash flows used in financing activities: Distributions to partners (414,036) (522,536) ------- -------- Net decrease in cash and cash equivalents (4,757) (172,908) Beginning of period 16,680 242,006 ------- -------- End of period $ 11,923 69,098 ======= ======== (continued) Southwest Royalties Institutional Income Fund X-B, L.P. Statements of Cash Flows, continued (unaudited) Six Months Ended June 30, 1997 1996 Reconciliation of net income to net cash provided by operating activities: Net income $ 183,277 146,435 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 61,000 92,965 (Increase) decrease in receivables 64,642 (14,420) Increase in payables 360 - ------- ------- Net cash provided by operating activities $ 309,279 224,980 ======= ======= 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 anticipates performing workovers during the next few years to enhance production. The Partnership could possibly experience the following changes; a slight increase in 1997, another increase in 1998 and 1999, leveling off in 2000 and beginning a decline in 2001. Results of Operations A. General Comparison of the Quarters Ended June 30, 1997 and 1996 The following table provides certain information regarding performance factors for the quarters ended June 30, 1997 and 1996: Three Months Ended Percentage June 30, Increase 1997 1996 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 17.46 20.66 (15%) Average price per mcf of gas $ 2.14 2.07 3% Oil production in barrels 13,200 14,900 (11%) Gas production in mcf 30,300 35,700 (15%) Income from net profits interests $ 109,405 132,447 (17%) Partnership distributions $ 180,000 250,561 (28%) Limited partner distributions $ 162,000 225,561 (28%) Per unit distribution to limited partners $ 14.49 20.17 (28%) Number of limited partner units 11,181 11,181 Revenues The Partnership's income from net profits interests decreased to $109,405 from $132,447 for the quarters ended June 30, 1997 and 1996, respectively, a decrease of 17%. The principal factors affecting the comparison of the quarters ended June 30, 1997 and 1996 are as follows: 1. The average price for a barrel of oil received by the Partnership decreased during the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996 by 15%, or $3.20 per barrel, resulting in a decrease of approximately $47,700 in income from net profits interests. Oil sales represented 78% of total oil and gas sales during the quarter ended June 30, 1997 as compared to 81% during the quarter ended June 30, 1996. The average price for an mcf of gas received by the Partnership increased during the same period by 3%, or $.07 per mcf, resulting in an increase of approximately $2,500 in income from net profits interests. The net total decrease in income from net profits interests due to the change in prices received from oil and gas production is approximately $45,200. 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 decreased approximately 1,700 barrels or 11% during the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996, resulting in a decrease of approximately $29,700 in income from net profits interests. Gas production decreased approximately 5,400 mcf or 15% during the same period, resulting in a decrease of approximately $11,600 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $41,300. The decrease is primarily a result of property sales during 1996 and the loss of gas production on one well. Also contributing to the production decline is the natural decline of oil and gas production. Since the Partnership does not drill or purchase oil and gas properties, it is normal to expect production to continue to decline over the remaining life of the wells. 3. Lease operating costs and production taxes were 25% lower, or approximately $62,600 less during the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996. The decrease is primarily a result of workover costs incurred in 1996 as compared to 1997. Costs and Expenses Total costs and expenses decreased to $45,758 from $64,981 for the quarters ended June 30, 1997 and 1996, respectively, a decrease of 30%. The decrease is primarily the result of lower depletion expense, partially offset by an increase 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 increased 4% or approximately $800 during the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996. 2. Depletion expense decreased to $27,000 for the quarter ended June 30, 1997 from $47,000 for the same period in 1996. This represents a decrease of 43%. 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 for January 1, 1997 as compared to 1996, property sales and the decline in oil and gas revenues. B. General Comparison of the Six Month Periods Ended June 30, 1997 and 1996 The following table provides certain information regarding performance factors for the six month periods ended June 30, 1997 and 1996: Six Months Ended Percentage June 30, Increase 1997 1996 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 19.69 19.31 2% Average price per mcf of gas $ 2.25 2.03 11% Oil production in barrels 26,700 30,500 (12%) Gas production in mcf 59,300 71,200 (17%) Income from net profits interests $ 287,826 280,938 2% Partnership distributions $ 414,058 522,613 (21%) Limited partner distributions $ 376,258 477,613 (21%) Per unit distribution to limited partners $ 33.65 42.72 (21%) Number of limited partner units 11,181 11,181 Revenues The Partnership's income from net profits interests increased to $287,826 from $280,938 for the six months ended June 30, 1997 and 1996, respectively, an increase of 2%. The principal factors affecting the comparison of the six months ended June 30, 1997 and 1996 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996 by 2%, or $.38 per barrel, resulting in an increase of approximately $11,600 in income from net profits interests. Oil sales represented 80% of total oil and gas sales during the six months ended June 30, 1997 and 1996. The average price for an mcf of gas received by the Partnership increased during the same period by 11%, or $.22 per mcf, resulting in an increase of approximately $15,700 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 $27,300. 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 3,800 barrels or 12% during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996, resulting in a decrease of approximately $74,800 in income from net profits interests. Gas production decreased approximately 11,900 mcf or 17% during the same period, resulting in a decrease of approximately $26,800 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $101,600. The decrease is primarily a result of property sales during 1996 and the loss of gas production on one well. Also contributing to the production decline is the natural decline of oil and gas production. Since the Partnership does not drill or purchase oil and gas properties, it is normal to expect production to continue to decline over the remaining life of the wells. 3. Lease operating costs and production taxes were 18% lower, or approximately $81,700 less during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The decrease is primarily a result of workover costs incurred in 1996 as compared to 1997. Costs and Expenses Total costs and expenses decreased to $105,732 from $137,928 for the six months ended June 30, 1997 and 1996, respectively, a decrease of 23%. The decrease is primarily the result of a decrease in 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 $200 during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. 2. Depletion expense decreased to $61,000 for the six months ended June 30, 1997 from $91,000 for the same period in 1996. This represents a decrease of 33%. 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 for January 1, 1997 as compared to 1996, property sales and the decline 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 $309,300 in the six months ended June 30, 1997 as compared to approximately $225,000 in the six months ended June 30, 1996. The primary source of the 1997 cash flow from operating activities was profitable operations. Cash flows provided by investing activities were $100,000 in the six months ended June 30, 1997 as compared to approximately $124,600 in the six months ended June 30, 1996. The principle source of the 1997 cash flow from investing activities was the sale of oil and gas properties. Cash flows used in financing activities were approximately $414,000 in the six months ended June 30, 1997 as compared to approximately $522,500 in the six months ended June 30, 1996. The only use in financing activities was the distributions to partners. Total distributions during the six months ended June 30, 1997 were $414,058 of which $376,258 was distributed to the limited partners and $37,800 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1997 was $33.65. Total distributions during the six months ended June 30, 1996 were $522,613 of which $477,613 was distributed to the limited partners and $45,000 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1996 was $42.72. The sources for the 1997 distributions of $414,058 were oil and gas operations of approximately $309,300 and sale of oil and gas properties of $100,000, with the balance from available cash on hand at the beginning of the period. The sources for the 1996 distributions of $522,613 were oil and gas operations of approximately $225,000 and sale of oil and gas properties of approximately $124,600, with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $4,281,029 have been made to the partners. As of June 30, 1997, $3,900,216 or $348.83 per limited partner unit has been distributed to the limited partners, representing a 70% return of the capital contributed. As of June 30, 1997, the Partnership had approximately $84,700 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) Exhibits: 27 Financial Data Schedule (b) Reports on Form 8-K: On June 12, 1997, the Partnership filed Form 8-K and on June 24, 1997, the Partnership filed Form 8-K Amended, with respect to Item 4, Changes in Registrant's Certifying Accountant. 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, 1997