Page 9 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 0-20298
SOUTHWEST ROYALTIES INSTITUTIONAL 1990-91 INCOME PROGRAM
Southwest Royalties Institutional Income Fund X-C, L.P.
(Exact name of registrant as specified
in its limited partnership agreement)
Delaware 75-2374449
(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-C, L.P.
Balance Sheets
September 30, December 31,
2000 1999
------------- ------------
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 80,594 22,098
Receivable from Managing General Partner 109,699 113,004
--------- ---------
Total current assets 190,293 135,102
--------- ---------
Oil and gas properties - using the
full cost method of accounting 2,221,667 2,221,662
Less accumulated depreciation,
depletion and amortization 1,954,479 1,929,479
--------- ---------
Net oil and gas properties 267,188 292,183
--------- ---------
$ 457,481 427,285
========= =========
Liabilities and Partners' Equity
Current liability - Distribution payable $ - 2
--------- ---------
Partners' equity
General partners (13,019) (18,539)
Limited partners 470,500 445,822
--------- ---------
Total partners' equity 457,481 427,283
--------- ---------
$ 457,481 427,285
========= =========
Southwest Royalties Institutional Income Fund X-C, 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 $ 112,639 72,607 273,888 83,782
Interest 1,014 197 2,168 317
------- ------- ------- -------
113,653 72,804 276,056 84,099
------- ------- ------- -------
Expenses
General and administrative 10,265 9,935 30,858 32,232
Depreciation, depletion and
amortization 10,000 - 25,000 30,000
------- ------- ------- -------
20,265 9,935 55,858 62,232
------- ------- ------- -------
Net income $ 93,388 62,869 220,198 21,867
======= ======= ======= =======
Net income allocated to:
Managing General Partner $ 9,305 5,658 22,068 4,668
======= ======= ======= =======
General Partner $ 1,034 629 2,452 519
======= ======= ======= =======
Limited Partners $ 83,049 56,582 195,678 16,680
======= ======= ======= =======
Per limited partner unit $ 13.88 9.46 32.71 2.79
======= ======= ======= =======
Southwest Royalties Institutional Income Fund X-C, 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 $ 264,570 42,441
Cash paid to suppliers (18,235) (24,922)
Interest received 2,168 317
------- -------
Net cash provided by operating activities 248,503 17,836
------- -------
Cash flow from investing activities
Cash received from sale of oil and gas
Properties - 18,762
Additions to oil and gas properties (5) -
------- -------
Net cash (used in) provided by investing activities (5)
18,762
------- -------
Cash flows used in financing activities
Distributions to partners (190,002) (24,291)
------- -------
Net increase in cash and cash equivalents 58,496 12,307
Beginning of period 22,098 5,341
------- -------
End of period $ 80,594 17,648
======= =======
(continued)
Southwest Royalties Institutional Income Fund X-C, L.P.
Statements of Cash Flows, continued
(unaudited)
Nine Months Ended
September 30,
2000 1999
---- ----
Reconciliation of net income to net
cash provided by operating activities
Net income $ 220,198 21,867
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation, depletion and amortization 25,000 30,000
Increase receivables (9,318) (41,341)
Increase in payables 12,623 7,310
------- -------
Net cash provided by operating activities $ 248,503 17,836
======= =======
Southwest Royalties Institutional Income Fund X-C, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Royalties Institutional Income Fund X-C, L.P. was organized
under the laws of the state of Delaware on September 20, 1991, 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 several 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% -
Syndication costs 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-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 Royalties Institutional 1990-
91 Income Program. Minimum capital requirements for the Partnership were
met on January 28, 1992, with the offering of limited partnership interests
concluding April 30, 1992, with 340 limited partners purchasing 5,983 units
for $2,991,500.
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 the next twelve months. The Partnership could possibly
experience a normal decline.
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 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 $ 29.16 18.77 55%
Average price per mcf of gas $ 4.25 2.01 111%
Oil production in barrels 7,600 8,740 (13%)
Gas production in mcf 9,100 12,860 (29%)
Income from net profits interests $ 112,639 72,607 55%
Partnership distributions $ 80,000 16,277 393%
Limited partner distributions $ 72,000 16,277 344%
Per unit distribution to limited partners $ 12.03 2.72 344%
Number of limited partner units 5,983 5,983
Revenues
The Partnership's income from net profits interests increased to $112,639
from $72,607 for the quarters ended September 30, 2000 and 1999,
respectively, an increase of 55%. 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 %, 55%, or $10.39 per barrel,
resulting in an increase of approximately $90,800 in income from net
profits interests. Oil sales represented 85% of total oil and gas
sales during the quarter ended September 30, 2000 as compared to 86%
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 111%, or $2.24 per mcf, resulting
in an increase of approximately $28,800 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
$119,600. 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 1,140 barrels or 13% during the
quarter ended September 30, 2000 as compared to the quarter ended
September 30, 1999, resulting in a decrease of approximately $33,200 in
income from net profits interests.
Gas production decreased approximately 3,760 mcf or 29% during the same
period, resulting in a decrease of approximately $16,000 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $49,200. The decrease in gas
production is primarily due to a non-operated gas well. The operator
performed a workover during the last quarter of 1999, which was not
only unsuccessful, but caused the well to shut down. The well is not
believed to be recoverable, thus the loss to the Partnership is
considered to be permanent. This well represented approximately 1,220
mcf a month to the Partnership.
3. Lease operating costs and production taxes were 21% higher, or
approximately $24,100 more during the quarter ended September 30, 2000
as compared to the quarter ended September 30, 1999. The increase in
lease operating costs and production taxes is primarily a result of the
higher oil and gas prices received by the Partnership. Higher prices
have made it possible for the Partnership to perform needed major
repairs and maintenance. Since production taxes are based on gross
revenues, the increase in oil and gas prices have directly increased
production taxes.
Costs and Expenses
Total costs and expenses increased to $20,265 from $9,935 for the quarters
ended September 30, 2000 and 1999, respectively, an increase of 104%. 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 $300 during the quarter ended September 30, 2000 as
compared to the quarter ended September 30, 1999.
2. Depletion expense increased to $10,000 for the nine months ended
September 30, 2000. There was no depletion expense recorded for the
quarter ended September 30, 1999. This represents an 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 $ 27.26 14.50 88%
Average price per mcf of gas $ 3.58 2.02 77%
Oil production in barrels 23,000 26,340 (13%)
Gas production in mcf 20,740 38,410 (46%)
Income from net profits interests $ 273,888 83,782 227%
Partnership distributions $ 190,000 24,277 683%
Limited partner distributions $ 171,000 23,477 628%
Per unit distribution to limited partners $ 28.58 3.92 628%
Number of limited partner units 5,983 5,983
Revenues
The Partnership's income from net profits interests increased to $273,888
from $83,782 for the nine months ended September 30, 2000 and 1999,
respectively, an increase of 227%. 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 88%, or $12.76 per
barrel, resulting in an increase of approximately $336,100 in income
from net profits interests. Oil sales represented 89% of total oil and
gas sales during the nine months ended September 30, 2000 as compared
to 83% 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 77%, or $1.56 per mcf, resulting in
an increase of approximately $59,900 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
$396,000. 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 decreased approximately 3,340 barrels or 13% during the
nine months ended September 30, 2000 as compared to the nine months
ended September 30, 1999, resulting in a decrease of approximately
$91,000 in income from net profits interests.
Gas production decreased approximately 17,670 mcf or 46% during the
same period, resulting in a decrease of approximately $63,300 in income
from net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $154,300. The Partnership's
dramatic decline in gas production was primarily in connection with two
wells. During 1999, the Partnership was involved in a lawsuit in order
to receive payment for two months of production from the purchaser at
that time. The lawsuit was settled in the current year with the
Partnership receiving less than was owed from the purchaser. The
original accrual recorded during the second quarter of 1999 was
reversed in the current year. This reversal represented approximately
2,800 mcf. Additionally, the partnership was informed during the
current year that a workover which was performed during the last
quarter of 1999 on a non-operated well was not only unsuccessful but
caused the well to shut down. This well is not believed to be
recoverable, thus the loss to the Partnership is considered to be
permanent. This well represented approximately 1,220 mcf a month.
Total decline for the partnership during the nine months ended
September 30, 2000 in connection with this non-operated well was
approximately 14,850 mcf.
3. Lease operating costs and production taxes were 14% higher, or
approximately $51,300 more during the nine months ended September 30,
2000 as compared to the nine months ended September 30, 1999. The
increase in lease operating costs and production taxes is primarily a
result of the higher oil and gas prices received by the Partnership.
Higher prices have made it possible for the Partnership to perform
needed major repairs and maintenance. Since production taxes are based
on gross revenues, the increase in oil and gas prices have directly
increased production taxes.
Costs and Expenses
Total costs and expenses decreased to $55,858 from $62,232 for the nine
months ended September 30, 2000 and 1999, respectively, a decrease of 10%.
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 4%
or approximately $1,400 during the nine months ended September 30, 2000
as compared to the nine months ended September 30, 1999.
2. Depletion expense decreased to $25,000 for the nine months ended
September 30, 2000 from $30,000 for the same period in 1999. This
represents a decrease of 17%. 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 Partnerships.
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 $248,500 in
the nine months ended September 30, 2000 as compared to approximately
$17,800 in the nine months ended September 30, 1999. The primary source of
the 2000 cash flow from operating activities was profitable operations.
Cash flows (used in) provided by investing activities were approximately
$(5) in the nine months ended September 30, 2000 as compared to
approximately $18,800 in the nine months ended September 30, 1999.
Cash flows used in financing activities were approximately $190,000 in the
nine months ended September 30, 2000 as compared to approximately $24,300
in the nine months ended September 30, 1999. The only use in financing
activities was the distributions to partners.
Total distributions during the nine months ended September 30, 2000 were
$190,000 of which $171,000 was distributed to the limited partners and
$19,000 to the general partners. The per unit distribution to limited
partners during the nine months ended September 30, 2000 was $28.58. Total
distributions during the nine months ended September 30, 1999 were $24,277
of which $23,477 was distributed to the limited partners and $800 to the
general partners. The per unit distribution to limited partners during the
nine months ended September 30, 1999 was $3.92.
The sources for the 2000 distributions of $190,000 were oil and gas
operations of approximately $248,500, resulting in excess cash for
contingencies or subsequent distributions. The source for the 1999
distributions of $24,277 was oil and gas operations of approximately
$17,800 and a change in oil and gas property of approximately $18,800,
resulting in excess cash for contingencies or subsequent distributions.
Since inception of the Partnership, cumulative monthly cash distributions
of $2,837,245 have been made to the partners. As of September 30, 2000,
$2,567,005 or $429.05 per limited partner unit has been distributed to the
limited partners, representing a 86% return of the capital contributed.
As of September 30, 2000, the Partnership had approximately $190,300 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-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, 2000