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, 1996 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 14. PAGE 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, 1995 which are found in the Registrant's Form 10-K Report for 1995 filed with the Securities and Exchange Commission. The December 31, 1995 balance sheet included herein has been taken from the Registrant's 1995 Form 10-K Report. Operating results for the three and six month periods ended June 30, 1996 are not necessarily indicative of the results that may be expected for the full year. PAGE Southwest Royalties Institutional Income Fund X-C, L.P. Balance Sheets June 30, December 31, 1996 1995 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 295,569 29,574 Receivable from Managing General Partner 130,302 128,764 --------- --------- Total current assets 425,871 158,338 --------- --------- Oil and gas properties - using the full cost method of accounting 2,244,628 2,550,222 Less accumulated depreciation, depletion and amortization 1,521,479 1,456,479 --------- --------- Net oil and gas properties 723,149 1,093,743 --------- --------- Organization costs, net 3,089 6,329 --------- --------- $ 1,152,109 1,258,410 ========= ========= Liabilities and Partners' Equity Partners' equity: General partners $ 11,206 13,786 Limited partners 1,140,903 1,244,624 --------- --------- Total partners' equity 1,152,109 1,258,410 --------- --------- $ 1,152,109 1,258,410 ========= ========= PAGE Southwest Royalties Institutional Income Fund X-C, L.P. Statements of Operations (unaudited) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Revenues Income from net profits interests $ 144,978 84,629 242,851 202,499 Interest 2,791 478 3,742 912 ------- ------- ------- ------- 147,769 85,107 246,593 203,411 ------- ------- ------- ------- Expenses General and administrative 9,691 9,237 25,388 25,713 Depreciation, depletion and amortization 35,620 60,620 68,240 121,240 ------- ------- ------- ------- 45,311 69,857 93,628 146,953 ------- ------- ------- ------- Net income $ 102,458 15,250 152,965 56,458 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 12,427 6,828 19,908 15,993 ======= ======= ======= ======= General Partner $ 1,381 759 2,212 1,777 ======= ======= ======= ======= Limited Partners $ 88,650 7,663 130,845 38,688 ======= ======= ======= ======= Per limited partner unit $ 14.82 1.28 21.87 6.47 ======= ======= ======= ======= PAGE Southwest Royalties Institutional Income Fund X-C, L.P. Statements of Cash Flows (unaudited) Six Months Ended June 30, 1996 1995 Cash flows from operating activities: Cash received from income from net profits interests $ 241,313 223,916 Cash paid to suppliers (25,388) (25,713) Interest received 3,742 912 ------- ------- Net cash provided by operating activities 219,667 199,115 ------- ------- Cash flows provided by investing activities: Cash received from sale of oil and gas property interest 305,594 - ------- ------- Cash flows used in financing activities: Distributions to partners (259,266) (198,200) ------- ------- Net increase in cash and cash equivalents 265,995 915 Beginning of period 29,574 31,287 ------- ------- End of period $ 295,569 32,202 ======= ======= (continued) PAGE Southwest Royalties Institutional Income Fund X-C, L.P. Statements of Cash Flows, continued (unaudited) Six Months Ended June 30, 1996 1995 Reconciliation of net income to net cash provided by operating activities: Net income $ 152,965 56,458 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 68,240 121,240 (Increase) decrease in receivables (1,538) 21,417 ------- ------- Net cash provided by operating activities $ 219,667 199,115 ======= ======= 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. PAGE Results of Operations A. General Comparison of the Quarters Ended June 30, 1996 and 1995 The following table provides certain information regarding performance factors for the quarters ended June 30, 1996 and 1995: Three Months Ended Percentage June 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 19.58 17.12 14% Average price per mcf of gas $ 2.09 1.30 61% Oil production in barrels 12,400 15,900 (22%) Gas production in mcf 22,800 25,800 (12%) Income from net profits interests $ 144,978 84,629 71% Partnership distributions $ 145,000 113,000 28% Limited partner distributions $ 130,500 101,700 28% Per unit distribution to limited partners $ 21.81 17.00 28% Number of limited partner units 5,983 5,983 Revenues The Partnership's income from net profits interests increased to $144,978 from $84,629 for the quarters ended June 30, 1996 and 1995, respectively, an increase of 71%. The principal factors affecting the comparison of the quarters ended June 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995 by 14%, or $2.46 per barrel, resulting in an increase of approximately $39,100 in income from net profits interests. Oil sales represented 84% of total oil and gas sales during the quarter ended June 30, 1996 as compared to 89% during the quarter ended June 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 61%, or $.79 per mcf, resulting in an increase of approximately $20,400 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 $59,500. 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. PAGE 2. Oil production decreased approximately 3,500 barrels or 22% during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995, resulting in a decrease of approximately $68,500 in income from net profits interests. Gas production decreased approximately 3,000 mcf or 12% during the same period, resulting in a decrease of approximately $6,300 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $74,800. The decrease is a result of property sales and downhole problems. 3. Lease operating costs and production taxes were 34% lower, or approximately $76,000 less during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. The decrease is a result of property sales and workover cost incurred in 1995. Costs and Expenses Total costs and expenses decreased to $45,311 from $69,857 for the quarters ended June 30, 1996 and 1995, respectively, a decrease of 35%. The decrease is the result of lower depletion expense, 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 5% or approximately $500 during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. 2. Depletion expense decreased to $34,000 for the quarter ended June 30, 1996 from $59,000 for the same period in 1995. This represents a decrease of 42%. Depletion is calculated using the gross 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. Three factors that contributed 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, 1996 as compared to 1995, the increase in property sales and the decrease in oil and gas revenues. PAGE B. General Comparison of the Six Month Periods Ended June 30, 1996 and 1995 The following table provides certain information regarding performance factors for the six month periods ended June 30, 1996 and 1995: Six Months Ended Percentage June 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 18.62 16.63 12% Average price per mcf of gas $ 1.90 1.41 35% Oil production in barrels 25,500 32,300 (21%) Gas production in mcf 40,500 54,300 (25%) Income from net profits interests $ 242,851 202,499 20% Partnership distributions $ 259,266 198,200 31% Limited partner distributions $ 234,566 179,400 31% Per unit distribution to limited partners $ 39.21 29.98 31% Number of limited partner units 5,983 5,983 Revenues The Partnership's income from net profits interests increased to $242,851 from $202,499 for the six months ended June 30, 1996 and 1995, respectively, an increase of 20%. The principal factors affecting the comparison of the six months ended June 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995 by 12%, or $1.99 per barrel, resulting in an increase of approximately $64,300 in income from net profits interests. Oil sales represented 86% of total oil and gas sales during the six months ended June 30, 1996 as compared to 88% during the six months ended June 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 35%, or $.49 per mcf, resulting in an increase of approximately $26,600 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 $90,900. 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. PAGE 2. Oil production decreased approximately 6,800 barrels or 21% during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995, resulting in a decrease of approximately $126,600 in income from net profits interests. Gas production decreased approximately 13,800 mcf or 25% during the same period, resulting in a decrease of approximately $26,200 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $152,800. The decrease is a result of property sales and downhole problems. 3. Lease operating costs and production taxes were 25% lower, or approximately $102,600 less during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995. The decrease is a result of property sales and workover costs incurred in 1995. Costs and Expenses Total costs and expenses decreased to $93,628 from $146,953 for the six months ended June 30, 1996 and 1995, respectively, a decrease of 36%. The decrease is the result of a decline 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 $300 during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995. 2. Depletion expense decreased to $65,000 for the six months ended June 30, 1996 from $118,000 for the same period in 1995. This represents a decrease of 45%. Depletion is calculated using the gross 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. Three factors contributed 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, 1996 as compared to 1995, the increase in property sales and the decrease in oil and gas revenues. PAGE 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 $219,700 in the six months ended June 30, 1996 as compared to approximately $199,100 in the six months ended June 30, 1995. The primary source of the 1996 cash flow from operating activities was profitable operations. Cash flows provided by investing activities were approximately $305,600 in the six months ended June 30, 1996 as compared to none in the six months ended June 30, 1995. The principle source of the 1996 cash flow from investing activities was the sale of oil and gas properties. Cash flows used in financing activities were approximately $259,300 in the six months ended June 30, 1996 as compared to approximately $198,200 in the six months ended June 30, 1995. The only use in financing activities was the distributions to partners. Total distributions during the six months ended June 30, 1996 were $259,266 of which $234,566 was distributed to the limited partners and $24,700 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1996 was $39.21. Total distributions during the six months ended June 30, 1995 were $198,200 of which $179,400 was distributed to the limited partners and $18,800 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1995 was $29.98. The sources for the 1996 distributions of $259,266 were oil and gas operations of approximately $219,700 and the sale of oil and gas properties of approximately $305,600, resulting in excess cash for contingencies or subsequent distributions. The source for the 1995 distributions of $198,200 was oil and gas operations of approximately $199,100, resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $1,528,968 have been made to the partners. As of June 30, 1996, $1,387,928 or $231.98 per limited partner unit has been distributed to the limited partners, representing a 46% return of the capital contributed. As of June 30, 1996, the Partnership had approximately $425,900 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. PAGE 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) None (b) No reports on Form 8-K were filed during the quarter for which this report is filed. PAGE 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: August 12, 1996