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, 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. 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 nine month periods ended September 30, 1996 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, 1996 1995 ------------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 228,264 29,574 Receivable from Managing General Partner 128,122 128,764 --------- --------- Total current assets 356,386 158,338 --------- --------- Oil and gas properties - using the full cost method of accounting 2,244,628 2,550,222 Less accumulated depreciation, depletion and amortization 1,553,479 1,456,479 --------- --------- Net oil and gas properties 691,149 1,093,743 --------- --------- Organization costs, net 1,469 6,329 --------- --------- $ 1,049,004 1,258,410 ========= ========= Liabilities and Partners' Equity Partners' equity: General partners $ 4,258 13,786 Limited partners 1,044,746 1,244,624 --------- --------- Total partners' equity 1,049,004 1,258,410 --------- --------- $ 1,049,004 1,258,410 ========= ========= Southwest Royalties Institutional Income Fund X-C, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues Income from net profits interests $ 117,206 95,039 360,059 297,539 Interest 2,447 430 6,190 1,341 ------- ------- ------- ------- 119,653 95,469 366,249 298,880 ------- ------- ------- ------- Expenses General and administrative 9,140 9,218 34,529 34,931 Depreciation, depletion and amortization 33,620 57,620 101,860 178,860 ------- ------- ------- ------- 42,760 66,838 136,389 213,791 ------- ------- ------- ------- Net income $ 76,893 28,631 229,860 85,089 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 9,946 7,763 29,855 23,755 ======= ======= ======= ======= General Partner $ 1,105 863 3,317 2,639 ======= ======= ======= ======= Limited Partners $ 65,842 20,005 196,688 58,695 ======= ======= ======= ======= Per limited partner unit $ 11.00 3.34 32.87 9.81 ======= ======= ======= ======= Southwest Royalties Institutional Income Fund X-C, L.P. Statements of Cash Flows (unaudited) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Cash received from income from net profits interests $ 360,701 341,315 Cash paid to suppliers (34,529) (35,196) Interest received 6,190 1,341 ------- ------- Net cash provided by operating activities 332,362 307,460 ------- ------- 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 (439,266) (297,000) ------- ------- Net increase in cash and cash equivalents 198,690 10,460 Beginning of period 29,574 31,287 ------- ------- End of period $ 228,264 41,747 ======= ======= (continued) Southwest Royalties Institutional Income Fund X-C, L.P. Statements of Cash Flows, continued (unaudited) Nine Months Ended September 30, 1996 1995 Reconciliation of net income to net cash provided by operating activities: Net income $ 229,860 85,089 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 101,860 178,860 Decrease in receivables 642 43,776 Decrease in accounts payable - (265) ------- ------- Net cash provided by operating activities $ 332,362 307,460 ======= ======= 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. Results of Operations A. General Comparison of the Quarters Ended September 30, 1996 and 1995 The following table provides certain information regarding performance factors for the quarters ended September 30, 1996 and 1995: Three Months Ended Percentage September 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 20.83 15.44 35% Average price per mcf of gas $ 1.84 1.47 25% Oil production in barrels 11,600 16,500 (30%) Gas production in mcf 19,000 24,300 (22%) Income from net profits interests $ 117,206 95,039 23% Partnership distributions $ 180,000 98,800 47% Limited partner distributions $ 162,000 88,920 47% Per unit distribution to limited partners $ 27.08 14.86 47% Number of limited partner units 5,983 5,983 Revenues The Partnership's income from net profits interests increased to $117,206 from $95,039 for the quarters ended September 30, 1996 and 1995, respectively, an increase of 23%. The principal factors affecting the comparison of the quarters ended September 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 September 30, 1996 as compared to the quarter ended September 30, 1995 by 35%, or $5.39 per barrel, resulting in an increase of approximately $88,900 in income from net profits interests. Oil sales represented 87% of total oil and gas sales during the quarter ended September 30, 1996 as compared to 88% during the quarter ended September 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 25%, or $.37 per mcf, resulting in an increase of approximately $9,000 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 $97,900. 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. 2. Oil production decreased approximately 4,900 barrels or 30% during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995, resulting in a decrease of approximately $102,100 in income from net profits interests. Gas production decreased approximately 5,300 mcf or 22% during the same period, resulting in a decrease of approximately $9,800 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $111,900. The decrease is a result of property sales and downhole problems. 3. Lease operating costs and production taxes were 18% lower, or approximately $35,300 less during the quarter ended September 30, 1996 as compared to the quarter ended September 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 $42,760 from $66,838 for the quarters ended September 30, 1996 and 1995, respectively, a decrease of 36%. 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 1% or approximately $100 during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995. 2. Depletion expense decreased to $32,000 for the quarter ended September 30, 1996 from $56,000 for the same period in 1995. This represents a decrease of 43%. 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 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. B. General Comparison of the Nine Month Periods Ended September 30, 1996 and 1995 The following table provides certain information regarding performance factors for the nine month periods ended September 30, 1996 and 1995: Nine Months Ended Percentage September 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 19.31 16.23 19% Average price per mcf of gas $ 1.96 1.43 37% Oil production in barrels 37,100 48,800 (24%) Gas production in mcf 57,000 78,600 (27%) Income from net profits interests $ 360,059 297,539 21% Partnership distributions $ 439,266 297,000 48% Limited partner distributions $ 396,566 268,320 48% Per unit distribution to limited partners $ 66.28 44.85 48% Number of limited partner units 5,983 5,983 Revenues The Partnership's income from net profits interests increased to $360,059 from $297,539 for the nine months ended September 30, 1996 and 1995, respectively, an increase of 21%. The principal factors affecting the comparison of the nine months ended September 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995 by 19%, or $3.08 per barrel, resulting in an increase of approximately $150,300 in income from net profits interests. Oil sales represented 87% of total oil and gas sales during the nine months ended September 30, 1996 as compared to 88% during the nine months ended September 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 37%, or $.53 per mcf, resulting in an increase of approximately $41,700 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 $192,000. 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 11,700 barrels or 24% during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, resulting in a decrease of approximately $225,900 in income from net profits interests. Gas production decreased approximately 21,600 mcf or 27% during the same period, resulting in a decrease of approximately $42,300 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $268,200. The decrease is a result of property sales and downhole problems. 3. Lease operating costs and production taxes were 23% lower, or approximately $137,900 less during the nine months ended September 30, 1996 as compared to the nine months ended September 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 $136,389 from $213,791 for the nine months ended September 30, 1996 and 1995, respectively, a decrease of 36%. 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 1% or approximately $400 during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. 2. Depletion expense decreased to $97,000 for the nine months ended September 30, 1996 from $174,000 for the same period in 1995. This represents a decrease of 44%. 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. 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 $332,400 in the nine months ended September 30, 1996 as compared to approximately $307,500 in the nine months ended September 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 nine months ended September 30, 1996 as compared to none in the nine months ended September 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 $439,300 in the nine months ended September 30, 1996 as compared to approximately $297,000 in the nine months ended September 30, 1995. The only use in financing activities was the distributions to partners. Total distributions during the nine months ended September 30, 1996 were $439,266 of which $396,566 was distributed to the limited partners and $42,700 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1996 was $66.28. Total distributions during the nine months ended September 30, 1995 were $297,000 of which $268,320 was distributed to the limited partners and $28,680 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1995 was $44.85. The sources for the 1996 distributions of $439,266 were oil and gas operations of approximately $332,400 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 $297,000 was oil and gas operations of approximately $307,500, resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $1,708,968 have been made to the partners. As of September 30, 1996, $1,549,928 or $259.06 per limited partner unit has been distributed to the limited partners, representing a 52% return of the capital contributed. As of September 30, 1996, the Partnership had approximately $356,400 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. 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) Financial Data Schedule (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: November 15, 1996