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 March 31, 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 0-20299 SOUTHWEST OIL & GAS 1990-91 INCOME PROGRAM Southwest Oil & Gas Income Fund X-C, L.P. (Exact name of registrant as specified in its limited partnership agreement) Delaware 75-2374445 (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 12. 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 month period ended March 31, 1997 are not necessarily indicative of the results that may be expected for the full year. Southwest Oil & Gas Income Fund X-C, L.P. Balance Sheets March 31, December 31, 1997 1996 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 212,766 207,773 Receivable from Managing General Partner 146,603 180,257 --------- --------- Total current assets 359,369 388,030 --------- --------- Oil and gas properties - using the full-cost method of accounting 2,412,058 2,412,011 Less accumulated depreciation, depletion and amortization 1,673,496 1,644,496 --------- --------- Net oil and gas properties 738,562 767,515 --------- --------- Organization costs, net of amortization - - --------- --------- $ 1,097,931 1,155,545 ========= ========= Liabilities and Partners' Equity Current liabilities: Accounts payable $ 5,150 - Distributions payable 74 91 --------- --------- Total current liabilities 5,224 91 --------- --------- Partners' equity: General partners 13,489 16,864 Limited partners 1,079,218 1,138,590 --------- --------- Total partners' equity 1,092,707 1,155,454 --------- --------- $ 1,097,931 1,155,545 ========= ========= Southwest Oil & Gas Income Fund X-C, L.P. Statements of Operations (unaudited) Three Months Ended March 31, 1997 1996 ---- ---- Revenues Oil and gas $ 336,342 257,263 Interest 1,714 805 ------- ------- 338,056 258,068 ------- ------- Expenses Production 163,984 172,298 General and administrative 16,319 15,809 Depreciation, depletion and amortization 29,000 31,620 ------- ------- 209,303 219,727 ------- ------- Net income $ 128,753 38,341 ======= ======= Net income allocated to: Managing General Partner $ 14,198 6,296 ======= ======= General partner $ 1,577 700 ======= ======= Limited partners $ 112,978 31,345 ======= ======= Per limited partner unit $ 18.09 5.02 ======= ======= Southwest Oil & Gas Income Fund X-C, L.P. Statements of Cash Flows (unaudited) Three Months Ended March 31, 1997 1996 ---- ---- Cash flows from operating activities: Cash from oil and gas sales $ 386,915 312,663 Cash paid to suppliers (192,072) (194,156) Interest received 1,714 805 ------- ------- Net cash provided by operating activities 196,557 119,312 ------- ------- Cash flows from investing activities: Additions to oil and gas properties (1,834) (521) Sale of oil and gas properties 1,787 225,549 ------- ------- Net cash provided by (used in) investing activities (47) 225,028 ------- ------- Cash flows used in financing activities: Distributions to partners (191,517) (130,091) ------- ------- Net increase in cash and cash equivalents 4,993 214,249 Beginning of period 207,773 34,680 ------- ------- End of period $ 212,766 248,929 ======= ======= (continued) Southwest Oil & Gas Income Fund X-C, L.P. Statements of Cash Flows, continued (unaudited) Three Months Ended March 31, 1997 1996 ---- ---- Reconciliation of net income to net cash provided by operating activities: Net income $ 128,753 38,341 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 29,000 31,620 Decrease in receivables 50,573 55,400 Decrease in payables (11,769) (6,049) ------- ------- Net cash provided by operating activities $ 196,557 119,312 ======= ======= Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Southwest Oil & Gas 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 Oil & Gas 1990-91 Income Program. Minimum capital requirements for the Partnership were met on January 13, 1992, and concluded April 30, 1992. The Partnership was formed to acquire 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 farm-out 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 1997 to enhance production. The Partnership could possibly experience the following changes; a little less than normal decline in 1997, with no decline in 1998 and thereafter, experience a low decline. Results of Operations A. General Comparison of the Quarters Ended March 31, 1997 and 1996 The following table provides certain information regarding performance factors for the quarters ended March 31, 1997 and 1996. Three Months Ended Percentage March 31, Increase 1997 1996 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 22.33 18.00 24% Average price per mcf of gas $ 2.88 2.08 38% Oil production in barrels 10,900 11,100 (2%) Gas production in mcf 32,300 27,300 18% Gross oil and gas revenue $ 336,342 257,263 31% Net oil and gas revenue $ 172,358 84,965 103% Partnership distributions $ 191,500 130,000 47% Limited partner distributions $ 172,350 120,500 43% Per unit distribution to limited partners $ 27.59 19.29 43% Number of limited partner units 6,246 6,246 Revenues The Partnership's oil and gas revenues increased to $336,342 from $257,263 for the quarters ended March 31, 1997 and 1996, respectively, an increase of 31%. The principal factors affecting the comparison of the quarters ended March 31, 1997 and 1996 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1996 by 24%, or $4.33 per barrel, resulting in an increase of approximately $48,100 in revenues. Oil sales represented 72% of total oil and gas sales during the quarter ended March 31, 1997 as compared to 78% during the quarter ended March 31, 1996. The average price for an mcf of gas received by the Partnership increased during the same period by 38%, or $.80 per mcf, resulting in an increase of approximately $21,800 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $69,900. 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 200 barrels or 2% during the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1996, resulting in a decrease of approximately $4,500 in revenues. Gas production increased approximately 5,000 mcf or 18% during the same period, resulting in an increase of approximately $14,400 in revenues. The net total increase in revenues due to the change in production is approximately $9,900. Costs and Expenses Total costs and expenses decreased to $209,303 from $219,727 for the quarters ended March 31, 1997 and 1996, respectively, a decrease of 5%. The decrease is the result of lower lease operating costs and depletion expense, offset by an increase in general and administrative expense. 1. Lease operating costs and production taxes were 5% lower, or approximately $8,300 less during the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1996. 2. General and administrative costs consist 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 March 31, 1997 as compared to the quarter ended March 31, 1996. 3. Depletion expense decreased to $29,000 for the quarter ended March 31, 1997 from $30,000 for the same period in 1996. This represents a decrease of 3%. 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. 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 $196,600 in the quarter ended March 31, 1997 as compared to approximately $119,300 in the quarter ended March 31, 1996. The primary source of the 1997 cash flow from operating activities was profitable operations. Cash flows provided by or (used in) investing activities were approximately $(50) in the quarter ended March 31, 1997 as compared to approximately $225,000 in the quarter ended March 31, 1996. The principle use of the 1997 cash flow from investing activities was the additions to oil and gas properties, partially offset by the sale of oil and gas properties. Cash flows used in financing activities were approximately $191,500 in the quarter ended March 31, 1997 as compared to approximately $130,100 in the quarter ended March 31, 1996. The only use in financing activities was the distributions to partners. Total distributions during the quarter ended March 31, 1997 were $191,500 of which $172,350 was distributed to the limited partners and $19,150 to the general partners. The per unit distribution to limited partners during the quarter ended March 31, 1997 was $27.59. Total distributions during the quarter ended March 31, 1996 were $130,000 of which $120,500 was distributed to the limited partners and $9,500 to the general partners. The per unit distribution to limited partners during the quarter ended March 31, 1996 was $19.29. The sources for the 1997 distributions of $191,500 were oil and gas operations of approximately $196,600 and the sale of oil and gas properties of approximately $1,800, offset by additions to oil and gas properties of approximately $1,800, resulting in excess cash for contingencies or subsequent distributions. The sources for the 1996 distributions of $130,000 were oil and gas operations of approximately $119,300 and the sale of oil and gas properties of approximately $225,500, offset by additions to oil and gas properties of approximately $500, resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $2,197,318 have been made to the partners. As of March 31, 1997, $1,994,594 or $319.34 per limited partner unit has been distributed to the limited partners, representing a 64% return of the capital contributed. As of March 31, 1997, the Partnership had approximately $354,100 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: 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 OIL & GAS 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: May 15, 1997