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 0-16493 Southwest Oil & Gas Income Fund VII-A, L.P. (Exact name of registrant as specified in its limited partnership agreement) Delaware 75-2145576 (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 six month periods ended June 30, 1996 are not necessarily indicative of the results that may be expected for the full year. Southwest Oil & Gas Income Fund VII-A, L.P. Balance Sheets June 30, December 31, 1996 1995 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 15,587 44,954 Receivable from Managing General Partner 134,568 128,681 Other receivable 728 - --------- --------- Total current assets 150,883 173,635 --------- --------- Oil and gas properties - using the full cost method of accounting 4,593,685 4,594,283 Less accumulated depreciation, depletion and amortization 3,262,737 3,181,737 --------- --------- Net oil and gas properties 1,330,948 1,412,546 --------- --------- $ 1,481,831 1,586,181 ========= ========= Liabilities and Partners' Equity Current liability - Distribution payable $ 3,720 3,489 --------- --------- Partners' equity: General partners (493,864) (483,406) Limited partners 1,971,975 2,066,098 --------- --------- Total partners' equity 1,478,111 1,582,692 --------- --------- $ 1,481,831 1,586,181 ========= ========= Southwest Oil & Gas Income Fund VII-A, L.P. Statements of Operations (unaudited) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Revenues Oil and gas revenue $ 279,542 366,350 555,493 723,135 Interest 497 838 855 1,429 ------- ------- ------- ------- 280,039 367,188 556,348 724,564 ------- ------- ------- ------- Expenses Production 119,007 130,970 224,425 259,821 General and administrative 27,691 29,059 64,504 66,744 Depreciation, depletion and amortization 41,000 61,000 81,000 119,000 ------- ------- ------- ------- 187,698 221,029 369,929 445,565 ------- ------- ------- ------- Net income $ 92,341 146,159 186,419 278,999 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 8,311 13,154 16,778 25,110 ======= ======= ======= ======= General Partner $ 923 1,462 1,864 2,790 ======= ======= ======= ======= Limited Partners $ 83,107 131,543 167,777 251,099 ======= ======= ======= ======= Per limited partner unit $ 5.54 8.77 11.19 16.74 ======= ======= ======= ======= Southwest Oil & Gas Income Fund VII-A, L.P. Statements of Cash Flows (unaudited) Six Months Ended June 30, 1996 1995 Cash flows from operating activities: Cash received from oil and gas sales $ 553,048 672,569 Cash paid to suppliers (293,099) (326,220) Interest received 855 1,429 ------- ------- Net cash provided by operating activities 260,804 347,778 ------- ------- Cash flows from investing activities: Additions to oil and gas properties (3,542) (20,586) Cash received from sale of oil and gas property 4,140 6,680 ------- ------- Net cash provided by (used in) investing activities 598 (13,906) ------- ------- Cash flows used in financing activities: Distributions to partners (290,769) (335,565) ------- ------- Net decrease in cash and cash equivalents (29,367) (1,693) Beginning of period 44,954 29,483 ------- ------- End of period $ 15,587 27,790 ======= ======= (continued) Southwest Oil & Gas Income Fund VII-A, 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 $ 186,419 278,999 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 81,000 119,000 Increase in receivables (2,445) (50,566) Increase (decrease) in payables (4,170) 345 ------- ------- Net cash provided by operating activities $ 260,804 347,778 ======= ======= Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Southwest Oil & Gas Income Fund VII-A, L.P. was organized as a Delaware limited partnership on January 30, 1987. The offering of limited partnership interests began on March 4, 1987; minimum capital requirements were met on April 28, 1987 and the offering concluded on September 21, 1987, with total limited partner contributions of $7,500,000. 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 are not 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, increases and decreases in lease operating expenses, enhanced recovery projects, offset drilling activities pursuant to farmout arrangements, sale 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 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 $ 20.82 17.63 18% Average price per mcf of gas $ 2.39 1.69 41% Oil production in barrels 10,100 15,500 (35%) Gas production in mcf 29,000 54,800 (47%) Gross oil and gas revenue $ 279,542 366,350 (24%) Net oil and gas revenue $ 160,535 235,380 (32%) Total cost and expense $ 187,698 221,029 (15%) Partnership distributions $ 138,000 173,000 (20%) Limited partner distributions $ 124,200 155,700 (20%) Per unit distribution to limited partners $ 8.28 10.38 (20%) Number of limited partner units 15,000 15,000 Revenues The Partnership's oil and gas revenues decreased to $279,542 from $366,350 for the quarters ended June 30, 1996 and 1995, respectively, a decrease of 24%. 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 18%, or $3.19 per barrel, resulting in an increase of approximately $49,400 in revenues. Oil sales represented 75% of total oil and gas sales during the quarters ended June 30, 1996 and 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 41%, or $.70 per mcf, resulting in an increase of approximately $38,400 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $87,800. 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 5,400 barrels or 35% during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995, resulting in a decrease of approximately $112,400 in revenues. Gas production decreased approximately 25,800 mcf or 47% during the same period, resulting in a decrease of approximately $61,700 in revenues. The total decrease in revenues due to the change in production is approximately $174,100. The decrease in production is primarily attributable to the sale of property and lease downtime. Costs and Expenses Total costs and expenses decreased to $187,698 from $221,029 for the quarters ended June 30, 1996 and 1995, respectively, a decrease of 15%. The decrease is the result of lower lease operating costs, general and administrative expense and depletion expense. 1. Lease operating costs and production taxes were 9% lower, or approximately $12,000 less during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. 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 decreased 5% or approximately $1,400 during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. 3. Depletion expense decreased to $41,000 for the quarter ended June 30, 1996 from $61,000 for the same period in 1995. This represents a decrease of 33%. 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. Two factors that attributed 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 and the decrease in oil and gas revenues. 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 $ 19.38 17.13 13% Average price per mcf of gas $ 2.23 1.73 29% Oil production in barrels 21,400 32,700 (35%) Gas production in mcf 63,000 94,100 (33%) Gross oil and gas revenue $ 555,493 723,135 (23%) Net oil and gas revenue $ 331,068 463,314 (29%) Total cost and expense $ 369,929 445,565 (17%) Partnership distribution $ 291,000 338,000 (14%) Limited partner distributions $ 261,900 304,200 (14%) Per unit distribution to limited partners $ 17.46 20.28 (14%) Number of limited partner units 15,000 15,000 Revenues The Partnership's oil and gas revenues decreased to $555,493 from $723,135 for the six months ended June 30, 1996 and 1995, respectively, a decrease of 23%. 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 13%, or $2.25 per barrel, resulting in an increase of approximately $73,600 in revenues. Oil sales represented 75% of total oil and gas sales during the six months ended June 30, 1996 as compared to 77% 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 29%, or $.50 per mcf, resulting in an increase of approximately $47,100 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $120,700. 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 11,300 barrels or 35% during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995, resulting in a decrease of approximately $219,000 in revenues. Gas production decreased approximately 31,100 mcf or 33% during the same period, resulting in a decrease of approximately $69,400 in revenues. The total decrease in revenues due to the change in production is approximately $288,400. The decrease in production is primarily attributable to the sale of property and lease downtime. Costs and Expenses Total costs and expenses decreased to $369,929 from $445,565 for the six months ended June 30, 1996 and 1995, respectively, a decrease of 17%. The decrease is the result of lower lease operating costs, general and administrative expense and depletion expense. 1. Lease operating costs and production taxes were 14% lower, or approximately $35,400 less during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995. The decrease is due to the sale of oil and gas properties. 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 decreased 3% or approximately $2,200 during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995. 3. Depletion expense decreased to $81,000 for the six months ended June 30, 1996 from $119,000 for the same period in 1995. This represents a decrease of 32%. 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. Two factors that attributed 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 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 $260,800 in the six months ended June 30, 1996 as compared to approximately $347,800 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 or (used in) investing activities were approximately $600 in the six months ended June 30, 1996 as compared to approximately $(13,900) 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, offset by the additions to oil and gas properties. Cash flows used in financing activities were approximately $290,800 in the six months ended June 30, 1996 as compared to approximately $335,600 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 $291,000 of which $261,900 was distributed to the limited partners and $29,100 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1996 was $17.46. Total distributions during the six months ended June 30, 1995 were $338,000 of which $304,200 was distributed to the limited partners and $33,800 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1995 was $20.28. The sources for the 1996 distributions of $291,000 were oil and gas operations of approximately $260,800 and the sale of oil and gas property of approximately $4,100, offset by additions to oil and gas properties of approximately $3,500, with the balance from available cash on hand at the beginning of the period. The sources for the 1995 distributions of $338,000 were oil and gas operations of approximately $347,800 and the sale of oil and gas properties of approximately $6,700, offset by additions to oil and gas properties of approximately $20,600, with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $9,009,532 have been made to the partners. As of June 30, 1996, $8,119,573 or $541.30 per limited partner unit has been distributed to the limited partners, representing a 108% return of the capital contributed. As of June 30, 1996, the Partnership had approximately $147,200 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) None (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 OIL & GAS INCOME FUND VII-A, 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