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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, 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 33-11576
Southwest Royalties Institutional Income Fund VII-B, L.P.
(Exact name of registrant as specified
in its limited partnership agreement)
Delaware 75-2165825
(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, 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 month
period ended March 31, 2000 are not necessarily indicative of the results
that may be expected for the full year.
Southwest Royalties Institutional Income Fund VII-B, L.P.
Balance Sheets
March 31, December 31,
2000 1999
--------- ------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 126,364 61,841
Receivable from Managing General Partner 131,578 112,578
--------- ---------
Total current assets 257,942 174,419
--------- ---------
Oil and gas properties - using
the full-cost method of accounting 4,236,395 4,236,395
Less accumulated depreciation,
depletion and amortization 3,395,370 3,369,370
--------- ---------
Net oil and gas properties 841,025 867,025
--------- ---------
$ 1,098,967 1,041,444
========= =========
Liabilities and Partners' Equity
Current liability - Distributions payable $ 613 479
--------- ---------
Partners' equity:
General partners (528,060) (533,799)
Limited partners 1,626,414 1,574,764
--------- ---------
Total partners' equity 1,098,354 1,040,965
--------- ---------
$ 1,098,967 1,041,444
========= =========
Southwest Royalties Institutional Income Fund VII-B, L.P.
Statements of Operations
(unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
Revenues
Income from net profits interests $ 196,015 84,763
Interest 1,060 708
------- -------
197,075 85,471
------- -------
Expenses
General and administrative 28,686 29,588
Depreciation, depletion and amortization 26,000 28,000
------- -------
54,686 57,588
------- -------
Net income $ 142,389 27,883
======= =======
Net income allocated to:
Managing General Partner $ 12,815 2,509
======= =======
General partner $ 1,424 279
======= =======
Limited partners $ 128,150 25,095
======= =======
Per limited partner unit $ 8.54 1.67
======= =======
Southwest Royalties Institutional Income Fund VII-B, L.P.
Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
Cash flows from operating activities:
Cash received from income from net profits
interests $ 171,507 37,590
Cash paid to suppliers (23,178) (17,979)
Interest received 1,060 708
------- -------
Net cash provided by operating activities 149,389 20,319
------- -------
Cash flows from investing activities
Sale of oil and gas properties - 14,786
------- -------
Cash flows used in financing activities:
Distributions to partners (84,866) (75,045)
------- -------
Net increase (decrease) in cash and cash equivalents 64,523
(39,940)
Beginning of period 61,841 86,195
------- -------
End of period $ 126,364 46,255
======= =======
(continued)
Southwest Royalties Institutional Income Fund VII-B, L.P.
Statements of Cash Flows, continued
(unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 142,389 27,883
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 26,000 28,000
Increase in receivables (24,508) (47,173)
Increase in payables 5,508 11,609
------- -------
Net cash provided by operating activities $ 149,389 20,319
======= =======
Southwest Royalties Institutional Income Fund VII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Royalties Institutional Income Fund VII-B, L.P. was
organized under the laws of the state of Delaware on January 28, 1987,
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 a variety of 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 90% 10%
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 March 31, 2000, and for the
three months ended March 31, 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 VII-B, L.P. was organized as
a Delaware limited partnership on January 28, 1987. The offering of such
limited partnership interests began March 23, 1987, minimum capital
requirements were met May 20, 1987 and concluded December 1, 1987, with
total limited partner contributions of $7,500,000.
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 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 the year to enhance production. The Partnership has the potential
of remaining steady for the year before possibly experiencing a normal 9%
historical 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 March 31, 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 March 31, 2000 and 1999
The following table provides certain information regarding performance
factors for the quarters ended March 31, 2000 and 1999:
Three Months
Ended Percentage
March 31, Increase
2000 1999 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 27.37 11.79 132%
Average price per mcf of gas $ 3.14 1.50 109%
Oil production in barrels 7,200 7,800 (8%)
Gas production in mcf 18,700 19,900 (6%)
Income from net profits interests $ 196,015 84,763 131%
Partnership distributions $ 85,000 75,000 13%
Limited partner distributions $ 76,500 67,500 13%
Per unit distribution to limited
partners $ 5.10 4.50 13%
Number of limited partner units 15,000 15,000
Revenues
The Partnership's income from net profits interests increased to $196,015
from $84,763 for the quarters ended March 31, 2000 and 1999, respectively,
an increase of 131%. The principal factors affecting the comparison of the
quarters ended March 31, 2000 and 1999 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the quarter ended March 31, 2000 as compared to the
quarter ended March 31, 1999 by 132%, or $15.58 per barrel, resulting
in an increase of approximately $121,500 in income from net profits
interests. Oil sales represented 77% of total oil and gas sales during
the quarter ended March 31, 2000 and 75% during the quarter ended March
31, 1999.
The average price for an mcf of gas received by the Partnership
increased during the same period by 109%, or $1.64 per mcf, resulting
in an increase of approximately $32,600 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
$154,100. 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 600 barrels or 8% during the
quarter ended March 31, 2000 as compared to the quarter ended March 31,
1999, resulting in a decrease of approximately $16,400 in income from
net profits interests.
Gas production decreased approximately 1,200 mcf or 6% during the same
period, resulting in a decrease of approximately $3,800 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $20,200.
3. Lease operating costs and production taxes were 61% higher, or
approximately $22,700 more during the quarter ended March 31, 2000 as
compared to the quarter ended March 31, 1999. The increase is due to
pulling expense, maintenance and other repairs being performed in 2000,
and the increase in production taxes in relation to the increase in
gross revenues received in 2000.
Costs and Expenses
Total costs and expenses decreased to $54,686 from $57,588 for the quarters
ended March 31, 2000 and 1999, respectively, a decrease of 5%. 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 3%
or approximately $900 during the quarter ended March 31, 2000 as
compared to the quarter ended March 31, 1999.
2. Depletion expense decreased to $26,000 for the quarter ended March 31,
2000 from $28,000 for the same period in 1999. This represents a
decrease of 7%. 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. A contributing
factor to the decrease in depletion expense between the comparative
periods was the increase in the price of oil used to determine the
Partnership's reserves.
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 $149,400 in
the quarter ended March 31, 2000 as compared to approximately $20,300 in
the quarter ended March 31, 1999. The primary source of the 2000 cash flow
from operating activities was profitable operations.
There were no investing activities in the quarter ended March 31, 2000 as
compared to approximately $14,800 in the quarter ended March 31, 1999.
Cash flows used in financing activities were approximately $84,900 in the
quarter ended March 31, 2000 as compared to approximately $75,000 in the
quarter ended March 31, 1999. The only use in financing activities was the
distributions to partners.
Total distributions during the quarter ended March 31, 2000 were $85,000 of
which $76,500 was distributed to the limited partners and $8,500 to the
general partners. The per unit distribution to limited partners during the
quarter ended March 31, 2000 was $5.10. Total distributions during the
quarter ended March 31, 1999 were $75,000 of which $67,500 was distributed
to the limited partners and $7,500 to the general partners. The per unit
distribution to limited partners during the quarter ended March 31, 1999
was $4.50.
The source for the 2000 distributions of $85,000 was oil and gas operations
of approximately $149,400, resulting in excess cash for contingencies or
subsequent distributions to partners.. The primary source for the 1999
distributions of $75,000 was oil and gas operations of approximately
$20,300 and the change in oil and gas properties of approximately $14,800,
with the balance from available cash on hand at the beginning of the
period.
Since inception of the Partnership, cumulative monthly cash distributions
of $9,565,383 have been made to the partners. As of March 31, 2000,
$8,623,755 or $574.92 per limited partner unit has been distributed to the
limited partners, representing a 115% return of the capital contributed.
As of March 31, 2000, the Partnership had approximately $257,300 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
over $50.1 million principal and $17.5 million interest payments due in
2000 on its debt obligations. Due to the severely depressed commodity
prices experienced during the last quarter of 1997, throughout 1998 and
continuing through the second quarter of 1999 the Managing General Partner
is experiencing difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations. The Managing General Partner is
currently in the process of renegotiating the terms of its various
obligations with its creditors 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 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) 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 ROYALTIES INSTITUTIONAL
INCOME FUND VII-B, L.P.
a Delaware limited partnership
By: Southwest Royalties, Inc.
Managing General Partner
By: /s/ J Steven Person
------------------------------
J Steven Person, Vice-President of
Marketing and Chief Financial Officer
of Southwest Royalties, Inc.
the Managing General Partner
Date: May 15, 2000