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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 June 30, 2001
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, 2000 which are found in the Registrant's Form
10-K Report for 2000 filed with the Securities and Exchange Commission.
The December 31, 2000 balance sheet included herein has been taken from the
Registrant's 2000 Form 10-K Report. Operating results for the three and
six month periods ended June 30, 2001 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
June 30, December 31,
2001 2000
--------- ------------
(unaudited)
Assets
------
Current assets:
Cash and cash equivalents $ 100,058 155,801
Receivable from Managing General Partner 128,833 190,243
--------- ---------
Total current assets 228,891 346,044
--------- ---------
Oil and gas properties - using
the full-cost method of accounting 4,236,295 4,236,395
Less accumulated depreciation,
depletion and amortization 3,475,370 3,431,370
--------- ---------
Net oil and gas properties 760,925 805,025
--------- ---------
$ 989,816 1,151,069
========= =========
Liabilities and Partners' Equity
--------------------------------
Current liability - Distributions payable $ 938 701
--------- ---------
Partners' equity:
General partners (539,007) (522,858)
Limited partners 1,527,885 1,673,226
--------- ---------
Total partners' equity 988,878 1,150,368
--------- ---------
$ 989,816 1,151,069
========= =========
Southwest Royalties Institutional Income Fund VII-B, L.P.
Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
----- ----- ----- -----
Revenues
--------
Income from net profits
interests $ 193,208 205,712 411,536 401,727
Interest 1,444 1,836 3,584 2,895
------- ------- ------- -------
194,652 207,548 415,120 404,622
------- ------- ------- -------
Expenses
--------
General and administrative 29,162 33,060 57,610 61,746
Depreciation, depletion and
amortization 21,000 11,000 44,000 37,000
------- ------- ------- -------
50,162 44,060 101,610 98,746
------- ------- ------- -------
Net income $ 144,490 163,488 313,510 305,876
======= ======= ======= =======
Net income allocated to:
Managing General Partner $ 13,004 14,714 28,216 27,529
======= ======= ======= =======
General Partner $ 1,445 1,635 3,135 3,059
======= ======= ======= =======
Limited Partners $ 130,041 147,139 282,159 275,288
======= ======= ======= =======
Per limited partner unit $ 8.67 9.81 18.81 18.35
======= ======= ======= =======
Southwest Royalties Institutional Income Fund VII-B, L.P.
Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
2001 2000
----- -----
Cash flows from operating activities:
Cash received from income from net
profits interests $ 464,481 359,347
Cash paid to suppliers (49,145) (44,935)
Interest received 3,584 2,895
-------- --------
Net cash provided by operating activities 418,920 317,307
-------- --------
Cash flows from investing activities:
Sale of oil and gas properties 100 -
-------- --------
Cash flows used in financing activities:
Distributions to partners (474,763) (184,916)
-------- --------
Net (decrease) increase in cash
(55,743) 132,391
Beginning of period 155,801 61,841
-------- --------
End of period $ 100,058 194,232
======== ========
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 313,510 305,876
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 44,000 37,000
Decrease (increase) in receivables 52,945 (42,380)
Increase in payables 8,465 16,811
------- -------
Net cash provided by operating activities $ 418,920 317,307
======= =======
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 June 30, 2001 and for the
three and six months ended June 30, 2001, 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, 2000.
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 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.
Based on current conditions, management anticipates performing workovers
during 2001 to enhance production. The Partnership could possibly
experience a 9% normal 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 June 30, 2001, 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 June 30, 2001 and 2000
The following table provides certain information regarding performance
factors for the quarters ended June 30, 2001 and 2000:
Three Months
Ended Percentage
June 30, Increase
2001 2000 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 25.85 27.01 (4%)
Average price per mcf of gas $ 4.23 4.37 (3%)
Oil production in barrels 6,900 7,300 (5%)
Gas production in mcf 14,800 19,200 (23%)
Income from net profits interests $ 193,208 205,712 (6%)
Partnership distributions $ 225,000 100,000 125%
Limited partner distributions $ 202,500 90,000 125%
Per unit distribution to limited
partners $ 13.50 6.00 125%
Number of limited partner units 15,000 15,000
Revenues
The Partnership's income from net profits interests decreased to $193,208
from $205,712 for the quarters ended June 30, 2001 and 2000, respectively,
a decrease of 6%. The principal factors affecting the comparison of the
quarters ended June 30, 2001 and 2000 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the quarter ended June 30, 2001 as compared to the
quarter ended June 30, 2000 by 4%, or $1.16 per barrel, resulting in a
decrease of approximately $8,000 in income from net profits interests.
Oil sales represented 74% of total oil and gas sales during the quarter
ended June 30, 2001 as compared to 70% during the quarter ended June
30, 2000.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 3%, or $.14 per mcf, resulting in a
decrease of approximately $2,100 in income from net profits interests.
The total decrease in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$10,100. 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 400 barrels or 5% during the
quarter ended June 30, 2001 as compared to the quarter ended June 30,
2000, resulting in a decrease of approximately $10,800 in income from
net profits interests.
Gas production decreased approximately 4,400 mcf or 23% during the same
period, resulting in a decrease of approximately $19,200 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $30,000. The decrease in gas
production is due to an adjustment of gas balancing for a non-operated
well.
3. Lease operating costs and production taxes were 19% lower, or
approximately $14,100 less during the quarter ended June 30, 2001 as
compared to the quarter ended June 30, 2000. The decrease in lease
operating cost is primarily the result of repairs and maintenance
performed during the second quarter of 2000.
Costs and Expenses
Total costs and expenses increased to $50,162 from $44,060 for the quarters
ended June 30, 2001 and 2000, respectively, an increase of 14%. The
increase is the result of higher depletion expense, partially offset by a
decrease 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 decreased
12% or approximately $3,900 during the quarter ended June 30, 2001 as
compared to the quarter ended June 30, 2000.
2. Depletion expense increased to $21,000 for the quarter ended June 30,
2001 from $11,000 for the same period in 2000. This represents an increase
of 91%. 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. Contributing factors to the increase in
depletion expense between the comparative periods were the decrease in the
price of oil and gas used to determine the Partnership's reserves for July
1, 2001 as compared to 2000.
B. General Comparison of the Six Month Periods Ended June 30, 2001 and
2000
The following table provides certain information regarding performance
factors for the six month periods ended June 30, 2001 and 2000:
Six Months
Ended Percentage
June 30, Increase
2001 2000 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 26.56 27.19 (2%)
Average price per mcf of gas $ 5.16 3.76 37%
Oil production in barrels 13,800 14,500 (5%)
Gas production in mcf 33,600 37,900 (11%)
Income from net profits interests $ 411,536 401,727 2%
Partnership distributions $ 475,000 185,000 157%
Limited partner distributions $ 427,500 166,500 157%
Per unit distribution to limited
partners $ 28.50 11.10 157%
Number of limited partner units 15,000 15,000
Revenues
The Partnership's income from net profits interests increased to $411,536
from $401,727 for the six months ended June 30, 2001 and 2000,
respectively, an increase of 2%. The principal factors affecting the
comparison of the six months ended June 30, 2001 and 2000 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the six months ended June 30, 2001 as compared to the
six months ended June 30, 2000 by 2%, or $.63 per barrel, resulting in
a decrease of approximately $8,700 in income from net profits
interests. Oil sales represented 68% of total oil and gas sales during
the six months ended June 30, 2001 as compared to 73% during the six
months ended June 30, 2000.
The average price for an mcf of gas received by the Partnership
increased during the same period by 37%, or $1.40 per mcf, resulting in
an increase of approximately $47,000 in income from net profits
interests.
The net total increase in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$38,300. 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 700 barrels or 5% during the six
months ended June 30, 2001 as compared to the six months ended June 30,
2000, resulting in a decrease of approximately $19,000 in income from
net profits interests.
Gas production decreased approximately 4,300 mcf or 11% during the same
period, resulting in a decrease of approximately $16,200 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $35,200.
3. Lease operating costs and production taxes were 5% lower, or
approximately $6,600 less during the six months ended June 30, 2001 as
compared to the six months ended June 30, 2000.
Costs and Expenses
Total costs and expenses increased to $101,610 from $98,746 for the six
months ended June 30, 2001 and 2000, respectively, an increase of 3%. The
increase is the result of higher depletion expense, partially offset by a
decrease 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 decreased 7%
or approximately $4,100 during the six months ended June 30, 2001 as
compared to the six months ended June 30, 2000.
2. Depletion expense increased to $44,000 for the six months ended June
30, 2001 from $37,000 for the same period in 2000. This represents an
increase of 19%. 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. Contributing
factors to the increase in depletion expense between the comparative
periods were the decrease in the price of oil and gas used to determine
the Partnership's reserves for July 1, 2001 as compared to 2000, and
the increase in oil and gas revenues received by the Partnership during
2001 as compared to 2000.
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 $418,900 in
the six months ended June 30, 2001 as compared to approximately $317,300 in
the six months ended June 30, 2000. The primary source of the 2001 cash
flow from operating activities was profitable operations.
Cash flows provided by investing activities were approximately $100 in the
six months ended June 30, 2001. There were no cash flows provided by
investing activities in the six months ended June 30, 2000. The principle
source of the 2001 cash flow from investing activities was the sale of oil
and gas properties.
Cash flows used in financing activities were approximately $474,800 in the
six months ended June 30, 2001 as compared to approximately $184,900 in the
six months ended June 30, 2000. The only use in financing activities was
the distributions to partners.
Total distributions during the six months ended June 30, 2001 were $475,000
of which $427,500 was distributed to the limited partners and $47,500 to
the general partners. The per unit distribution to limited partners during
the six months ended June 30, 2001 was $28.50. Total distributions during
the six months ended June 30, 2000 were $185,000 of which $166,500 was
distributed to the limited partners and $18,500 to the general partners.
The per unit distribution to limited partners during the six months ended
June 30, 2000 was $11.10.
The source for the 2001 distributions of $475,000 was oil and gas
operations of approximately $418,900 and the change in oil and gas
properties of approximately $100, with the balance from available cash on
hand at the beginning of the period. The source for the 2000 distributions
of $185,000 was oil and gas operations of approximately $317,300, resulting
in excess cash for contingencies or subsequent distributions.
Since inception of the Partnership, cumulative monthly cash distributions
of $10,542,566 have been made to the partners. As of June 30, 2001,
$9,503,220 or $633.55 per limited partner unit has been distributed to the
limited partners, representing a 127% return of the capital contributed.
As of June 30, 2001, the Partnership had approximately $228,000 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Partnership is not a party to any derivative or
embedded derivative instruments.
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) Reports on Form 8-K:
No Reports on Form
8-K were filed during the quarter June 30, 2001.
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/ Bill E. Coggin
------------------------------
Bill E. Coggin, Vice President
and Chief Financial Officer
Date: August 15, 2001