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, 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 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 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, 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 month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the full year. PAGE Southwest Royalties Institutional Income Fund VII-B, L.P. Balance Sheets March 31, December 31, 1996 1995 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 15,349 28,684 Receivable from Managing General Partner 126,918 122,722 --------- --------- Total current assets 142,267 151,406 --------- --------- Oil and gas properties - using the full- cost method of accounting 4,353,685 4,353,685 Less accumulated depreciation, depletion and amortization 2,740,370 2,699,370 --------- --------- Net oil and gas properties 1,613,315 1,654,315 --------- --------- $ 1,755,582 1,805,721 ========= ========= Liabilities and Partners' Equity Current liabilities: Accounts payable $ 6,350 - Distributions payable 472 418 --------- --------- Total current liabilities 6,822 418 --------- --------- Partners' equity: General partners (469,893) (464,239) Limited partners 2,218,653 2,269,542 --------- --------- Total partners' equity 1,748,760 1,805,303 --------- --------- $ 1,755,582 1,805,721 ========= ========= PAGE Southwest Royalties Institutional Income Fund VII-B, L.P. Statements of Operations (unaudited) Three Months Ended March 31, 1996 1995 ---- ---- Revenues Income from net profits interests $ 148,744 173,296 Interest income from operations 292 494 ------- ------- 149,036 173,790 ------- ------- Expenses General and administrative 36,579 38,622 Depreciation, depletion and amortization 41,000 57,000 ------- ------- 77,579 95,622 ------- ------- Net income $ 71,457 78,168 ======= ======= Net income allocated to: Managing General Partner $ 6,431 7,035 ======= ======= General partner $ 715 782 ======= ======= Limited partners $ 64,311 70,351 ======= ======= Per limited partner unit $ 4.29 4.69 ======= ======= PAGE Southwest Royalties Institutional Income Fund VII-B, L.P. Statements of Cash Flows (unaudited) Three Months Ended March 31, 1996 1995 ---- ---- Cash flows from operating activities: Cash received from income from net profits interests $ 144,548 150,269 Cash paid to suppliers (30,229) (29,654) Interest received 292 494 ------- ------- Net cash provided by operating activities 114,611 121,109 ------- ------- Cash flows used in financing activities: Distributions to partners (127,946) (124,614) ------- ------- Net decrease in cash (13,335) (3,505) Cash and cash equivalents: Beginning of period 28,684 29,657 ------- ------- End of period $ 15,349 26,152 ======= ======= (continued) PAGE Southwest Royalties Institutional Income Fund VII-B, L.P. Statements of Cash Flows, continued (unaudited) Three Months Ended March 31, 1996 1995 ---- ---- Reconciliation of net income to net cash provided by operating activities: Net income $ 71,457 78,168 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 41,000 57,000 Increase in receivables (4,196) (23,027) Increase in payables 6,350 8,968 ------- ------- Net cash provided by operating activities $ 114,611 121,109 ======= ======= 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. Results of Operations A. General Comparison of the Quarters Ended March 31, 1996 and 1995 The following table provides certain information regarding performance factors for the quarters ended March 31, 1996 and 1995: Three Months Ended Percentage March 31, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 18.27 16.69 9% Average price per mcf of gas $ 2.01 1.87 7% Oil production in barrels 10,100 13,100 (23%) Gas production in mcf 27,100 26,500 2% Income from net profits interests $ 148,744 173,296 (14%) Partnership distributions $ 128,000 125,000 2% Limited partner distributions $ 115,200 112,500 2% Per unit distribution to limited partners $ 7.68 7.50 2% Number of limited partner units 15,000 15,000 Revenues The Partnership's income from net profits interests decreased to $148,744 from $173,296 for the quarters ended March 31, 1996 and 1995, respectively, a decrease of 14%. The principal factors affecting the comparison of the quarters ended March 31, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended March 31, 1996 as compared to the quarter ended March 31, 1995 by 9%, or $1.58 per barrel, resulting in an increase of approximately $20,700 in income from net profits interests. Oil sales represented 77% of total oil and gas sales during the quarter ended March 31, 1996 as compared to 81% during the quarter ended March 31, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 7%, or $.14 per mcf, resulting in an increase of approximately $3,700 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 $24,400. 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 3,000 barrels or 23% during the quarter ended March 31, 1996 as compared to the quarter ended March 31, 1995, resulting in a decrease of approximately $54,800 in income from net profits interests. Gas production increased approximately 600 mcf or 2% during the same period, resulting in an increase of approximately $1,200 in income from net profits interests. The net total decrease in income from net profits interests due to the change in production is approximately $53,600. The decrease in oil production is a result of downhole problems. 3. Lease operating costs and production taxes were 4% lower, or approximately $4,100 less during the quarter ended March 31, 1996 as compared to the quarter ended March 31, 1995. Costs and Expenses Total costs and expenses decreased to $77,579 from $95,622 for the quarters ended March 31, 1996 and 1995, respectively, a decrease of 19%. 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 5% or approximately $2,000 during the quarter ended March 31, 1996 as compared to the quarter ended March 31, 1995. 2. Depletion expense decreased to $41,000 for the quarter ended March 31, 1996 from $57,000 for the same period in 1995. This represents a decrease of 28%. 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. Consequently, depletion will generally fluctuate in direct relation to oil and gas revenues. As noted above, oil and gas revenues declined due to a decrease in production for the quarter ended March 31, 1996 as compared to the same period for 1995. Depletion reflected a comparable decline. 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 $114,600 in the three months ended March 31, 1996 as compared to approximately $121,100 in the three months ended March 31, 1995. The primary source of the 1996 cash flow from operating activities was profitable operations. Cash flows used in financing activities were approximately $127,900 in the three months ended March 31, 1996 as compared to approximately $124,600 in the three months ended March 31, 1995. The only use in financing activities was the distributions to partners. Total distributions during the three months ended March 31, 1996 were $128,000 of which $115,200 was distributed to the limited partners and $12,800 to the general partners. The per unit distribution to limited partners during the three months ended March 31, 1996 was $7.68. Total distributions during the three months ended March 31, 1995 were $125,000 of which $112,500 was distributed to the limited partners and $12,500 to the general partners. The per unit distribution to limited partners during the three months ended March 31, 1995 was $7.50. The source for the 1996 distributions of $128,000 was oil and gas operations of approximately $114,600, with the balance from available cash on hand at the beginning of the period. The source for the 1995 distributions of $125,000 was oil and gas operations of approximately $121,100, with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $7,845,644 have been made to the partners. As of March 31, 1996, $7,069,116 or $471.27 per limited partner unit has been distributed to the limited partners, representing a 94% return of the capital contributed. As of March 31, 1996, the Partnership had approximately $135,400 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. PAGE 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. 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 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: May 11, 1996