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 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. PAGE 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. PAGE Southwest Royalties Institutional Income Fund VII-B, L.P. Balance Sheets June 30, December 31, 1996 1995 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 20,735 28,684 Receivable from Managing General Partner 107,343 122,722 --------- --------- Total current assets 128,078 151,406 --------- --------- Oil and gas properties - using the full cost method of accounting 4,353,685 4,353,685 Less accumulated depreciation, depletion and amortization 2,780,370 2,699,370 --------- --------- Net oil and gas properties 1,573,315 1,654,315 --------- --------- $ 1,701,393 1,805,721 ========= ========= Liabilities and Partners' Equity Current liability - Distributions payable $ 779 418 --------- --------- Partners' equity: General partners (474,708) (464,239) Limited partners 2,175,322 2,269,542 --------- --------- Total partners' equity 1,700,614 1,805,303 --------- --------- $ 1,701,393 1,805,721 ========= ========= Southwest Royalties Institutional Income Fund VII-B, L.P. Statements of Operations (unaudited) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Revenues Income from net profits interests $ 147,861 186,409 296,606 359,704 Interest 446 651 738 1,145 ------- ------- ------- ------- 148,307 187,060 297,344 360,849 ------- ------- ------- ------- Expenses General and administrative 27,454 28,024 64,033 66,646 Depreciation, depletion and amortization 40,000 60,000 81,000 117,000 ------- ------- ------- ------- 67,454 88,024 145,033 183,646 ------- ------- ------- ------- Net income $ 80,853 99,036 152,311 177,203 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 7,277 8,913 13,708 15,948 ======= ======= ======= ======= General Partner $ 809 990 1,523 1,772 ======= ======= ======= ======= Limited Partners $ 72,767 89,133 137,080 159,483 ======= ======= ======= ======= Per limited partner unit $ 4.85 5.94 9.14 10.63 ======= ======= ======= ======= Southwest Royalties Institutional Income Fund VII-B, L.P. Statements of Cash Flows (unaudited) Six Months Ended June 30, 1996 1995 Cash flows from operating activities: Cash received from income from net profits interests $ 311,985 329,936 Cash paid to suppliers (64,033) (66,649) Interest received 738 1,145 ------- ------- Net cash provided by operating activities 248,690 264,432 ------- ------- Cash flows used in financing activities: Distributions to partners (256,639) (261,970) ------- ------- Net increase (decrease) in cash and cash equivalents (7,949) 2,462 Beginning of period 28,684 29,657 ------- ------- End of period $ 20,735 32,119 ======= ======= (continued) Southwest Royalties Institutional Income Fund VII-B, 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 $ 152,311 177,203 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 81,000 117,000 (Increase) decrease in receivables 15,379 (29,768) Decrease in payables - (3) ------- ------- Net cash provided by operating activities $ 248,690 264,432 ======= ======= 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. 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 $ 20.93 17.70 18% Average price per mcf of gas $ 2.18 1.73 26% Oil production in barrels 8,900 12,100 (26%) Gas production in mcf 24,000 40,900 (41%) Income from net profits interests $ 147,861 186,409 (21%) Partnership distributions $ 129,000 137,000 (6%) Limited partner distributions $ 116,100 123,300 (6%) Per unit distribution to limited partners $ 7.74 8.22 (6%) Number of limited partner units 15,000 15,000 Revenues The Partnership's income from net profits interests decreased to $147,861 from $186,409 for the quarters ended June 30, 1996 and 1995, respectively, a decrease of 21%. 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 $3.23 per barrel, resulting in an increase of approximately $39,100 in income from net profits interests. Oil sales represented 78% of total oil and gas sales during the quarter ended June 30, 1996 as compared to 75% during the quarter ended June 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 26%, or $.45 per mcf, resulting in an increase of approximately $18,400 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 $57,500. 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 3,200 barrels or 26% during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995, resulting in a decrease of approximately $67,000 in income from net profits interests. Gas production decreased approximately 16,900 mcf or 41% during the same period, resulting in a decrease of approximately $36,800 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $103,800. The decrease in production is primarily attributable to the sale of property and lease downtime. 3. Lease operating costs and production taxes were 8% lower, or approximately $7,900 less during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. Costs and Expenses Total costs and expenses decreased to $67,454 from $88,024 for the quarters ended June 30, 1996 and 1995, respectively, a decrease of 23%. 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 2% or approximately $600 during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. 2. Depletion expense decreased to $40,000 for the quarter ended June 30, 1996 from $60,000 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 $ 19.52 17.17 14% Average price per mcf of gas $ 2.09 1.79 17% Oil production in barrels 19,000 25,200 (25%) Gas production in mcf 51,000 67,400 (24%) Income from net profits interests $ 296,606 359,704 (18%) Partnership distributions $ 257,000 262,000 (2%) Limited partner distributions $ 231,300 235,800 (2%) Per unit distribution to limited partners $ 15.42 15.72 (2%) Number of limited partner units 15,000 15,000 Revenues The Partnership's income from net profits interests decreased to $296,606 from $359,704 for the six months ended June 30, 1996 and 1995, respectively, a decrease of 18%. 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 14%, or $2.35 per barrel, resulting in an increase of approximately $59,200 in income from net profits interests. Oil sales represented 78% of total oil and gas sales during the six months ended June 30, 1996 and 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 17%, or $.30 per mcf, resulting in an increase of approximately $20,200 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 $79,400. 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 6,200 barrels or 25% during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995, resulting in a decrease of approximately $121,000 in income from net profits interests. Gas production decreased approximately 16,400 mcf or 24% during the same period, resulting in a decrease of approximately $34,300 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $155,300. The decrease in production is primarily attributable to the sale of property and lease downtime. 3. Lease operating costs and production taxes were 6% lower, or approximately $12,000 less during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995. Costs and Expenses Total costs and expenses decreased to $145,033 from $183,646 for the six months ended June 30, 1996 and 1995, respectively, a decrease of 21%. 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 4% or approximately $2,600 during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995. 2. Depletion expense decreased to $81,000 for the six months ended June 30, 1996 from $117,000 for the same period in 1995. This represents a decrease of 31%. 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 $248,700 in the six months ended June 30, 1996 as compared to approximately $264,400 in the six months ended June 30, 1995. The primary source of the 1996 cash flow from operating activities was profitable operations. Cash flows used in financing activities were approximately $256,600 in the six months ended June 30, 1996 as compared to approximately $262,000 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 $257,000 of which $231,300 was distributed to the limited partners and $25,700 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1996 was $15.42. Total distributions during the six months ended June 30, 1995 were $262,000 of which $235,800 was distributed to the limited partners and $26,200 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1995 was $15.72. The source for the 1996 distributions of $257,000 was oil and gas operations of approximately $248,700, with the balance from available cash on hand at the beginning of the period. The source for the 1995 distributions of $262,000 was oil and gas operations of approximately $264,400 resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $7,974,644 have been made to the partners. As of June 30, 1996, $7,185,216 or $479.01 per limited partner unit has been distributed to the limited partners, representing a 96% return of the capital contributed. As of June 30, 1996, the Partnership had approximately $127,300 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. 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 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 12, 1996