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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, 2002
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 16.
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, 2001 which are found in the Registrant's Form
10-K Report for 2001 filed with the Securities and Exchange Commission.
The December 31, 2001 balance sheet included herein has been taken from the
Registrant's 2001 Form 10-K Report. Operating results for the three and
six month periods ended June 30, 2002 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,
2002 2001
--------- ------------
(unaudited)
Assets
------
Current assets:
Cash and cash equivalents $ 30,531 52,669
Receivable from Managing General Partner 96,250 39,957
- --------- ---------
Total current assets
126,781 92,626
- --------- ---------
Oil and gas properties - using the full-
cost method of accounting 4,505,788 4,504,731
Less accumulated depreciation,
depletion and amortization
4,093,691 4,071,691
- --------- ---------
Net oil and gas properties
412,097 433,040
- --------- ---------
$
538,878 525,666
========= =========
Liabilities and Partners' Equity
--------------------------------
Current liability - distribution payable $ 1,232 1,360
- --------- ---------
Partners' equity:
General partners (580,690) (582,024)
Limited partners 1,118,336 1,106,330
- --------- ---------
Total partners' equity
537,646 524,306
- --------- ---------
$
538,878 525,666
========= =========
Southwest Oil & Gas Income Fund VII-A, L.P.
Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues
--------
Oil and gas $ 225,894 225,236 370,273 460,225
Interest 180 1,451 349 2,509
Miscellaneous settlement 5,087 - 5,087 -
------- ------- ------- -------
231,161 226,687 375,709 462,734
------- ------- ------- -------
Expenses
--------
Production 81,937 78,870 148,215 152,497
General and administrative 28,336 29,539 58,154 58,217
Depreciation, depletion and
amortization 13,000 16,000 22,000 27,000
------- ------- ------- -------
123,273 124,409 228,369 237,714
------- ------- ------- -------
Net income $ 107,888 102,278 147,340 225,020
======= ======= ======= =======
Net income allocated to:
Managing General Partner $ 9,710 9,205 13,261 20,252
======= ======= ======= =======
General Partner $ 1,079 1,023 1,473 2,250
======= ======= ======= =======
Limited partners $ 97,099 92,050 132,606 202,518
======= ======= ======= =======
Per limited partner unit $ 6.47 6.14 8.84 13.50
======= ======= ======= =======
Southwest Oil & Gas Income Fund VII-A, L.P.
Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
2002 2001
---- ----
Cash flows from operating activities:
Cash received from oil and gas sales $ 318,200 487,117
Cash paid to suppliers (210,589) (225,502)
Interest received 349 2,509
Miscellaneous settlement 5,087 -
-------- --------
Net cash provided by operating activities 113,047 264,124
-------- --------
Cash flows from investing activities:
Sale of oil and gas properties - 100
Additions to oil and gas properties (1,057) (1,839)
-------- --------
Net cash used in investing activities (1,057) (1,739)
-------- --------
Cash flows used in financing activities:
Distributions to partners (134,128) (276,622)
-------- --------
Net decrease in cash and cash equivalents (22,138) (14,237)
Beginning of period 52,669 68,661
-------- --------
End of period $ 30,531 54,424
======== ========
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 147,340 225,020
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 22,000 27,000
(Increase) decrease in receivables (52,073) 26,892
Decrease in payables (4,220) (14,788)
-------- -------
Net cash provided by operating activities $ 113,047 264,124
======== =======
Southwest Oil & Gas Income Fund VII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Oil & Gas Income Fund VII-A, L.P. was organized under the
laws of the state of Delaware on January 30, 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. 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% -
Amortization of organization costs 100% -
Property acquisition costs 100% -
Gain/loss on property dispositions 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, 2002, and for the
three and six months ended June 30, 2002, 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, 2001.
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.
Based on current conditions, management anticipates performing workovers
during 2002 to enhance production. The partnership may have an increase in
production volumes for the year 2002, otherwise, the partnership will most
likely experience the historical production decline of approximately 10%
per year.
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, 2002, the net capitalized costs did not
exceed the estimated present value of oil and gas reserves.
Under the units of revenue method, the Partnership computes the provision
by multiplying the total unamortized cost of oil and gas properties by an
overall rate determined by dividing (a) oil and gas revenues during the
period by (b) the total future gross oil and gas revenues as estimated by
the Partnership's independent petroleum consultants. It is reasonably
possible that those estimates of anticipated future gross revenues, the
remaining estimated economic life of the product, or both could be changed
significantly in the near term due to the potential fluctuation of oil and
gas prices or production. The depletion estimate would also be affected by
this change.
Critical Accounting Policies
Full cost ceiling calculations The Partnership follows the full cost method
of accounting for its oil and gas properties. The full cost method
subjects companies to quarterly calculations of a "ceiling", or limitation
on the amount of properties that can be capitalized on the balance sheet.
If the Partnership's capitalized costs are in excess of the calculated
ceiling, the excess must be written off as an expense.
The Partnership's discounted present value of its proved oil and natural
gas reserves is a major component of the ceiling calculation, and
represents the component that requires the most subjective judgments.
Estimates of reserves are forecasts based on engineering data, projected
future rates of production and the timing of future expenditures. The
process of estimating oil and natural gas reserves requires substantial
judgment, resulting in imprecise determinations, particularly for new
discoveries. Different reserve engineers may make different estimates of
reserve quantities based on the same data. The Partnership's reserve
estimates are prepared by outside consultants.
The passage of time provides more qualitative information regarding
estimates of reserves, and revisions are made to prior estimates to reflect
updated information. However, there can be no assurance that more
significant revisions will not be necessary in the future. If future
significant revisions are necessary that reduce previously estimated
reserve quantities, it could result in a full cost property writedown. In
addition to the impact of these estimates of proved reserves on calculation
of the ceiling, estimates of proved reserves are also a significant
component of the calculation of DD&A.
While the quantities of proved reserves require substantial judgment, the
associated prices of oil and natural gas reserves that are included in the
discounted present value of the reserves do not require judgment. The
ceiling calculation dictates that prices and costs in effect as of the last
day of the period are generally held constant indefinitely. Because the
ceiling calculation dictates that prices in effect as of the last day of
the applicable quarter are held constant indefinitely, the resulting value
is not indicative of the true fair value of the reserves. Oil and natural
gas prices have historically been cyclical and, on any particular day at
the end of a quarter, can be either substantially higher or lower than the
Partnership's long-term price forecast that is a barometer for true fair
value.
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.
Results of Operations
A. General Comparison of the Quarters Ended June 30, 2002 and 2001
The following table provides certain information regarding performance
factors for the quarters ended June 30, 2002 and 2001:
Three Months
Ended Percentage
June 30, Increase
2002 2001 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 24.20 24.96 (3%)
Average price per mcf of gas $ 3.07 4.43 (31%)
Oil production in barrels 5,400 5,100 6%
Gas production in mcf 31,000 17,600 76%
Gross oil and gas revenue $ 225,894 225,236 -
Net oil and gas revenue $ 143,957 146,366 (2%)
Partnership distributions $ 90,000 125,000 (28%)
Limited partner distributions $ 81,000 112,500 (28%)
Per unit distribution to limited
partners $ 5.40 7.50 (28%)
Number of limited partner units 15,000 15,000
Revenues
The Partnership's oil and gas revenues increased to $225,894 from $225,236
for the quarters ended June 30, 2002 and 2001, respectively, an increase of
less than 1%. The principal factors affecting the comparison of the
quarters ended June 30, 2002 and 2001 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the quarter ended June 30, 2002 as compared to the
quarter ended June 30, 2001 by 3%, or $.76 per barrel, resulting in a
decrease of approximately $4,100 in revenues. Oil sales represented
58% of total oil and gas sales during the quarter ended June 30, 2002
as compared to 62% during the quarter ended June 30, 2001.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 31%, or $1.36 per mcf, resulting in
a decrease of approximately $42,200 in revenues.
The total decrease in revenues due to the change in prices received
from oil and gas production is approximately $46,300. 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 increased approximately 300 barrels or 6% during the
quarter ended June 30, 2002 as compared to the quarter ended June 30,
2001, resulting in an increase of approximately $7,500 in revenues.
Gas production increased approximately 13,400 mcf or 76% during the
same period, resulting in an increase of approximately $59,400 in
revenues.
The total increase in revenues due to the change in production is
approximately $66,900. The increase in gas production is due to an
adjustment of gas balancing for a non-operated lease.
Costs and Expenses
Total costs and expenses decreased to $123,273 from $124,409 for the
quarters ended June 30, 2002 and 2001, respectively, a decrease of 1%. The
decrease is the result of lower depletion expense and general and
administrative expense, partially offset by an increase in lease operating
costs.
1. Lease operating costs and production taxes were 4% higher, or
approximately $3,100 more during the quarter ended June 30, 2002 as
compared to the quarter ended June 30, 2001.
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 4%
or approximately $1,200 during the quarter ended June 30, 2002 as
compared to the quarter ended June 30, 2001.
3. Depletion expense decreased to $13,000 for the quarter ended June 30,
2002 from $16,000 for the same period in 2001. This represents a
decrease 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.
B. General Comparison of the Six Month Periods Ended June 30, 2002 and
2001
The following table provides certain information regarding performance
factors for the six month periods ended June 30, 2002 and 2001:
Six Months
Ended Percentage
June 30, Increase
2002 2001 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 21.61 25.89 (17%)
Average price per mcf of gas $ 2.59 5.36 (52%)
Oil production in barrels 10,400 9,800 6%
Gas production in mcf 56,200 38,500 46%
Gross oil and gas revenue $ 370,273 460,225 (20%)
Net oil and gas revenue $ 222,058 307,728 (28%)
Partnership distribution $ 134,000 275,010 (51%)
Limited partner distributions $ 120,600 247,509 (51%)
Per unit distribution to limited
partners $ 8.04 16.50 (51%)
Number of limited partner units 15,000 15,000
Revenues
The Partnership's oil and gas revenues decreased to $370,273 from $460,225
for the six months ended June 30, 2002 and 2001, respectively, a decrease
of 20%. The principal factors affecting the comparison of the six months
ended June 30, 2002 and 2001 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the six months ended June 30, 2002 as compared to the
six months ended June 30, 2001 by 17%, or $4.28 per barrel, resulting
in a decrease of approximately $44,500 in revenues. Oil sales
represented 61% of total oil and gas sales during the six months ended
June 30, 2002 as compared to 55% during the six months ended June 30,
2001.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 52%, or $2.77 per mcf, resulting in
a decrease of approximately $155,700 in revenues.
The total decrease in revenues due to the change in prices received
from oil and gas production is approximately $200,200. 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 increased approximately 600 barrels or 6% during the six
months ended June 30, 2002 as compared to the six months ended June 30,
2001, resulting in an increase of approximately $15,500 in revenues.
Gas production increased approximately 17,700 mcf or 46% during the
same period, resulting in an increase of approximately $94,900 in
revenues.
The total increase in revenues due to the change in production is
approximately $110,400. The increase in gas production is due to an
adjustment of gas balancing for a non-operated lease.
Costs and Expenses
Total costs and expenses decreased to $228,369 from $237,714 for the six
months ended June 30, 2002 and 2001, respectively, a decrease of 4%. The
decrease is the result of lower lease operating costs, depletion expense
and general and administrative expense.
1. Lease operating costs and production taxes were 3% lower, or
approximately $4,300 less during the six months ended June 30, 2002 as
compared to the six months ended June 30, 2001.
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
less than 1% or approximately $60 during the six months ended June 30,
2002 as compared to the six months ended June 30, 2001.
3. Depletion expense decreased to $22,000 for the six months ended June
30, 2002 from $27,000 for the same period in 2001. This represents a
decrease 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.
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 $113,000 in
the six months ended June 30, 2002 as compared to approximately $264,100 in
the six months ended June 30, 2001. The primary source of the 2002 cash
flow from operating activities was profitable operations.
Cash flows used in investing activities were approximately $1,100 in the
six months ended June 30, 2002 as compared to approximately $1,700 in the
six months ended June 30, 2001. The principle use of the 2002 cash flow
from investing activities was the additions to oil and gas properties.
Cash flows used in financing activities were approximately $134,100 in the
six months ended June 30, 2002 as compared to approximately $276,600 in the
six months ended June 30, 2001. The only use in financing activities was
the distributions to partners.
Total distributions during the six months ended June 30, 2002 were $134,000
of which $120,600 was distributed to the limited partners and $13,400 to
the general partners. The per unit distribution to limited partners during
the six months ended June 30, 2002 was $8.04. Total distributions during
the six months ended June 30, 2001 were $275,010 of which $247,509 was
distributed to the limited partners and $27,501 to the general partners.
The per unit distribution to limited partners during the six months ended
June 30, 2001 was $16.50.
The sources for the 2002 distributions of $134,000 were oil and gas
operations of approximately $113,000, the change in oil and gas properties
of approximately $(1,100), with the balance from available cash on hand at
the beginning of the period. The source for the 2001 distributions of
$275,010 was oil and gas operations of approximately $264,100, with the
balance from available cash on hand at the beginning of the period.
Since inception of the Partnership, cumulative monthly cash distributions
of $10,938,312 have been made to the partners. As of June 30, 2002,
$9,862,695 or $657.51 per limited partner unit has been distributed to the
limited partners, representing a 132% return of the capital contributed.
As of June 30, 2002, the Partnership had approximately $125,500 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.
Recent Accounting Pronouncements
The FASB has issued Statement No. 143 "Accounting for Asset Retirement
Obligations" which establishes requirements for the accounting of removal-
type costs associated with asset retirements. The standard is effective
for fiscal years beginning after June 15, 2002, with earlier application
encouraged. The Managing General Partner is currently assessing the impact
on the partnerships financial statements.
On October 3, 2001, the FASB issued Statements No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets." This pronouncement
supercedes FAS 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed" and eliminates the requirement of
Statement 121 to allocate goodwill to long-lived assets to be tested for
impairment. The provisions of this statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years. The Managing General Partner
believes that the impact from SFAS No. 144 on the Partnerships financial
position and results of operation should not be significantly different
from that of SFAS No. 121.
April 2002, FASB issued SFAS No. 145, "Rescission of SFAS No. 4, 44,
and 64, Amendment of SFAS No. 13, and Technical Corrections." This
Statement rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt", and an amendment of that Statement, SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements". This
Statement also rescinds or amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. This standard is
effective for fiscal years beginning after May 15, 2002. The Managing
General Partner believes that the adoption of this statement will not have
a significant impact on the Partnerships financial statements.
In July 2002, FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities" which establishes requirements
for financial accounting and reporting for costs associated with exit or
disposal activities. This standard is effective for exit or disposal
activities initiated after December 31, 2002. The Managing General Partner
is currently assessing the impact of this statement on the Partnerships'
future financial statements.
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 ended June 30, 2002.
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 14, 2002