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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, 1998
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 0-17707
Southwest Oil & Gas Income Fund VIII-A, L.P.
(Exact name of registrant as specified
in its limited partnership agreement)
Delaware 75-2220097
(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 13.
<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, 1997 which are found in the Registrant's Form
10-K Report for 1997 filed with the Securities and Exchange Commission.
The December 31, 1997 balance sheet included herein has been taken from the
Registrant's 1997 Form 10-K Report. Operating results for the three month
period ended March 31, 1998 are not necessarily indicative of the results
that may be expected for the full year.
<PAGE>
Southwest Oil & Gas Income Fund VIII-A, L.P.
Balance Sheets
March 31, December 31,
1998 1997
---- ----
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 14,821 2,669
Receivable from Managing General Partner 80,912 141,933
Other Receivable - 40,239
--------- ---------
Total current assets 95,733 184,841
--------- ---------
Oil and gas properties - using
the full-cost method of accounting 5,400,442 5,406,615
Less accumulated depreciation,
depletion and amortization 4,334,109 4,281,109
--------- ---------
Net oil and gas properties 1,066,333 1,125,506
--------- ---------
$ 1,162,066 1,310,347
========= =========
Liabilities and Partners' Equity
Current liabilities - Distributions payable 281 686
--------- ---------
Partners' equity:
General partners 1,642 10,405
Limited partners 1,160,143 1,299,256
--------- ---------
Total partners' equity 1,161,785 1,309,661
--------- ---------
$ 1,162,066 1,310,347
========= =========
<PAGE>
Southwest Oil & Gas Income Fund VIII-A, L.P.
Statements of Operations
(unaudited)
Three Months Ended
March 31,
1998 1997
---- ----
Revenues
Oil and gas $ 278,986 377,458
Interest 784 735
------- -------
279,770 378,193
------- -------
Expenses
Production 197,669 205,701
General and administrative 34,741 34,024
Depreciation, depletion and amortization 53,000 26,000
------- -------
285,410 265,725
------- -------
Net income (loss) $ (5,640) 112,468
======= =======
Net income (loss) allocated to:
Managing General Partner $ 4,262 12,462
======= =======
General partner $ 474 1,385
======= =======
Limited partners $ (10,376) 98,621
======= =======
Per limited partner unit $ (.77) 7.25
======= =======
<PAGE>
Southwest Oil & Gas Income Fund VIII-A, L.P.
Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
1998 1997
---- ----
Cash flows from operating activities:
Cash received from oil and gas sales $ 331,666 477,273
Cash paid to suppliers (224,069) (259,524)
Interest received 784 735
-------- --------
Net cash provided by operating activities 108,381 218,484
-------- --------
Cash flows from investing activities:
Sale of oil and gas properties 50,634 72
Additions to oil and gas properties (4,222) (6,046)
-------- --------
Net cash provided by (used in) investing
activities 46,412 (5,974)
-------- --------
Cash flows used in financing activities:
Distributions to partners (142,641) (245,082)
-------- --------
Net increase (decrease) in cash and
cash equivalents 12,152 (32,572)
Beginning of period 2,669 55,844
-------- --------
End of period $ 14,821 23,272
======== ========
(continued)
<PAGE>
Southwest Oil & Gas Income Fund VIII-A, L.P.
Statements of Cash Flows, continued
(unaudited)
Three Months Ended
March 31,
1998 1997
---- ----
Reconciliation of net income (loss) to net cash
provided by operating activities:
Net income (loss) $ (5,640) 112,468
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation, depletion and amortization 53,000 26,000
Decrease in receivables 52,680 99,815
Increase (decrease) in payables 8,341 (19,799)
------- -------
Net cash provided by operating activities $ 108,381 218,484
======= =======
Supplemental schedule of noncash investing
and financial activities:
Overcharge for oil and gas properties
included in receivable from Managing General
Partner $ - 5,404
<PAGE>
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Oil & Gas Income Fund VIII-A, L.P. was organized under the
laws of the state of Delaware on November 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 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% -
Amortization of organization costs 100% -
Syndication 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 100% -
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, 1998, and for the
three months ended March 31, 1998, 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, 1997.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Southwest Oil & Gas Income Fund VIII-A, L.P. was organized as a Delaware
limited partnership on November 30, 1987. The offering of such limited
partnership interests began on March 31, 1988, minimum capital requirements
were met on July 6, 1988, and the offering concluded on March 31, 1989,
with total limited partner contributions of $6,798,000.
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 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 next year to enhance production. The Partnership may undergo an
increase in 1998. Thereafter, the Partnership could possibly experience a
normal decline of 10% to 12% per year.
<PAGE>
Results of Operations
A. General Comparison of the Quarters Ended March 31, 1998 and 1997
The following table provides certain information regarding performance
factors for the quarters ended March 31, 1998 and 1997:
Three Months
Ended Percentage
March 31, Increase
1998 1997 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 14.20 21.62 (34%)
Average price per mcf of gas $ 2.48 2.37 5%
Oil production in barrels 15,800 15,000 5%
Gas production in mcf 22,100 22,400 (1%)
Gross oil and gas revenue $ 278,986 377,458 (26%)
Net oil and gas revenue $ 81,317 171,757 (53%)
Partnership distributions $ 142,237 245,000 (42%)
Limited partner distributions $ 128,737 220,500 (42%)
Per unit distribution to limited
partners $ 9.47 16.22 (42%)
Number of limited partner units 13,596 13,596
Revenues
The Partnership's oil and gas revenues decreased to $278,986 from $377,458
for the quarters ended March 31, 1998 and 1997, respectively, a decrease of
26%. The principal factors affecting the comparison of the quarters ended
March 31, 1998 and 1997 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the quarter ended March 31, 1998 as compared to the
quarter ended March 31, 1997 by 34%, or $7.42 per barrel, resulting in
a decrease of approximately $111,300 in revenues. Oil sales
represented 80% of total oil and gas sales during the quarter ended
March 31, 1997 as compared to 20% during the quarter ended March 31,
1997.
The average price for an mcf of gas received by the Partnership
increased during the same period by 5%, or $.11 per mcf, resulting in
an increase of approximately $2,464 in revenues.
The total net decrease in revenues due to the change in prices received
from oil and gas production is approximately $108,836. 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.
<PAGE>
2. Oil production increased approximately 800 barrels or 5% during the
quarter ended March 31, 1998 as compared to the quarter ended March 31,
1997, resulting in an increase of approximately $11,360 in revenues.
Gas production decreased approximately 300 mcf or 1% during the same
period, resulting in a decrease of approximately $744 in revenues.
The total net increase in revenues due to the change in production is
approximately $11,060.
Costs and Expenses
Total costs and expenses increased to $285,410 from $265,725 for the
quarters ended March 31, 1998 and 1997, respectively, an increase of 7%.
The increase is the result of higher general and administrative expense and
depletion expense partially offset by lease operating cost.
1. Lease operating costs and production taxes were 4% lower, or
approximately $8,032 less during the quarter ended March 31, 1998 as
compared to the quarter ended March 31, 1997.
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 increased 2%
or approximately $717 during the quarter ended March 31, 1998 as
compared to the quarter ended March 31, 1997.
3. Depletion expense increased to $53,000 for the quarter ended March 31,
1998 from $26,000 for the same period in 1997. This represents an
increase of 104%. 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 used to determine the
Partnership's reserve for January 1, 1998 as compared to 1997.
<PAGE>
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 $108,400 in
the quarter ended March 31, 1998 as compared to approximately $218,500 in
the quarter ended March 31, 1997. The primary source of the 1998 cash flow
from operating activities was profitable operations.
Cash flows provided by or (used in) investing activities were approximately
$46,400 in the quarter ended March 31, 1998 as compared to approximately
$(6,000) in the quarter ended March 31, 1997. The principle source of the
1998 cash flow from investing activities was the sale of oil and gas
properties.
Cash flows used in financing activities were approximately $142,600 in the
quarter ended March 31, 1998 as compared to approximately $245,100 in the
quarter ended March 31, 1997. The only use in financing activities was the
distributions to partners.
Total distributions during the quarter ended March 31, 1998 were $142,237
of which $128,737 was distributed to the limited partners and $13,500 to
the general partners. The per unit distribution to limited partners during
the quarter ended March 31, 1998 was $9.47. Total distributions during the
quarter ended March 31, 1997 were $245,000 of which $220,500 was
distributed to the limited partners and $24,500 to the general partners.
The per unit distribution to limited partners during the quarter ended
March 31, 1997 was $16.22.
The sources for the 1998 distributions of $142,600 were oil and gas
operations of approximately $108,400 and the sale of oil and gas properties
of approximately $46,400. The sources for the 1997 distributions of
$245,000 were oil and gas operations of approximately $218,500 and the sale
of oil and gas properties of approximately $70, offset by additions to oil
and gas properties of approximately $6,000, with the balance from available
cash on hand at the beginning of the period.
Since inception of the Partnership, cumulative monthly cash distributions
of $6,998,888 have been made to the partners. As of March 31, 1998,
$6,339,367 or $466.27 per limited partner unit has been distributed to the
limited partners, representing a 93% return of the capital contributed.
As of March 31, 1998, the Partnership had approximately $95,452 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) 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.
<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 OIL & GAS
INCOME FUND VIII-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: May 15, 1998
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at March 31, 1998 (Unaudited) and the Statement of
Operations for the Three Months Ended March 31, 1998 (Unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 14,821
<SECURITIES> 0
<RECEIVABLES> 80,912
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 95,733
<PP&E> 5,400,442
<DEPRECIATION> 4,334,109
<TOTAL-ASSETS> 1,162,066
<CURRENT-LIABILITIES> 281
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,161,785
<TOTAL-LIABILITY-AND-EQUITY> 1,162,066
<SALES> 278,986
<TOTAL-REVENUES> 279,770
<CGS> 197,669
<TOTAL-COSTS> 197,669
<OTHER-EXPENSES> 87,741
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,640)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,640)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,640)
<EPS-PRIMARY> (.77)
<EPS-DILUTED> (.77)
</TABLE>
