Page 15 of 14
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 September 30, 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 0-16494
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(Exact name of registrant as specified
in its limited partnership agreement)
Delaware 75-2220418
(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 15.
<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 note 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 and
nine month periods ended September 30, 1998 are not necessarily indicative
of the results that may be expected for the full year.
<PAGE>
Southwest Royalties Institutional Income Fund VIII-B, L.P.
Balance Sheets
September 30, December 31,
1998 1997
------------- ------------
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 21,275 3,347
Receivable from Managing General Partner 30,724 122,681
Other receivable - 47,829
--------- ---------
Total current assets 51,999 173,857
--------- ---------
Oil and gas properties - using the
full cost method of accounting 4,143,478 4,147,890
Less accumulated depreciation,
depletion and amortization 3,206,434 3,102,434
--------- ---------
Net oil and gas properties 937,044 1,045,456
--------- ---------
$ 989,043 1,219,313
========= =========
Liabilities and Partners' Equity
Current liability - Distribution payable $ 439 112
--------- ---------
Partners' equity
General partners 266 11,093
Limited partners 988,338 1,208,108
--------- ---------
Total partners' equity 988,604 1,219,201
--------- ---------
$ 989,043 1,219,313
========= =========
<PAGE>
Southwest Royalties Institutional Income Fund VIII-B, L.P.
Statements of Operations
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
Revenues
Income from net profits
interests $ 29,359 105,841 170,531 441,902
Interest 390 370 2,023 1,267
Miscellaneous 3 - 2 -
------- ------- ------- -------
29,752 106,211 172,556 443,169
------- ------- ------- -------
Expenses
General and administrative 21,844 18,181 70,833 62,608
Depreciation, depletion and
amortization 11,000 19,000 104,000 65,000
------- ------- ------- -------
32,844 37,181 174,833 127,608
------- ------- ------- -------
Net income (loss) $ (3,092) 69,030 (2,277) 315,561
======= ======= ======= =======
Net income (loss) allocated to:
Managing General Partner $ 712 7,923 9,155 34,250
======= ======= ======= =======
General Partner $ 79 880 1,018 3,806
======= ======= ======= =======
Limited Partners $ (3,883) 60,227 (12,450) 277,505
======= ======= ======= =======
Per limited partner unit $ (.38) 5.94 (1.23) 27.35
======= ======= ======= =======
<PAGE>
Southwest Royalties Institutional Income Fund VIII-B, L.P.
Statements of Cash Flows
(unaudited)
Nine Months Ended
September 30,
1998 1997
---- ----
Cash flows from operating activities
Cash received from income from net
profits interests $ 234,208 528,721
Cash paid to suppliers (42,551) (62,608)
Interest received 2,023 1,267
------- -------
Net cash provided by operating activities 193,680 467,380
------- -------
Cash flows provided by investing activities
Cash received from sale of oil and gas
property interest 52,241 -
------- -------
Cash flows used in financing activities
Distributions to partners (227,993) (472,878)
------- -------
Net increase (decrease) in cash and cash
equivalents 17,928 (5,498)
Beginning of period 3,347 29,317
------- -------
End of period $ 21,275 23,819
======= =======
(continued)
<PAGE>
Southwest Royalties Institutional Income Fund VIII-B, L.P.
Statements of Cash Flows, continued
(unaudited)
Nine Months Ended
September 30,
1998 1997
---- ----
Reconciliation of net income (loss)to net
cash provided by operating activities
Net income (loss) $ (2,277) 315,561
Adjustments to reconcile net income (loss) to
net cash provided by operating activities
Depreciation, depletion and amortization 104,000 65,000
Decrease in receivables 63,677 86,819
Increase in payables 28,280 -
--------- ---------
Net cash provided by operating activities $ 193,680 467,380
========= =========
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Southwest Royalties Institutional Income Fund VIII-B, L.P. was organized as
a Delaware limited partnership on November 30, 1987. The offering of such
limited partnership interests began March 31, 1988, minimum capital
requirements were met July 11, 1988, and concluded on March 31, 1989 with
total limited partner contributions of $5,073,500.
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, 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 does not anticipate performing
workovers during the next year. The Partnership could possibly experience
a normal decline of 8% to 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 September 30, 1998, the net capitalized costs did
not exceed the estimated present value of oil and gas reserves. A
continuation of the oil price environment experienced during the first
three quarters of 1998 will have an adverse affect on the Company's
revenues and operating cash flow. Also, further declines in oil prices
could result in additional decreases in the carrying value of the Company's
oil and gas properties.
<PAGE>
Results of Operations
A. General Comparison of the Quarters Ended September 30, 1998 and 1997
The following table provides certain information regarding performance
factors for the quarters ended September 30, 1998 and 1997:
Three Months
Ended Percentage
September 30, Increase
1998 1997 (Decrease)
---- ---- ---------
Average price per barrel of oil $ 12.10 18.03 (33%)
Average price per mcf of gas $ 1.98 2.44 (19%)
Oil production in barrels 12,000 12,100 (1%)
Gas production in mcf 14,700 13,700 7%
Income from net profits interests $ 29,359 105,841 (72%)
Partnership distributions $ 23,000 111,000 (79%)
Limited partner distributions $ 20,700 99,900 (79%)
Per unit distribution to limited partners $ 2.04 9.85 (79%)
Number of limited partner units 10,147 10,147
Revenues
The Partnership's income from net profits interests decreased to $29,359
from $105,841 for the quarters ended September 30, 1998 and 1997,
respectively, a decrease of 72%. The principal factors affecting the
comparison of the quarters ended September 30, 1998 and 1997 are as
follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the quarter ended September 30, 1998 as compared to
the quarter ended September 30, 1997 by 33%, or $5.93 per barrel,
resulting in a decrease of approximately $71,800 in income from net
profits interests. Oil sales represented 83% of total oil and gas
sales during the quarter ended September 30, 1998 as compared to 87%
during the quarter ended September 30, 1997.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 19%, or $.46 per mcf, resulting in
a decrease of approximately $6,300 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
$78,100. 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.
<PAGE>
2. Oil production decreased approximately 100 barrels or 1% during the
quarter ended September 30, 1998 as compared to the quarter ended
September 30, 1997, resulting in a decrease of approximately $1,200 in
income from net profits interests.
Gas production increased approximately 1,000 mcf or 7% during the same
period, resulting in an increase of approximately $2,000 in income from
net profits interests.
The net total increase in income from net profits interests due to the
change in production is approximately $800.
3. Lease operating costs and production taxes were 1% lower, or
approximately $700 less during the quarter ended September 30, 1998 as
compared to the quarter ended September 30, 1997.
Costs and Expenses
Total costs and expenses decreased to $32,844 from $37,181 for the quarters
ended September 30, 1998 and 1997, respectively, a decrease of 12%. The
decrease is the result of lower depletion expense, partially offset by an
increase in general and administrative expense and.
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 increased
20% or approximately $3,700 during the quarter ended September 30, 1998
as compared to the quarter ended September 30, 1997. The increase in
general and administrative costs are due largely to higher accounting
fees. The 10-Q's are now required to be reviewed based on new
accounting pronouncements.
2. Depletion expense decreased to $11,000 for the quarter ended September
30, 1998 from $19,000 for the same period in 1997. This represents a
decrease of 42%. 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
factor to the decline in depletion expense between the comparative
periods were the decrease in the price of oil, and thus the decline in
gross oil and gas revenues.
<PAGE>
B. General Comparison of the Nine Month Periods Ended September 30, 1998
and 1997
The following table provides certain information regarding performance
factors for the nine month periods ended September 30, 1998 and 1997:
Nine Months
Ended Percentage
September 30, Increase
1998 1997 (Decrease)
---- ---- ---------
Average price per barrel of oil $ 13.33 19.47 (32%)
Average price per mcf of gas $ 2.07 2.55 (19%)
Oil production in barrels 37,300 37,200 -
Gas production in mcf 39,300 41,800 (6%)
Income from net profits interests $ 170,531 441,902 (61%)
Partnership distributions $ 288,320 473,000 (51%)
Limited partner distributions $ 207,320 425,700 (51%)
Per unit distribution to limited partners $ 20.43 41.95 (51%)
Number of limited partner units 10,147 10,147
Revenues
The Partnership's income from net profits interests decreased to $170,531
from $441,902 for the nine months ended September 30, 1998 and 1997,
respectively, a decrease of 61%. The principal factors affecting the
comparison of the nine months ended September 30, 1998 and 1997 are as
follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the nine months ended September 30, 1998 as compared
to the nine months ended September 30, 1997 by 32%, or $6.14 per
barrel, resulting in a decrease of approximately $228,400 in income
from net profits interests. Oil sales represented 86% of total oil and
gas sales during the nine months ended September 30, 1998 as compared
to 87% during the nine months ended September 30, 1997.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 19%, or $.48 per mcf, resulting in
a decrease of approximately $20,100 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
$248,500. 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.
<PAGE>
2. Oil production increased approximately 100 barrels or less than 1%
during the nine months ended September 30, 1998 as compared to the nine
months ended September 30, 1997, resulting in an increase of
approximately $1,300 in income from net profits interests.
Gas production decreased approximately 2,500 mcf or 6% during the same
period, resulting in a decrease of approximately $5,200 in income from
net profits interests.
The net total decrease in income from net profits interests due to the
change in production is approximately $3,900.
3. Lease operating costs and production taxes were 5% higher, or
approximately $18,900 more during the nine months ended September 30,
1998 as compared to the nine months ended September 30, 1997.
Costs and Expenses
Total costs and expenses increased to $174,833 from $127,608 for the nine
months ended September 30, 1998 and 1997, respectively, an increase of 37%.
The increase is the result of higher 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 increased
13% or approximately $8,200 during the nine months ended September 30,
1998 as compared to the nine months ended September 30, 1997.
2. Depletion expense increased to $104,000 for the nine months ended
September 30, 1998 from $65,000 for the same period in 1997. This
represents an increase of 60%. 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 reserves for October 1, 1998 as compared to
January 1, 1997 and the decline in gross oil and gas revenues. The
decrease in price has also dropped the basis of the reserves because of
the negative economics on some wells.
<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 $193,700 in
the nine months ended September 30, 1998 as compared to approximately
$467,400 in the nine months ended September 30, 1997. The primary source
of the 1998 cash flow from operating activities was profitable operations.
Cash flows provided by investing activities were approximately $52,200 in
the nine months ended September 30, 1998. There were no cash flows
provided by investing activities in the nine months ended September 30,
1997.
Cash flows used in financing activities were approximately $228,000 in the
nine months ended September 30, 1998 as compared to approximately $472,900
in the nine months ended September 30, 1997. The only use in financing
activities was the distributions to partners.
Total distributions during the nine months ended September 30, 1998 were
$228,320 of which $207,320 was distributed to the limited partners and
$21,000 to the general partners. The per unit distribution to limited
partners during the nine months ended September 30, 1998 was $20.43. Total
distributions during the nine months ended September 30, 1997 were $473,000
of which $425,700 was distributed to the limited partners and $47,300 to
the general partners. The per unit distribution to limited partners during
the nine months ended September 30, 1997 was $41.95.
The sources for the 1998 distributions of $228,320 were oil and gas
operations of approximately $193,700 and the change in the oil and gas
properties of $52,200, resulting in excess cash for contingencies or
subsequent distributions. The source for the 1997 distributions of
$473,000 was oil and gas operations of approximately $467,400, with the
balance from available cash on hand at the beginning of the period.
Since inception of the Partnership, cumulative monthly cash distributions
of $5,569,435 have been made to the partners. As of September 30, 1998,
$5,032,761 or $495.99 per limited partner unit has been distributed to the
limited partners, representing a 99% return of the capital contributed.
As of September 30, 1998, the Partnership had approximately $51,600 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>
Information Systems for the Year 2000
The Partnership relies on the Managing General Partner for their data
processing requirements. This includes use of a program designed and
implemented by Midland Southwest Software, the Managing General Partner's
software subsidiary. Midland Southwest Software currently has a year 2000
plan in effect. They have surveyed existing programs and hardware and
estimate a compliance date of early 1999. Determination of the total cost
in connection with the year 2000 compliance issue is difficult to determine
due to the fact that they are in the process of developing their new 1998
version of marketed oil and gas software, which has, from inception,
included year 2000 compliance. Third party software programs utilized by
the Managing General Partner are either in compliance or are not affected
by the year 2000, with the exception of the payroll service, which is
currently modifying its system to accurately handle the Year 2000 issue.
The Managing General Partner has not completed its evaluation of its
vendors or suppliers systems to determine the effect, if any, the non-
compliance of such systems would have on the operations of the Managing
General Partner. Plans are under way to perform an audit in late 1998 or
early 1999 to determine the effect of non-compliance of its vendors and
suppliers on the Managing General Partner and thus formulate a contingency
plan.
A potential source of risk includes, but is not limited to, the inability
of principal purchasers and suppliers to be year 2000 compliant, which
could have a material effect on the Managing General Partner's production,
cash flow and overall financial condition, notwithstanding the Managing
General Partner's actions to prepare its own information systems. The
Managing General Partner currently does not have a contingency plan in
place to cover any unforeseen problems encountered that relate to the year
2000, but intends to produce one before the end of the fiscal year.
<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) 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 VIII-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: November 15, 1998
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at September 30, 1998 (Unaudited) and the Statement of
Operations for the Nine Months Ended September 30, 1998 (Unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 21,275
<SECURITIES> 0
<RECEIVABLES> 30,724
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,999
<PP&E> 4,143,478
<DEPRECIATION> 3,206,434
<TOTAL-ASSETS> 989,043
<CURRENT-LIABILITIES> 439
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 988,604
<TOTAL-LIABILITY-AND-EQUITY> 989,043
<SALES> 170,531
<TOTAL-REVENUES> 172,556
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 174,833
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,277)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,277)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,277)
<EPS-PRIMARY> (1.23)
<EPS-DILUTED> (1.23)
</TABLE>
