Page 13 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 0-17707 Southwest Oil and 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 15. 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. Southwest Oil and Gas Income Fund VIII-A, L.P. Balance Sheets September 30, December 31, 1998 1997 ------------- ------------ (unaudited) Assets Current assets Cash and cash equivalents $ 8,471 2,669 Receivable from Managing General Partner 28,147 141,933 Other receivable - 40,239 ---------- --------- Total current assets 36,618 184,841 ---------- --------- Oil and gas properties - using the full cost method of accounting 5,404,170 5,406,615 Less accumulated depreciation, depletion and amortization 4,443,165 4,281,109 ---------- --------- Net oil and gas properties 961,005 1,125,506 ---------- --------- $ 997,623 1,310,347 ========== ========= Liabilities and Partners' Equity Current liability - Distribution payable $ 611 686 ---------- --------- Partners' equity General partners (3,931) 10,405 Limited partners 1,000,943 1,299,256 ---------- --------- Total partners' equity 997,012 1,309,661 ---------- --------- $ 997,623 1,310,347 ========== ========= Southwest Oil and Gas Income Fund VIII-A, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 ---- ---- ---- ---- Revenues Oil and gas $ 210,036 333,227 707,947 1,101,912 Interest 68 290 1,296 1,499 --------- --------- --------- --------- 210,104 333,517 709,243 1,103,411 --------- --------- --------- --------- Expenses Production 207,357 225,018 611,070 628,839 General and administrative 29,675 24,396 93,029 83,765 Depreciation, depletion and amortization 4,500 23,000 125,500 76,000 Provision for impairment of oil and gas properties - - 36,556 - --------- --------- --------- --------- 241,532 272,414 866,155 788,604 --------- --------- --------- --------- Net income (loss) $ (31,428) 61,103 (156,912) 314,807 ========= ========= ========= ========= Net income (loss) allocated to: Managing General Partner $ (2,424) 7,569 463 35,173 ========= ========= ========= ========= General Partner $ (269) 842 51 3,908 ========= ========= ========= ========= Limited Partners $ (28,735) 52,692 (157,426) 275,726 ========= ========= ========= ========= Per limited partner unit $ (2.11) 3.88 (11.58) 20.28 ========= ========= ========= ========= Southwest Oil and Gas Income Fund VIII-A, L.P. Statements of Cash Flows (unaudited) Nine Months Ended September 30, 1998 1997 ---- ---- Cash flows from operating activities Cash received from oil and gas sales $ 796,377 1,206,995 Cash paid to suppliers (678,743) (715,153) Interest received 1,296 1,499 --------- --------- Net cash provided by operating activities 118,930 493,341 --------- --------- Cash flows from investing activities Cash received from sale of oil and gas property interest 42,686 21,855 Additions to oil and gas properties (2) (10,665) --------- --------- Net cash provided by investing activities 42,684 11,190 --------- --------- Cash flows used in financing activities Distributions to partners (155,812) (537,915) --------- --------- Net increase (decrease) in cash and cash equivalents 5,802 (33,384) Beginning of period 2,669 55,844 --------- --------- End of period $ 8,471 22,460 ========= ========= (continued) Southwest Oil and Gas Income Fund VIII-A, 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) $(156,912) 314,807 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation, depletion and amortization 125,500 76,000 Provision for impairment of oil and gas properties 36,556 - Decrease in receivables 88,430 105,083 Increase (decrease) in payables 25,356 (2,549) --------- --------- Net cash provided by operating activities $ 118,930 493,341 ========= ========= 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 does not anticipate performing workovers during the year. The Partnership could possibly experience a normal decline of 10% to 12% 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. For the quarter ended September 30, 1998, the net capitalized cost 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. 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 17.88 (32%) Average price per mcf of gas $ 2.02 2.46 (18%) Oil production in barrels 13,800 15,600 (12%) Gas production in mcf 21,300 22,100 (4%) Gross oil and gas revenue $ 210,036 333,227 (37%) Net oil and gas revenue $ 2,679 108,209 (98%) Partnership distributions $ 2,000 108,000 (98%) Limited partner distributions $ 1,800 97,200 (98%) Per unit distribution to limited partners $ .13 7.15 (98%) Number of limited partner units 13,596 13,596 Revenues The Partnership's oil and gas revenues decreased to $210,036 from $333,227 for the quarters ended September 30, 1998 and 1997, respectively, a decrease of 37%. 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 32%, or $5.78 per barrel, resulting in a decrease of approximately $90,200 in revenues. Oil sales represented 80% of total oil and gas sales during the quarter ended September 30, 1998 as compared to 84% 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 18%, or $.44 per mcf, resulting in a decrease of approximately $9,700 in revenues. The total decrease in revenues due to the change in prices received from oil and gas production is approximately $99,900. 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 1,800 barrels or 12% during the quarter ended September 30, 1998 as compared to the quarter ended September 30, 1997, resulting in a decrease of approximately $21,800 in revenues. Gas production decreased approximately 800 mcf or 4% during the same period, resulting in a decrease of approximately $1,600 in revenues. The total decrease in revenues due to the change in production is approximately $23,400. Costs and Expenses Total costs and expenses decreased to $241,532 from $272,414 for the quarters ended September 30, 1998 and 1997, respectively, a decrease of 11%. The decrease is the result of lower lease operating costs and depletion expense, partially offset by an increase in general and administrative expense. 1. Lease operating costs and production taxes were 8% lower, or approximately $17,700 less during the quarter ended September 30, 1998 as compared to the quarter ended September 30, 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 22% or approximately $5,300 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. 3. Depletion expense decreased to $4,500 for the quarter ended September 30, 1998 from $23,000 for the same period in 1997. This represents a decrease of 80%. 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 decline in depletion expense between the comparative periods were the decrease in the price of oil and the decline in gross oil and gas revenues. 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 $ 13.13 19.32 (32%) Average price per mcf of gas $ 2.18 2.51 (13%) Oil production in barrels 43,600 48,200 (10%) Gas production in mcf 62,100 68,000 (9%) Gross oil and gas revenue $ 707,947 1,101,912 (36%) Net oil and gas revenue $ 96,877 473,073 (80%) Partnership distributions $ 155,737 538,000 (71%) Limited partner distributions $ 140,887 484,200 (71%) Per unit distribution to limited partners $ 10.36 35.61 (71%) Number of limited partner units 13,596 13,596 Revenues The Partnership's oil and gas revenues decreased to $707,947 from $1,101,912 for the nine months ended September 30, 1998 and 1997, respectively, a decrease of 36%. 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 $6.19 per barrel, resulting in a decrease of approximately $298,400 in revenues. Oil sales represented 81% of total oil and gas sales during the nine months ended September 30, 1998 as compared to 85% 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 13%, or $.33 per mcf, resulting in a decrease of approximately $22,400 in revenues. The total decrease in revenues due to the change in prices received from oil and gas production is approximately $320,800. 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 4,600 barrels or 10% during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997, resulting in a decrease of approximately $60,400 in revenues. Gas production decreased approximately 5,900 mcf or 9% during the same period, resulting in a decrease of approximately $12,900 in revenues. The total decrease in revenues due to the change in production is approximately $73,300. Costs and Expenses Total costs and expenses increased to $866,155 from $788,604 for the nine months ended September 30, 1998 and 1997, respectively, an increase of 10%. The increase is the result of higher general and administrative expense and depletion expense, partially offset by a decrease in lease operating costs. 1. Lease operating costs and production taxes were 3% lower, or approximately $17,800 less during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 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 11% or approximately $9,300 during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. 3. Depletion expense increased to $125,500 for the nine months ended September 30, 1998 from $76,000 for the same period in 1997. This represents an increase of 65%. 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. 4. The net capitalized costs for the nine months ended September 30, 1998 exceeded the estimated present value of oil and gas reserves, discounted at 10% in the amount of $36,556, such excess costs were charged to current expense. The write-down had the effect of reducing net income, but did not affect cash flow or partner distributions. 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 $118,900 in the nine months ended September 30, 1998 as compared to approximately $493,300 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 $42,700 in the nine months ended September 30, 1998 as compared to approximately $11,200 in the nine months ended September 30, 1997. The principle source of the 1998 cash flow from investing activities was the change in oil and gas properties. Cash flows used in financing activities were approximately $155,800 in the nine months ended September 30, 1998 as compared to approximately $537,900 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 $155,737 of which $140,887 was distributed to the limited partners and $14,850 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1998 was $10.36. Total distributions during the nine months ended September 30, 1997 were $538,000 of which $484,200 was distributed to the limited partners and $53,800 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1997 was $35.61. The sources for the 1998 distributions of $155,737 were oil and gas operations of approximately $118,900 and the change in oil and gas properties of approximately $42,700, resulting with excess cash for contingencies or subsequent distributions. The sources for the 1997 distributions of $538,000 were oil and gas operations of approximately $493,300 and the change in oil and gas properties of approximately $11,200, with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $7,012,388 have been made to the partners. As of September 30, 1998, $6,351,517 or $467.16 per limited partner unit has been distributed to the limited partners, representing a 93% return of the capital contributed. As of September 30, 1998, the Partnership had approximately $36,000 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. 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. 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. 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 and 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: November 15, 1998