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, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 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 14. PART I. - FINANCIAL INFORMATION Item 1. Financial Statements The unaudited condensed financial statements included herein have been prepared by the Registrant (herein also referred to as the "Partnership") in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. The financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 1995 which are found in the Registrant's Form 10-K Report for 1995 filed with the Securities and Exchange Commission. The December 31, 1995 balance sheet included herein has been taken from the Registrant's 1995 Form 10-K Report. Operating results for the three and nine month periods ended September 30, 1996 are not necessarily indicative of the results that may be expected for the full year. Southwest Oil & Gas Income Fund VIII-A, L.P. Balance Sheets September 30, December 31, 1996 1995 ------------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 31,628 38,356 Receivable from Managing General Partner 169,631 147,157 --------- --------- Total current assets 201,259 185,513 --------- --------- Oil and gas properties - using the full cost method of accounting 5,453,088 5,501,878 Less accumulated depreciation, depletion and amortization 4,052,109 3,925,109 --------- --------- Net oil and gas properties 1,400,979 1,576,769 --------- --------- $ 1,602,238 1,762,282 ========= ========= Liabilities and Partners' Equity Current liability - Distributions payable $ 869 536 --------- --------- Partners' equity: General partners 16,676 18,943 Limited partners 1,584,693 1,742,803 --------- --------- Total partners' equity 1,601,369 1,761,746 --------- --------- $ 1,602,238 1,762,282 ========= ========= Southwest Oil & Gas Income Fund VIII-A, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues Oil and gas $ 423,438 330,993 1,259,744 1,142,639 Interest 462 597 1,476 1,529 ------- ------- --------- --------- 423,900 331,590 1,261,220 1,144,168 ------- ------- --------- --------- Expenses Production 274,419 293,431 771,347 786,200 General and administrative 24,917 24,705 84,538 85,925 Depreciation, depletion and amortization 43,000 47,000 127,000 157,000 ------- ------- --------- --------- 342,336 365,136 982,885 1,029,125 ------- ------- --------- --------- Net income (loss) $ 81,564 (33,546) 278,335 115,043 ======= ======= ========= ========= Net income (loss) allocated to: Managing General Partner $ 11,211 1,211 36,480 24,484 ======= ======= ========= ========= General Partner $ 1,246 135 4,053 2,720 ======= ======= ========= ========= Limited Partners $ 69,107 (34,892) 237,802 87,839 ======= ======= ========= ========= Per limited partner unit $ 5.08 (2.57) 17.49 6.46 ======= ======= ========= ========= Southwest Oil & Gas Income Fund VIII-A, L.P. Statements of Cash Flows (unaudited) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Cash received from oil and gas sales $ 1,204,735 1,123,472 Cash paid to suppliers (826,350) (842,781) Interest received 1,476 1,529 --------- --------- Net cash provided by operating activities 379,861 282,220 --------- --------- Cash flows from investing activities: Cash received from sale of oil and gas properties 62,390 74,337 Additions to oil and gas properties (10,600) (40,920) --------- --------- Net cash provided by investing activities 51,790 33,417 --------- --------- Cash flows used in financing activities: Distributions to partners (438,379) (309,774) --------- --------- Net increase (decrease) in cash and cash equivalents (6,728) 5,863 Beginning of period 38,356 37,115 --------- --------- End of period $ 31,628 42,978 ========= ========= (continued) Southwest Oil & Gas Income Fund VIII-A, L.P. Statements of Cash Flows, continued (unaudited) Nine Months Ended September 30, 1996 1995 Reconciliation of net income to net cash provided by operating activities: Net income $ 278,335 115,043 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 127,000 157,000 Increase in receivables (55,009) (19,167) Increase in payables 29,535 29,344 ------- ------- Net cash provided by operating activities $ 379,861 282,220 ======= ======= 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. Results of Operations A. General Comparison of the Quarters Ended September 30, 1996 and 1995 The following table provides certain information regarding performance factors for the quarters ended September 30, 1996 and 1995: Three Months Ended Percentage September 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 21.77 16.23 34% Average price per mcf of gas $ 2.30 2.02 14% Oil production in barrels 17,100 17,100 - Gas production in mcf 21,900 26,800 (18%) Gross oil and gas revenue $ 423,438 330,993 28% Net oil and gas revenue $ 149,019 37,562 297% Partnership distributions $ 118,000 84,500 40% Limited partner distributions $ 106,200 76,050 40% Per unit distribution to limited partners $ 7.81 5.59 40% Number of limited partner units 13,596 13,596 Revenues The Partnership's oil and gas revenues increased to $423,438 from $330,993 for the quarters ended September 30, 1996 and 1995, respectively, an increase of 28%. The principal factors affecting the comparison of the quarters ended September 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995 by 34%, or $5.54 per barrel, resulting in an increase of approximately $94,700 in revenues. Oil sales represented 88% of total oil and gas sales during the quarter ended September 30, 1996 as compared to 84% during the quarter ended September 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 14%, or $.28 per mcf, resulting in an increase of approximately $7,500 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $102,200. 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 remained unchanged during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995. Gas production decreased approximately 4,900 mcf or 18% during the same period, resulting in a decrease of approximately $11,300 in revenues. The total decrease in revenues due to the change in production is approximately $11,300. The decrease is primarily a result of the sale of oil and gas properties. Costs and Expenses Total costs and expenses decreased to $342,336 from $365,136 for the quarters ended September 30, 1996 and 1995, respectively, a decrease of 6%. The decrease is the result of lower lease operating costs and depletion expense, offset by an increase in general and administrative expense. 1. Lease operating costs and production taxes were 6% lower, or approximately $19,000 less during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995. 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 1% or approximately $200 during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995. 3. Depletion expense decreased to $43,000 for the quarter ended September 30, 1996 from $47,000 for the same period in 1995. This represents a decrease of 9%. Depletion is calculated using the gross revenue method of amortization based on a percentage of current period gross revenues to total future gross oil and gas revenues, as estimated by the Partnership's independent petroleum consultants. Two factors that attributed to the decline in depletion expense between the comparative periods were the increase in the price of oil and gas used to determine the Partnership's reserves for January 1, 1996 as compared to 1995 and the increase in property sales. B. General Comparison of the Nine Month Periods Ended September 30, 1996 and 1995 The following table provides certain information regarding performance factors for the nine month periods ended September 30, 1996 and 1995: Nine Months Ended Percentage September 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 20.17 16.92 19% Average price per mcf of gas $ 2.49 2.06 21% Oil production in barrels 53,600 56,900 (6%) Gas production in mcf 71,800 87,500 (18%) Gross oil and gas revenue $ 1,259,744 1,142,639 10% Net oil and gas revenue $ 488,397 356,439 37% Partnership distributions $ 438,712 310,010 42% Limited partner distributions $ 395,912 283,260 40% Per unit distribution to limited partners $ 29.12 20.83 40% Number of limited partner units 13,596 13,596 Revenues The Partnership's oil and gas revenues increased to $1,259,744 from $1,142,639 for the nine months ended September 30, 1996 and 1995, respectively, an increase of 10%. The principal factors affecting the comparison of the nine months ended September 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995 by 19%, or $3.25 per barrel, resulting in an increase of approximately $184,900 in revenues. Oil sales represented 86% of total oil and gas sales during the nine months ended September 30, 1996 as compared to 84% during the nine months ended September 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 21%, or $.43 per mcf, resulting in an increase of approximately $37,600 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $222,500. The market price for oil and gas has been extremely volatile over the past decade, and management expects a certain amount of volatility to continue in the foreseeable future. 2. Oil production decreased approximately 3,300 barrels or 6% during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, resulting in a decrease of approximately $66,600 in revenues. Gas production decreased approximately 15,700 mcf or 18% during the same period, resulting in a decrease of approximately $39,100 in revenues. The total decrease in revenues due to the change in production is approximately $105,700. The decrease is primarily a result of the sale of oil and gas properties. Costs and Expenses Total costs and expenses decreased to $982,885 from $1,029,125 for the nine months ended September 30, 1996 and 1995, respectively, a decrease of 4%. The decrease is the result of lower lease operating costs, general and administrative expense and depletion expense. 1. Lease operating costs and production taxes were 2% lower, or approximately $14,900 less during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. 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 2% or approximately $1,400 during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. 3. Depletion expense decreased to $127,000 for the nine months ended September 30, 1996 from $157,000 for the same period in 1995. This represents a decrease of 19%. Depletion is calculated using the gross revenue method of amortization based on a percentage of current period gross revenues to total future gross oil and gas revenues, as estimated by the Partnership's independent petroleum consultants. Two factors that attributed to the decline in depletion expense between the comparative periods were the increase in the price of oil and gas used to determine the Partnership's reserves for January 1, 1996 as compared to 1995 and the increase in property sales. 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 $379,900 in the nine months ended September 30, 1996 as compared to approximately $282,200 in the nine months ended September 30, 1995. The primary source of the 1996 cash flow from operating activities was profitable operations. Cash flows provided by investing activities were approximately $51,800 in the nine months ended September 30, 1996 as compared to approximately $33,400 in the nine months ended September 30, 1995. The principle source of the 1996 cash flow from investing activities was the sale of oil and gas properties, offset by the additions to oil and gas properties. Cash flows used in financing activities were approximately $438,400 in the nine months ended September 30, 1996 as compared to approximately $309,800 in the nine months ended September 30, 1995. The only use in financing activities was the distributions to partners. Total distributions during the nine months ended September 30, 1996 were $438,712 of which $395,912 was distributed to the limited partners and $42,800 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1996 was $29.12. Total distributions during the nine months ended September 30, 1995 were $310,010 of which $283,260 was distributed to the limited partners and $26,750 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1995 was $20.83. The sources for the 1996 distributions of $438,712 were oil and gas operations of approximately $379,900 and the sale of oil and gas properties of approximately $62,400, offset by additions to oil and gas properties of approximately $10,600, with the balance from available cash on hand at the beginning of the period. The sources for the 1995 distributions of $310,010 were oil and gas operations of approximately $282,200 and the sale of oil and gas properties approximately $74,300, offset by additions to oil and gas properties of approximately $40,900, resulting in excess cash for contingencies and subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $6,015,651 have been made to the partners. As of September 30, 1996, $5,453,730 or $401.13 per limited partner unit has been distributed to the limited partners, representing an 80% return of the capital contributed. As of September 30, 1996, the Partnership had approximately $200,400 in working capital. The Managing General Partner knows of no unusual contractual commitments and believes the revenues generated from operations are adequate to meet the needs of the Partnership. PART II. - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matter to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) 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 & 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, 1996