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, 1997 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. 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, 1996 which are found in the Registrant's Form 10-K Report for 1996 filed with the Securities and Exchange Commission. The December 31, 1996 balance sheet included herein has been taken from the Registrant's 1996 Form 10-K Report. Operating results for the three and six month periods ended June 30, 1997 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 June 30, December 31, 1997 1996 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 10,025 55,844 Receivable from Managing General Partner 156,360 227,459 --------- --------- Total current assets 166,385 283,303 --------- --------- Oil and gas properties - using the full cost method of accounting 5,443,782 5,448,326 Less accumulated depreciation, depletion and amortization 4,102,109 4,049,109 --------- --------- Net oil and gas properties 1,341,673 1,399,217 --------- --------- $ 1,508,058 1,682,520 ========= ========= Liabilities and Partners' Equity Current liabilities: Accounts payable $ 1,393 - Distributions payable 711 271 --------- --------- Total current liabilities 2,104 271 --------- --------- Partners' equity: General partners 12,134 24,464 Limited partners 1,493,820 1,657,785 --------- --------- Total partners' equity 1,505,954 1,682,249 --------- --------- $ 1,508,058 1,682,520 ========= ========= Southwest Oil & Gas Income Fund VIII-A, L.P. Statements of Operations (unaudited) Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 Revenues Oil and gas $ 391,226 443,480 768,685 836,307 Interest 475 688 1,210 1,013 ------- ------- ------- ------- 391,701 444,168 769,895 837,320 ------- ------- ------- ------- Expenses Production 198,120 240,200 403,821 496,928 General and administrative 25,346 25,169 59,369 59,621 Depreciation, depletion and amortization 27,000 44,000 53,000 84,000 ------- ------- ------- ------- 250,466 309,369 516,190 640,549 ------- ------- ------- ------- Net income $ 141,235 134,799 253,705 196,771 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 15,141 16,092 27,603 25,269 ======= ======= ======= ======= General Partner $ 1,683 1,788 3,067 2,808 ======= ======= ======= ======= Limited partners $ 124,411 116,919 223,035 168,694 ======= ======= ======= ======= Per limited partner unit $ 9.15 8.60 16.40 12.41 ======= ======= ======= ======= Southwest Oil & Gas Income Fund VIII-A, L.P. Statements of Cash Flows (unaudited) Six Months Ended June 30, 1997 1996 Cash flows from operating activities: Cash received from oil and gas sales $ 857,491 787,630 Cash paid to suppliers (479,504) (535,116) Interest received 1,210 1,013 -------- -------- Net cash provided by operating activities 379,197 253,527 -------- -------- Cash flows from investing activities: Cash received from sale of oil and gas properties 12,193 59,407 Additions to oil and gas properties (7,649) (8,391) -------- -------- Net cash provided by investing activities 4,544 51,016 -------- -------- Cash flows used in financing activities: Distributions to partners (429,560) (320,599) -------- -------- Net decrease in cash and cash equivalents (45,819) (16,056) Beginning of period 55,844 38,356 -------- -------- End of period $ 10,025 22,300 ======== ======== (continued) Southwest Oil & Gas Income Fund VIII-A, L.P. Statements of Cash Flows, continued (unaudited) Six Months Ended June 30, 1997 1996 Reconciliation of net income to net cash provided by operating activities: Net income $ 253,705 196,771 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 53,000 84,000 (Increase) decrease in receivables 88,806 (48,677) Increase (decrease) in payables (16,314) 21,433 ------- ------- Net cash provided by operating activities $ 379,197 253,527 ======= ======= 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 two years to enhance production. The Partnership may undergo an increase later in 1997 and possibly in 1998. Thereafter, the Partnership could possibly experience a normal decline of 10% to 12% per year. Results of Operations A. General Comparison of the Quarters Ended June 30, 1997 and 1996 The following table provides certain information regarding performance factors for the quarters ended June 30, 1997 and 1996: Three Months Ended Percentage June 30, Increase 1997 1996 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 19.19 20.57 (7%) Average price per mcf of gas $ 2.74 2.56 7% Oil production in barrels 17,100 18,500 (8%) Gas production in mcf 23,000 25,000 (8%) Gross oil and gas revenue $ 391,226 443,480 (12%) Net oil and gas revenue $ 193,106 203,280 (5%) Partnership distributions $ 185,000 190,000 (3%) Limited partner distributions $ 166,500 171,000 (3%) Per unit distribution to limited partners $ 12.25 12.58 (3%) Number of limited partner units 13,596 13,596 Revenues The Partnership's oil and gas revenues decreased to $391,226 from $443,480 for the quarters ended June 30, 1997 and 1996, respectively, a decrease of 12%. The principal factors affecting the comparison of the quarters ended June 30, 1997 and 1996 are as follows: 1. The average price for a barrel of oil received by the Partnership decreased during the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996 by 7%, or $1.38 per barrel, resulting in a decrease of approximately $25,500 in revenues. Oil sales represented 84% of total oil and gas sales during the quarter ended June 30, 1997 as compared to 86% during the quarter ended June 30, 1996. The average price for an mcf of gas received by the Partnership increased during the same period by 7% or $.18 per mcf, resulting in an increase of approximately $4,500 in revenues. The net total decrease in revenues due to the change in prices received from oil and gas production is approximately $21,000. 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 1,400 barrels or 8% during the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996, resulting in a decrease of approximately $26,900 in revenues. Gas production decreased approximately 2,000 mcf or 8% during the same period, resulting in a decrease of approximately $5,500 in revenues. The total decrease in revenues due to the change in production is approximately $32,400. Costs and Expenses Total costs and expenses decreased to $250,466 from $309,369 for the quarters ended June 30, 1997 and 1996, respectively, a decrease of 19%. 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 18% lower, or approximately $42,100 less during the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996. The decrease is primarily attributable to higher workover costs incurred in 1996 as compared to 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 1% or approximately $200 during the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996. 3. Depletion expense decreased to $27,000 for the quarter ended June 30, 1997 from $44,000 for the same period in 1996. This represents a decrease of 39%. 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 increase in the price of oil used to determine the Partnership's reserves for January 1, 1997 as compared to 1996 and the decrease in oil and gas revenue. B. General Comparison of the Six Month Periods Ended June 30, 1997 and 1996 The following table provides certain information regarding performance factors for the six month periods ended June 30, 1997 and 1996: Six Months Ended Percentage June 30, Increase 1997 1996 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 20.01 19.41 3% Average price per mcf of gas $ 2.53 2.57 (2%) Oil production in barrels 32,600 36,500 (11%) Gas production in mcf 45,900 50,000 (8%) Gross oil and gas revenue $ 768,685 836,307 (8%) Net oil and gas revenue $ 364,864 339,379 8% Partnership distributions $ 430,000 320,712 34% Limited partner distributions $ 387,000 289,712 34% Per unit distribution to limited partners $ 28.46 21.31 34% Number of limited partner units 13,596 13,596 Revenues The Partnership's oil and gas revenues decreased to $768,685 from $836,307 for the six months ended June 30, 1997 and 1996, respectively, a decrease of 8%. The principal factors affecting the comparison of the six months ended June 30, 1997 and 1996 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996 by 3%, or $.60 per barrel, resulting in an increase of approximately $21,900 in revenues. Oil sales represented 85% of total oil and gas sales during the six months ended June 30, 1997 and 1996. The average price for an mcf of gas received by the Partnership decreased during the same period by 2%, or $.04 per mcf, resulting in a decrease of approximately $2,000 in revenues. The net total increase in revenues due to the change in prices received from oil and gas production is approximately $19,900. 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 3,900 barrels or 11% during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996, resulting in a decrease of approximately $78,000 in revenues. Gas production decreased approximately 4,100 mcf or 8% during the same period, resulting in a decrease of approximately $10,400 in revenues. The total decrease in revenues due to the change in production is approximately $88,400. Costs and Expenses Total costs and expenses decreased to $516,190 from $640,549 for the six months ended June 30, 1997 and 1996, respectively, a decrease of 19%. 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 19% lower, or approximately $93,100 less during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The decrease is primarily attributable to the following: The Partnership incurred higher workover costs in the six months ended June 30, 1996 as compared to the same period in 1997. The lease operating costs for the six months ended June 30, 1996 were overstated due to the accrual at December 31, 1995 for lease operating costs being lower than the actual lease operating costs incurred. The under-accrual of lease operating costs, at December 31, 1995, caused the lease operating costs for the six months ended June 30, 1996 to be overstated, thus skewing the comparison between the six months ended June 30, 1997 and 1996. 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 $300 during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. 3. Depletion expense decreased to $53,000 for the six months ended June 30, 1997 from $84,000 for the same period in 1996. This represents a decrease of 37%. 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 increase in the price of oil used to determine the Partnership's reserves for January 1, 1997 as compared to 1996 and the decrease in oil and gas revenue. 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 $379,200 in the six months ended June 30, 1997 as compared to approximately $253,500 in the six months ended June 30, 1996. The primary source of the 1997 cash flow from operating activities was profitable operations. Cash flows provided by investing activities were approximately $4,500 in the six months ended June 30, 1997 as compared to approximately $51,000 in the six months ended June 30, 1996. The principle source of the 1997 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 $429,600 in the six months ended June 30, 1997 as compared to approximately $320,600 in the six months ended June 30, 1996. The only use in financing activities was the distributions to partners. Total distributions during the six months ended June 30, 1997 were $430,000 of which $387,000 was distributed to the limited partners and $43,000 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1997 was $28.46. Total distributions during the six months ended June 30, 1996 were $320,712 of which $289,712 was distributed to the limited partners and $31,000 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1996 was $21.31. The sources for the 1997 distributions of $430,000 were oil and gas operations of approximately $379,200 and the net change in oil and gas properties of approximately $4,500, with the balance from available cash on hand at the beginning of the period. The sources for the 1996 distributions of $320,712 were oil and gas operations of approximately $253,500 and the net change in oil and gas properties of approximately $51,000, with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $6,640,651 have been made to the partners. As of June 30, 1997, $6,016,230 or $442.50 per limited partner unit has been distributed to the limited partners, representing an 89% return of the capital contributed. As of June 30, 1997, the Partnership had approximately $164,300 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) Exhibits: 27 Financial Data Schedule (b) Reports on Form 8-K: On June 12, 1997, the Partnership filed Form 8-K and on June 24, 1997, the Partnership filed Form 8-K Amended, with respect to Item 4, Changes in Registrant's Certifying Accountant. 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: August 15, 1997