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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 June 30, 2001
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 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, 2000 which are found in the Registrant's Form
10-K Report for 2000 filed with the Securities and Exchange Commission.
The December 31, 2000 balance sheet included herein has been taken from the
Registrant's 2000 Form 10-K Report. Operating results for the three and
six month periods ended June 30, 2001 are not necessarily indicative of the
results that may be expected for the full year.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
Balance Sheets
June 30, December 31,
2001 2000
--------- ------------
(unaudited)
Assets
------
Current assets:
Cash and cash equivalents $ 76,741 101,708
Receivable from Managing General
Partner 133,156 177,112
--------- ---------
Total current assets 209,897 278,820
--------- ---------
Oil and gas properties - using the
full-cost method of accounting 4,133,496 4,133,496
Less accumulated depreciation,
depletion and amortization 3,695,058 3,673,058
--------- ---------
Net oil and gas properties 438,438 460,438
--------- ---------
$ 648,335 739,258
========= =========
Liabilities and Partners' Equity
--------------------------------
Current liability - Distributions payable $ 115 199
--------- ---------
Partners' equity:
General partners 15,304 22,188
Limited partners 632,916 716,871
--------- ---------
Total partners' equity 648,220 739,059
--------- ---------
$ 648,335 739,258
========= =========
Southwest Royalties Institutional Income Fund VIII-B, L.P.
Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
----- ----- ----- -----
Revenues
--------
Income from net profits
interests $ 117,517 191,433 347,149 375,070
Interest 1,215 1,587 2,954 2,554
Miscellaneous income - 59 - 58
------- ------- ------- -------
118,732 193,079 350,103 377,682
------- ------- ------- -------
Expenses
--------
General and administrative 19,779 22,608 38,943 42,043
Depreciation, depletion and
amortization 11,000 5,000 22,000 15,000
------- ------- ------- -------
30,779 27,608 60,943 57,043
------- ------- ------- -------
Net income $ 87,953 165,471 289,160 320,639
======= ======= ======= =======
Net income allocated to:
Managing General Partner $ 8,906 15,342 28,004 30,207
======= ======= ======= =======
General Partner $ 989 1,705 3,112 3,357
======= ======= ======= =======
Limited Partners $ 78,058 148,424 258,044 287,075
======= ======= ======= =======
Per limited partner unit $ 7.69 14.62 25.43 28.29
======= ======= ======= =======
Southwest Royalties Institutional Income Fund VIII-B, L.P.
Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
2001 2000
----- -----
Cash flows from operating activities:
Cash received from income from net
profits interests $ 385,560 320,706
Cash paid to suppliers (33,398) (32,968)
Interest received 2,954 2,554
-------- --------
Net cash provided by operating activities 355,116 290,292
-------- --------
Cash flows used in financing activities:
Distributions to partners (380,083) (225,192)
-------- --------
Net (decrease) increase in cash and cash
equivalents (24,967) 65,100
Beginning of period 101,708 65,039
-------- --------
End of period $ 76,741 130,139
======== ========
Reconciliation of net income to net cash
provided by operating activities:
Net income $ 289,160 320,639
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 22,000 15,000
Decrease (increase) in receivables 38,411 (54,422)
Increase in payables 5,545 9,075
------- -------
Net cash provided by operating activities $ 355,116 290,292
======= =======
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Royalties Institutional Income Fund VIII-B, 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 offering of
limited partner units began March 31, 1988, minimum capital
requirements were met July 11, 1988, with the offering concluded on
March 31, 1989.
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 from net profits interests 90% 10%
All other revenues 90% 10%
Organization and offering costs (1) 100% -
Amortization of organization costs 100% -
Property acquisition costs 100% -
Gain/loss on property dispositions 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 Partner and will be
treated as a capital contribution.
2. Summary of Significant Accounting Policies
The interim financial information as of June 30, 2001, and for the
three and six months ended June 30, 2001, 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, 2000.
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 2001. 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 June 30, 2001, the net capitalized costs did not
exceed the estimated present value of oil and gas reserves.
Results of Operations
A. General Comparison of the Quarters Ended June 30, 2001 and 2000
The following table provides certain information regarding performance
factors for the quarters ended June 30, 2001 and 2000:
Three Months
Ended Percentage
June 30, Increase
2001 2000 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 26.00 27.53 (6%)
Average price per mcf of gas $ 4.49 4.32 4%
Oil production in barrels 9,700 10,200 (5%)
Gas production in mcf 10,500 11,300 (7%)
Income from net profits interests $ 117,517 191,433 (39%)
Partnership distributions $ 130,000 125,000 4%
Limited partner distributions $ 117,000 112,500 4%
Per unit distribution to limited
partners $ 11.53 11.09 4%
Number of limited partner units 10,147 10,147
Revenues
The Partnership's income from net profits interests decreased to $117,517
from $191,433 for the quarters ended June 30, 2001 and 2000, respectively,
a decrease of 39%. The principal factors affecting the comparison of the
quarters ended June 30, 2001 and 2000 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the quarter ended June 30, 2001 as compared to the
quarter ended June 30, 2000 by 6%, or $1.53 per barrel, resulting in a
decrease of approximately $14,800 in income from net profits interests.
Oil sales represented 84% of total oil and gas sales during the quarter
ended June 30, 2001 as compared to 85% during the quarter ended June
30, 2000.
The average price for an mcf of gas received by the Partnership
increased during the same period by 4%, or $.17 per mcf, resulting in
an increase of approximately $1,800 in income from net profits
interests.
The net total decrease in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$13,000. 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 500 barrels or 5% during the
quarter ended June 30, 2001 as compared to the quarter ended June 30,
2000, resulting in a decrease of approximately $13,800 in income from
net profits interests.
Gas production decreased approximately 800 mcf or 7% during the same
period, resulting in a decrease of approximately $3,500 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $17,300.
3. Lease operating costs and production taxes were 33% higher, or
approximately $46,100 more during the quarter ended June 30, 2001 as
compared to the quarter ended June 30, 2000. The increase in lease
operating cost is due to major repair and maintenance on one lease
being performed in 2001.
Costs and Expenses
Total costs and expenses increased to $30,779 from $27,608 for the quarters
ended June 30, 2001 and 2000, respectively, an increase of 11%. The
increase is the result of higher depletion expense, partially offset by a
decrease in general and administrative 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 decreased
13% or approximately $2,800 during the quarter ended June 30, 2001 as
compared to the quarter ended June 30, 2000.
2. Depletion expense increased to $11,000 for the quarter ended June 30,
2001 from $5,000 for the same period in 2000. This represents an
increase of 120%. 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 and gas used to determine
the Partnership's reserves for July 1, 2001 as compared to 2000.
B. General Comparison of the Six Month Periods Ended June 30, 2001 and
2000
The following table provides certain information regarding performance
factors for the six month periods ended June 30, 2001 and 2000:
Six Months
Ended Percentage
June 30, Increase
2001 2000 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 26.55 27.12 (2%)
Average price per mcf of gas $ 5.47 3.84 42%
Oil production in barrels 19,800 20,200 (2%)
Gas production in mcf 21,600 23,000 (6%)
Income from net profits interests $ 347,149 375,070 (7%)
Partnership distributions $ 380,000 225,000 69%
Limited partner distributions $ 342,000 202,500 69%
Per unit distribution to limited
partners $ 33.70 19.96 69%
Number of limited partner units 10,147 10,147
Revenues
The Partnership's income from net profits interests decreased to $347,149
from $375,070 for the six months ended June 30, 2001 and 2000,
respectively, a decrease of 7%. The principal factors affecting the
comparison of the six months ended June 30, 2001 and 2000 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the six months ended June 30, 2001 as compared to the
six months ended June 30, 2000 by 2%, or $.57 per barrel, resulting in
a decrease of approximately $11,300 in income from net profits
interests. Oil sales represented 82% of total oil and gas sales during
the six months ended June 30, 2001 as compared to 86% during the six
months ended June 30, 2000.
The average price for an mcf of gas received by the Partnership
increased during the same period by 42%, or $1.63 per mcf, resulting in
an increase of approximately $35,200 in income from net profits
interests.
The net total increase in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$23,900. 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 400 barrels or 2% during the six
months ended June 30, 2001 as compared to the six months ended June 30,
2000, resulting in a decrease of approximately $10,800 in income from
net profits interests.
Gas production decreased approximately 1,400 mcf or 6% during the same
period, resulting in a decrease of approximately $5,400 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $16,200.
3. Lease operating costs and production taxes were 14% higher, or
approximately $35,700 more during the six months ended June 30, 2001 as
compared to the six months ended June 30, 2000.
Costs and Expenses
Total costs and expenses increased to $60,943 from $57,043 for the six
months ended June 30, 2001 and 2000, respectively, an increase of 7%. The
increase is the result of higher depletion expense, partially offset by a
decrease in general and administrative 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 decreased 7%
or approximately $3,100 during the six months ended June 30, 2001 as
compared to the six months ended June 30, 2000.
2. Depletion expense increased to $22,000 for the six months ended June
30, 2001 from $15,000 for the same period in 2000. This represents an
increase of 47%. 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 and gas used to determine
the Partnership's reserves for July 1, 2001 as compared to 2000, and
the increase in oil and gas revenues received by the Partnership during
2001 as compared to 2000.
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 $355,100 in
the six months ended June 30, 2001 as compared to approximately $290,300 in
the six months ended June 30, 2000. The primary source of the 2001 cash
flow from operating activities was profitable operations.
Cash flows used in financing activities were approximately $380,100 in the
six months ended June 30, 2001 as compared to approximately $225,200 in the
six months ended June 30, 2000. The only use in financing activities was
the distributions to partners.
Total distributions during the six months ended June 30, 2001 were $380,000
of which $342,000 was distributed to the limited partners and $38,000 to
the general partners. The per unit distribution to limited partners during
the six months ended June 30, 2001 was $33.70. Total distributions during
the six months ended June 30, 2000 were $225,000 of which $202,500 was
distributed to the limited partners and $22,500 to the general partners.
The per unit distribution to limited partners during the six months ended
June 30, 2000 was $19.96.
The sources for the 2001 distributions of $380,000 were oil and gas
operations of approximately $355,100, with the balance from available cash
on hand at the beginning of the period. The source for the 2000
distributions of $225,000 was oil and gas operations of approximately
$290,300.
Since inception of the Partnership, cumulative monthly cash distributions
of $6,791,823 have been made to the partners. As of June 30, 2001,
$6,133,125 or $604.43 per limited partner unit has been distributed to the
limited partners, representing a 121% return of the capital contributed.
As of June 30, 2001, the Partnership had approximately $209,800 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Partnership is not a party to any derivative or
embedded derivative instruments.
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) Reports on Form 8-K:
No reports on Form 8-
K were filed during the quarter ended June 30, 2001.
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: August 15, 2001