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, 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 0-16494 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. 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, 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 six month periods ended June 30, 1996 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 June 30, December 31, 1996 1995 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 25,087 38,072 Receivable from Managing General Partner 136,398 112,904 --------- --------- Total current assets 161,485 150,976 --------- --------- Oil and gas properties - using the full cost method of accounting 4,196,749 4,196,749 Less accumulated depreciation, depletion and amortization 2,892,434 2,819,434 --------- --------- Net oil and gas properties 1,304,315 1,377,315 --------- --------- $ 1,465,800 1,528,291 ========= ========= Liabilities and Partners' Equity Current liability - Distributions payable $ 249 155 --------- --------- Partners' equity: General partners 14,728 13,132 Limited partners 1,450,823 1,515,004 --------- --------- Total partners' equity 1,465,551 1,528,136 --------- --------- $ 1,465,800 1,528,291 ========= ========= PAGE Southwest Royalties Institutional Income Fund VIII-B, L.P. Statements of Operations (unaudited) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Revenues Income from net profits interests $ 209,175 152,806 346,830 302,656 Interest 624 515 930 909 ------- ------- ------- ------- 209,799 153,321 347,760 303,565 ------- ------- ------- ------- Expenses General and administrative 18,126 16,779 44,805 46,644 Depreciation, depletion and amortization 39,000 40,000 73,000 90,000 ------- ------- ------- ------- 57,126 56,779 117,805 136,644 ------- ------- ------- ------- Net income $ 152,673 96,542 229,955 166,921 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 17,251 12,289 27,266 23,123 ======= ======= ======= ======= General Partner $ 1,917 1,365 3,030 2,569 ======= ======= ======= ======= Limited Partners $ 133,505 82,888 199,659 141,229 ======= ======= ======= ======= Per limited partner unit $ 13.16 8.17 19.68 13.92 ======= ======= ======= ======= PAGE Southwest Royalties Institutional Income Fund VIII-B, L.P. Statements of Cash Flows (unaudited) Six Months Ended June 30, 1996 1995 Cash flows from operating activities: Cash received from income from net profits interests $ 322,268 252,181 Cash paid to suppliers (44,737) (46,873) Interest received 930 909 ------- ------- Net cash provided by operating activities 278,461 206,217 ------- ------- Cash flows provided by investing activities: Cash received from sale of oil and gas properties 1,000 48,400 ------- ------- Cash flows used in financing activities: Distributions to partners (292,446) (214,033) ------- ------- Net increase (decrease) in cash and cash equivalents (12,985) 40,584 Beginning of period 38,072 29,455 ------- ------- End of period $ 25,087 70,039 ======= ======= (continued) PAGE Southwest Royalties Institutional Income Fund VIII-B, L.P. Statements of Cash Flows, continued (unaudited) Six Months Ended June 30, 1996 1995 Reconciliation of net income to net cash provided by operating activities: Net income $ 229,955 166,921 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 73,000 90,000 Increase in receivables (24,494) (50,475) Decrease in payables - (229) ------- ------- Net cash provided by operating activities $ 278,461 206,217 ======= ======= 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. PAGE Results of Operations A. General Comparison of the Quarters Ended June 30, 1996 and 1995 The following table provides certain information regarding performance factors for the quarters ended June 30, 1996 and 1995: Three Months Ended Percentage June 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 20.45 17.73 15% Average price per mcf of gas $ 2.54 1.99 28% Oil production in barrels 14,900 14,900 - Gas production in mcf 16,200 16,400 (1%) Income from net profits interests $ 209,175 152,806 37% Partnership distributions $ 170,000 115,953 47% Limited partner distributions $ 153,000 107,253 43% Per unit distribution to limited partners $ 15.08 10.57 43% Number of limited partner units 10,147 10,147 Revenues The Partnership's income from net profits interests increased to $209,175 from $152,806 for the quarters ended June 30, 1996 and 1995, respectively, an increase of 37%. The principal factors affecting the comparison of the quarters ended June 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 June 30, 1996 as compared to the quarter ended June 30, 1995 by 15%, or $2.72 per barrel, resulting in an increase of approximately $40,500 in income from net profits interests. Oil sales represented 88% of total oil and gas sales during the quarter ended June 30, 1996 as compared to 89% during the quarter ended June 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 28%, or $.55 per mcf, resulting in an increase of approximately $9,000 in income from net profits interests. The total increase in income from net profits interests due to the change in prices received from oil and gas production is approximately $49,500. 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 remained relatively unchanged during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. Gas production decreased approximately 200 mcf or 1% during the same period, resulting in a decrease of approximately $500 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $500. 3. Lease operating costs and production taxes were 5% lower, or approximately $7,300 less during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. Costs and Expenses Total costs and expenses increased to $57,126 from $56,779 for the quarters ended June 30, 1996 and 1995, respectively, an increase of 1%. The increase is the result of higher general and administrative expense, offset by a decrease in 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 8% or approximately $1,300 during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. 2. Depletion expense decreased to $39,000 for the quarter ended June 30, 1996 from $40,000 for the same period in 1995. This represents a decrease of 3%. 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 Six Month Periods Ended June 30, 1996 and 1995 The following table provides certain information regarding performance factors for the six month periods ended June 30, 1996 and 1995: Six Months Ended Percentage June 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 19.42 17.21 13% Average price per mcf of gas $ 2.47 2.06 20% Oil production in barrels 29,300 30,700 (5%) Gas production in mcf 32,200 33,300 (3%) Income from net profits interests $ 346,830 302,656 15% Partnership distributions $ 292,540 213,953 37% Limited partner distributions $ 263,840 195,453 35% Per unit distribution to limited partners $ 26.00 19.26 35% Number of limited partner units 10,147 10,147 Revenues The Partnership's income from net profits interests increased to $346,830 from $302,656 for the six months ended June 30, 1996 and 1995, respectively, an increase of 15%. The principal factors affecting the comparison of the six months ended June 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995 by 13%, or $2.21 per barrel, resulting in an increase of approximately $67,800 in income from net profits interests. Oil sales represented 88% of total oil and gas sales during the six months ended June 30, 1996 as compared to 89% during the six months ended June 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 20%, or $.41 per mcf, resulting in an increase of approximately $13,700 in income from net profits interests. The total increase in income from net profits interests due to the change in prices received from oil and gas production is approximately $81,500. 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 1,400 barrels or 5% during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995, resulting in a decrease of approximately $27,200 in income from net profits interests. Gas production decreased approximately 1,100 mcf or 3% during the same period, resulting in a decrease of approximately $2,700 in income from net profits interests. The total decrease in income from net profits interests due to the change in production is approximately $29,900. 3. Lease operating costs and production taxes were 2% higher, or approximately $6,400 more during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995. Costs and Expenses Total costs and expenses decreased to $117,805 from $136,644 for the six months ended June 30, 1996 and 1995, respectively, a decrease of 14%. The decrease is the result of a decline in 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 decreased 4% or approximately $1,800 during the six months ended June 30, 1996 as compared to the six months ended June 30, 1995. 2. Depletion expense decreased to $73,000 for the six months ended June 30, 1996 from $90,000 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. 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 $278,500 in the six months ended June 30, 1996 as compared to approximately $206,200 in the six months ended June 30, 1995. The primary source of the 1996 cash flow from operating activities was profitable operations. Cash flows provided by investing activities were approximately $1,000 in the six months ended June 30, 1996 as compared to approximately $48,400 in the six months ended June 30, 1995. The principle source of the 1996 cash flow from investing activities was the sale of oil and gas properties. Cash flows used in financing activities were approximately $292,400 in the six months ended June 30, 1996 as compared to approximately $214,000 in the six months ended June 30, 1995. The only use in financing activities was the distributions to partners. Total distributions during the six months ended June 30, 1996 were $292,540 of which $263,840 was distributed to the limited partners and $28,700 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1996 was $26.00. Total distributions during the six months ended June 30, 1995 were $213,953 of which $195,453 was distributed to the limited partners and $18,500 to the general partners. The per unit distribution to limited partners during the six months ended June 30, 1995 was $19.26. The sources for the 1996 distributions of $292,540 were oil and gas operations of approximately $278,500 and the sale of oil and gas properties of approximately $1,000, with the balance from available cash on hand at the beginning of the period. The sources for the 1995 distributions of $213,953 were oil and gas operations of approximately $206,200 and the sale of oil and gas properties of approximately $48,400, resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $4,447,115 have been made to the partners. As of June 30, 1996, $4,020,841 or $396.26 per limited partner unit has been distributed to the limited partners, representing a 79% return of the capital contributed. As of June 30, 1996, the Partnership had approximately $161,200 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 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) None (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 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 12, 1996