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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 2001
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
407 N. Big Spring, Suite 300, Midland, Texas 79701
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (915) 686-9927
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
limited partnership interests
Indicate by check mark whether registrant (1) has filed 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [x]
The registrant's outstanding securities consist of Units of limited
partnership interests for which there exists no established public market
from which to base a calculation of aggregate market value.
The total number of pages contained in this report is 42. There is no
exhibit index.
Table of Contents
Item Page
Part I
1. Business 3
2. Properties 7
3. Legal Proceedings 9
4. Submission of Matters to a Vote of Security Holders 9
Part II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 10
6. Selected Financial Data 11
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
8. Financial Statements and Supplementary Data 20
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 36
Part III
10. Directors and Executive Officers of the Registrant 36
11. Executive Compensation 39
12. Security Ownership of Certain Beneficial Owners and
Management 39
13. Certain Relationships and Related Transactions 40
Part IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 41
Signatures 42
Part I
Item 1. Business
General
Southwest Royalties Institutional Income Fund VIII-B, L.P. (the
"Partnership" or "Registrant") was organized as a Delaware limited
partnership on November 30, 1987. The offering of limited partnership
interests began March 31, 1988, reached minimum capital requirements on
July 11, 1988 and concluded on March 31, 1989. The Partnership has no
subsidiaries.
The Partnership has expended its capital and acquired interests in
producing oil and gas properties. After such acquisitions, the Partnership
has produced and marketed the crude oil and natural gas produced from such
properties. In most cases the Partnership purchased royalty or overriding
royalty interests and working interests in oil and gas properties that were
converted into net profits interests or other nonoperating interests. The
Partnership purchased either all or part of the rights and obligations
under various oil and gas leases.
The principal executive offices of the Partnership are located at 407 N.
Big Spring, Suite 300, Midland, Texas, 79701. The Managing General Partner
of the Partnership, Southwest Royalties, Inc. (the "Managing General
Partner") and its staff of 89 individuals, together with certain
independent consultants used on an "as needed" basis, perform various
services on behalf of the Partnership, including the selection of oil and
gas properties and the marketing of production from such properties. H. H.
Wommack, III, a stockholder, director, President and Treasurer of the
Managing General Partner, is also a general partner. Effective December 31,
2001, Mr. Wommack sold his general partner interest to the Managing General
Partner. The Partnership has no employees.
Principal Products, Marketing and Distribution
The Partnership has acquired and holds royalty interests and net profit
interests in oil and gas properties located in New Mexico and Texas. All
activities of the Partnership are confined to the continental United
States. All oil and gas produced from these properties is sold to
unrelated third parties in the oil and gas business.
The revenues generated from the Partnership's oil and gas activities are
dependent upon the current market for oil and gas. The prices received by
the Partnership for its oil and gas production depend upon numerous factors
beyond the Partnership's control, including competition, economic,
political and regulatory developments and competitive energy sources, and
make it particularly difficult to estimate future prices of oil and natural
gas.
For nearly nine months, despite the fears of a global recession, crude oil
prices held steady between $26 and $28 per barrel due in part to a series
of OPEC and non-OPEC production cuts. Then, following what has become
known simply as "9-11", crude prices plunged immediately to $22 and
gradually fell to below $18 per barrel. Slower demand across the U.S.
caused by the threat of recession and warmer than expected weather also led
to declining prices in the latter half of 2001. However, the oil cartel
and other non-member countries agreed for the fourth time since February to
curb output in an effort to stabilize prices. Crude oil contracts trading
on the NYMEX closed the year at approximately $20 per barrel.
Spot prices in 2001 climbed to their highest levels ever, with the yearly
average price nationwide reaching $4.14/MMBtu, up 9.77% from the 2000
average of $3.77/MMBtu. Prices reached their zenith in the first quarter
of 2001 before beginning a steady decline throughout the remainder of the
year. The terrorist attacks of September 11 knocked the New York
Mercantile Exchange out of the market for several days and shook the spot
marketplace into a maintenance mode. As companies measured the impact of
the attacks on the U.S. economy, spot prices deteriorated further. In the
fourth quarter, prices bottomed out for the year with the three-month
average falling to $2.31/MMBtu. As for 2002, record-high storage levels
and the expectation of a flat economy through the first half of the year
are leading industry experts to predict prices to average $2.05/MMBtu,
remaining above the $2.00 per MMBtu level for a 5th consecutive year.
Following is a table of the ratios of revenues received from oil and gas
production for the last three years:
Oil Gas
2001 84% 16%
2000 86% 14%
1999 85% 15%
As the table indicates, the majority of the Partnership's revenue is from
its oil production; therefore, Partnership revenues will be highly
dependent upon the future prices and demands for oil.
Seasonality of Business
Although the demand for natural gas is highly seasonal, with higher demand
in the colder winter months and in very hot summer months, the Partnership
has been able to sell all of its natural gas, either through contracts in
place or on the spot market at the then prevailing spot market price. As a
result, the volumes sold by the Partnership have not fluctuated materially
with the change of season.
Customer Dependence
No material portion of the Partnership's business is dependent on a single
purchaser, or a very few purchasers, where the loss of one would have a
material adverse impact on the Partnership. Three purchasers accounted for
79% of the Partnership's total oil and gas production during 2001: Plains
Marketing LP for 57%, Mobil Corporation for 11% and Exxon Company USA for
11%. Two purchasers accounted for 80% of the Partnership's total oil and
gas production during 2000: Plains Marketing LP for 57% and Mobil
Corporation for 23%. Two purchasers accounted for 76% of the Partnership's
total oil and gas production during 1999: Scurlock Permian LLC for 52% and
Mobil Corporation for 24%. All purchasers of the Partnership's oil and gas
production are unrelated third parties. In the event any of these
purchasers were to discontinue purchasing the Partnership's production, the
Managing General Partner believes that a substitute purchaser or purchasers
could be located without undue delay. No other purchaser accounted for an
amount equal to or greater than 10% of the Partnership's sales of oil and
gas production.
Competition
Because the Partnership has utilized all of its funds available for the
acquisition of net profits or royalty interests in producing oil and gas
properties, it is not subject to competition from other oil and gas
property purchasers. See Item 2, Properties.
Factors that may adversely affect the Partnership include delays in
completing arrangements for the sale of production, availability of a
market for production, rising operating costs of producing oil and gas and
complying with applicable water and air pollution control statutes,
increasing costs and difficulties of transportation, and marketing of
competitive fuels. Moreover, domestic oil and gas must compete with
imported oil and gas and with coal, atomic energy, hydroelectric power and
other forms of energy.
Regulation
Oil and Gas Production - The production and sale of oil and gas is subject
to federal and state governmental regulation in several respects, such as
existing price controls on natural gas and possible price controls on crude
oil, regulation of oil and gas production by state and local governmental
agencies, pollution and environmental controls and various other direct and
indirect regulation. Many jurisdictions have periodically imposed
limitations on oil and gas production by restricting the rate of flow for
oil and gas wells below their actual capacity to produce and by imposing
acreage limitations for the drilling of wells. The federal government has
the power to permit increases in the amount of oil imported from other
countries and to impose pollution control measures.
Various aspects of the Partnership's oil and gas activities are regulated
by administrative agencies under statutory provisions of the states where
such activities are conducted and by certain agencies of the federal
government for operations on Federal leases. Moreover, certain prices at
which the Partnership may sell its natural gas production are controlled by
the Natural Gas Policy Act of 1978, the Natural Gas Wellhead Decontrol Act
of 1989 and the regulations promulgated by the Federal Energy Regulatory
Commission.
Environmental - The Partnership's oil and gas activities are subject to
extensive federal, state and local laws and regulations governing the
generation, storage, handling, emission, transportation and discharge of
materials into the environment. Governmental authorities have the power to
enforce compliance with their regulations, and violations carry substantial
penalties. This regulatory burden on the oil and gas industry increases
its cost of doing business and consequently affects its profitability. The
Managing General Partner is unable to predict what, if any, effect
compliance will have on the Partnership.
Industry Regulations and Guidelines - Certain industry regulations and
guidelines apply to the registration, qualification and operation of oil
and gas programs in the form of limited partnerships. The Partnership is
subject to these guidelines which regulate and restrict transactions
between the Managing General Partner and the Partnership.
The Partnership complies with these guidelines and the Managing General
Partner does not anticipate that continued compliance will have a material
adverse effect on Partnership operations.
Partnership Employees
The Partnership has no employees; however the Managing General Partner has
a staff of geologists, engineers, accountants, landmen and clerical staff
who engage in Partnership activities and operations and perform additional
services for the Partnership as needed. In addition to the Managing
General Partner's staff, the Partnership engages independent consultants
such as petroleum engineers and geologists as needed. As of December 31,
2001, there were 89 individuals directly employed by the Managing General
Partner in various capacities.
Item 2. Properties
In determining whether an interest in a particular producing property was
to be acquired, the Managing General Partner considered such criteria as
estimated oil and gas reserves, estimated cash flow from the sale of
production, present and future prices of oil and gas, the extent of
undeveloped and unproved reserves, the potential for secondary, tertiary
and other enhanced recovery projects and the availability of markets.
As of December 31, 2001, the Partnership possessed an interest in oil and
gas properties located in Eddy and Lea Counties of New Mexico; Andrews,
Cochran, Crockett, Dawson, Dimmitt, Gaines, Garza, Glasscock, Hockley,
Martin, Nolan, Pecos, Reagan, Reeves, Scurry, Sterling, Stonewall, Terry,
Winkler, Ward, Yoakum and Zavala Counties of Texas. The Partnership owns
royalty interests and net profit interests in the wells; however, a
substantial majority of the interests are net profit interests. These
properties consist of various interests in approximately 2,464 wells and
units.
Due to the Partnership's objective of maintaining current operations
without engaging in the drilling of any developmental or exploratory wells,
or additional acquisitions of producing properties, there has not been any
significant changes in properties during 2001, 2000 and 1999.
There were no property sales during 2001, 2000 and 1999.
Significant Properties
The following table reflects the significant properties in which the
Partnership has an interest:
Date
Purchased No. of Proved Reserves*
Name and Location and Interest Wells Oil (bbls) Gas (mcf)
- ----------------- ------------ ----- ---------- ---------
Mobil 4/89 at 5% to 19 65,000 128,000
Ward and Reeves 50% net profits
Counties, Texas interest
North American 3/89 at 50% to 3 157,000 -
Royalties 100% net profits
Yoakum County, interest
Texas
Rasmussen 6/89 at 1.5% 21 67,000 106,000
Winkler County, to 19% royalty
Texas and net profits
interest
*Ryder Scott Petroleum Engineers prepared the reserve and present value
data for the Partnership's existing properties as of January 1, 2002. The
reserve estimates were made in accordance with guidelines established by
the Securities and Exchange Commission pursuant to Rule 4-10(a) of
Regulation S-X. Such guidelines require oil and gas reserve reports be
prepared under existing economic and operating conditions with no
provisions for price and cost escalation except by contractual
arrangements.
Oil price adjustments were made in the individual evaluations to reflect
oil quality, gathering and transportation costs. The results of the reserve
report as of January 1, 2002 are an average price of $17.94 per barrel.
Gas price adjustments were made in the individual evaluations to reflect
BTU content, gathering and transportation costs and gas processing and
shrinkage. The results of the reserve report as of January 1, 2002 are an
average price of $2.52 per Mcf.
As also discussed in Part II, Item 7, Management's Discussion and Analysis
of Financial Condition and Results of Operations, oil and gas prices were
subject to frequent changes in 2001.
The evaluation of oil and gas properties is not an exact science and
inevitably involves a significant degree of uncertainty, particularly with
respect to the quantity of oil or gas that any given property is capable of
producing. Estimates of oil and gas reserves are based on available
geological and engineering data, the extent and quality of which may vary
in each case and, in certain instances, may prove to be inaccurate.
Consequently, properties may be depleted more rapidly than the geological
and engineering data have indicated.
Unanticipated depletion, if it occurs, will result in lower reserves than
previously estimated; thus an ultimately lower return for the Partnership.
Basic changes in past reserve estimates occur annually. As new data is
gathered during the subsequent year, the engineer must revise his earlier
estimates. A year of new information, which is pertinent to the estimation
of future recoverable volumes, is available during the subsequent year
evaluation. In applying industry standards and procedures, the new data
may cause the previous estimates to be revised. This revision may increase
or decrease the earlier estimated volumes. Pertinent information gathered
during the year may include actual production and decline rates, production
from offset wells drilled to the same geologic formation, increased or
decreased water production, workovers, and changes in lifting costs, among
others. Accordingly, reserve estimates are often different from the
quantities of oil and gas that are ultimately recovered.
The Partnership has reserves which are classified as proved developed
producing, proved developed non-producing and proved undeveloped. All of
the proved reserves are included in the engineering reports which evaluate
the Partnership's present reserves.
Because the Partnership does not engage in drilling activities, the
development of proved undeveloped reserves is conducted pursuant to farm-
out arrangements with the Managing General Partner or unrelated third
parties. Generally, the Partnership retains a carried interest such as an
overriding royalty interest under the terms of a farm-out, or receives
cash.
The Partnership or the owners of properties in which the Partnership owns
an interest can engage in workover projects or supplementary recovery
projects, for example, to extract behind the pipe reserves which qualify as
proved developed non-producing reserves. See Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Partnership is
a party.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth
quarter of 2001 through the solicitation of proxies or otherwise.
Part II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Market Information
Limited partnership interests, or units, in the Partnership were initially
offered and sold for a price of $500. Limited partner units are not traded
on any exchange and there is no public or organized trading market for
them. The Managing General Partner has become aware of certain limited and
sporadic transfers of units between limited partners and third parties, but
has no verifiable information regarding the prices at which such units have
been transferred. Further, a transferee may not become a substitute
limited partner without the consent of the Managing General Partner.
After completion of the Partnership's first full fiscal year of operations
and each year thereafter, the Managing General Partner has offered and will
continue to offer to purchase each limited partner's interest in the
Partnership, at a price based on tangible assets of the Partnership, plus
the present value of the future net revenues of proved oil and gas
properties, minus liabilities with a risk factor discount of up to one-
third which may be implemented in the sole discretion of the Managing
General Partner. However, the Managing General Partner's obligation to
purchase limited partner units is limited to an expenditure of an amount
not in excess of 10% of the total limited partner units initially
subscribed for by limited partners. In 2001, 379 limited partner units were
tendered to and purchased by the Managing General Partner at an average
base price of $314.39 per unit. In 2000, 650.0 limited partner units were
tendered to and purchased by the Managing General Partner at an average
base price of $178.93 per unit. In 1999, 191 limited partner units were
tendered to and purchased by the Managing General Partner at an average
base price of $59.26 per unit.
Number of Limited Partner Interest Holders
As of December 31, 2001, there were 520 holders of limited partner units in
the Partnership.
Distributions
Pursuant to Article IV, Section 4.01 of the Partnership's Certificate and
Agreement of Limited Partnership "Net Cash Flow" is distributed to the
partners on a quarterly basis. "Net Cash Flow" is defined as "the cash
generated by the Partnership's investments in producing oil and gas
properties, less (i) General and Administrative Costs, (ii) Operating
Costs, and (iii) any reserves necessary to meet current and anticipated
needs of the Partnership, as determined in the sole discretion of the
Managing General Partner."
During 2001, quarterly distributions were made totaling $620,264, with
$558,238 distributed to the limited partners and $62,026 to the general
partners. For the year ended December 31, 2001, distributions of $55.02
per limited partner unit were made, based upon 10,147 limited partner units
outstanding. During 2000, quarterly distributions were made totaling
$650,236, with $585,212 distributed to the limited partners and $65,024 to
the general partners. For the year ended December 31, 2000, distributions
of $57.67 per limited partner unit were made, based upon 10,147 limited
partner units outstanding. Distributions for 2000 increased significantly
due to the record high oil and gas prices received during the year. During
1999, distributions were made totaling $180,000, with $162,000 distributed
to the limited partners and $18,000 to the general partners. For the year
ended December 31, 1999, distributions of $15.97 per limited partner unit
were made, based upon 10,147 limited partner units outstanding.
Item 6. Selected Financial Data
The following selected financial data for the years ended December 31,
2001, 2000, 1999, 1998 and 1997 should be read in conjunction with the
financial statements included in Item 8:
Years ended December 31,
--------------------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Revenues $ 542,990 824,878 386,378 197,832 575,325
Net income (loss) 411,583 713,329 275,872 (398,635) 319,497
Partners' share
of net income
(loss):
General partners 46,458 74,533 30,887 10,699 49,450
Limited partners 365,124 638,796 244,985 (409,334) 270,047
Limited partners'
net income (loss)
per unit 35.98 62.95 24.14 (40.34) 26.61
Limited partners'
cash distributions
per unit 55.02 57.67 15.97 21.53 51.53
Total assets $ 530,902 739,259 676,489 580,626 1,219,313
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Partnership was formed to acquire nonoperating interests in producing
oil and gas properties, to produce and market crude oil and natural gas
produced from such properties and to distribute any net proceeds from
operations to the general and limited partners. Net revenues from
producing oil and gas properties are not reinvested in other revenue
producing assets except to the extent that producing facilities and wells
are reworked or where methods are employed to improve or enable more
efficient recovery of oil and gas reserves. The economic life of the
Partnership thus depends on the period over which the Partnership's oil and
gas reserves are economically recoverable.
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 farm-out arrangements and on 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 limited
partners is therefore expected to fluctuate in later years based on these
factors.
Based on current conditions, management anticipates performing no workovers
during 2002 to enhance production. The partnership will most likely
experience the historical production decline of approximately 9% per year.
Critical Accounting Policies
Full cost ceiling calculations The Partnership follows the full cost method
of accounting for its oil and gas properties. The full cost method
subjects companies to quarterly calculations of a "ceiling", or limitation
on the amount of properties that can be capitalized on the balance sheet.
If the Partnership's capitalized costs are in excess of the calculated
ceiling, the excess must be written off as an expense.
The Partnership's discounted present value of its proved oil and natural
gas reserves is a major component of the ceiling calculation, and
represents the component that requires the most subjective judgments.
Estimates of reserves are forecasts based on engineering data, projected
future rates of production and the timing of future expenditures. The
process of estimating oil and natural gas reserves requires substantial
judgment, resulting in imprecise determinations, particularly for new
discoveries. Different reserve engineers may make different estimates of
reserve quantities based on the same data. The Partnership's reserve
estimates are prepared by outside consultants.
The passage of time provides more qualitative information regarding
estimates of reserves, and revisions are made to prior estimates to reflect
updated information. However, there can be no assurance that more
significant revisions will not be necessary in the future. If future
significant revisions are necessary that reduce previously estimated
reserve quantities, it could result in a full cost property writedown. In
addition to the impact of these estimates of proved reserves on calculation
of the ceiling, estimates of proved reserves are also a significant
component of the calculation of DD&A.
While the quantities of proved reserves require substantial judgment, the
associated prices of oil and natural gas reserves that are included in the
discounted present value of the reserves do not require judgment. The
ceiling calculation dictates that prices and costs in effect as of the last
day of the period are generally held constant indefinitely. Because the
ceiling calculation dictates that prices in effect as of the last day of
the applicable quarter are held constant indefinitely, the resulting value
is not indicative of the true fair value of the reserves. Oil and natural
gas prices have historically been cyclical and, on any particular day at
the end of a quarter, can be either substantially higher or lower than the
Partnership's long-term price forecast that is a barometer for true fair
value.
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.
Results of Operations
A. General Comparison of the Years Ended December 31, 2001 and 2000
The following table provides certain information regarding performance
factors for the years ended December 31, 2001 and 2000:
Year Ended Percentage
December 31, Increase
2001 2000 (Decrease)
---- ---- ---------
Average price per barrel of oil $ 24.21 28.73 (16%)
Average price per mcf of gas $ 4.12 4.45 (7%)
Oil production in barrels 40,100 41,000 (2%)
Gas production in mcf 43,700 43,600 -
Income from net profits interests $ 538,441 813,940 (34%)
Partnership distributions $ 620,264 650,236 (5%)
Limited partner distributions $ 558,238 585,212 (5%)
Per unit distribution to limited partners $ 55.02 57.67 (5%)
Number of limited partner units 10,147 10,147
Revenues
The Partnership's income from net profits interests decreased to $538,441
from $813,940 for the years ended December 31, 2001 and 2000, respectively,
a decrease of 34%. The principal factors affecting the comparison of the
years ended December 31, 2001 and 2000 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the year ended December 31, 2001 as compared to the
year ended December 31, 2000 by 16%, or $4.52 per barrel, resulting in
a decrease of approximately $181,300 in income from net profits
interests. Oil sales represented 84% of total oil and gas sales during
the year ended December 31, 2001 as compared to 86% during the year
ended December 31, 2000.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 7%, or $.33 per mcf, resulting in a
decrease of approximately $14,400 in income from net profits interests.
The total decrease in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$195,700. 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 900 barrels or 2% during the
year ended December 31, 2001 as compared to the year ended December 31,
2000, resulting in a decrease of approximately $25,900 in income from
net profits interests.
Gas production increased approximately 100 mcf or less than 1% during
the same period, resulting in an increase of approximately $400 in
income from net profits interests.
The net total decrease in income from net profits interests due to the
change in production is approximately $25,500.
3. Lease operating costs and production taxes were 10% higher, or
approximately $54,500 more during the year ended December 31, 2001 as
compared to the year ended December 31, 2000.
Costs and Expenses
Total costs and expenses increased to $131,407 from $111,549 for the years
ended December 31, 2001 and 2000, respectively, an increase of 18%. 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 1%
or approximately $1,100 during the year ended December 31, 2001 as
compared to the year ended December 31, 2000.
2. Depletion expense increased to $53,000 for the year ended December 31,
2001 from $32,000 for the same period in 2000. This represents an increase
of 66%. 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.
The major factor to the increase in depletion expense between the
comparative periods was the decrease in the price of oil and gas used
to determine the Partnership's reserves for January 1, 2002 as compared
to 2001, and the decrease in oil and gas revenues received by the
Partnership during 2001 as compared to 2000, and the decrease in oil
and gas revenues received by the Partnership during 2001 as compared to
2000. Revisions of previous estimates can be attributed to the changes
in production performance, oil and gas price and production costs. The
impact of the revision would have increased depletion expense
approximately $15,000 as of December 31, 2000.
Results of Operations
B. General Comparison of the Years Ended December 31, 2000 and 1999
The following table provides certain information regarding performance
factors for the years ended December 31, 2000 and 1999:
Year Ended Percentage
December 31, Increase
2000 1999 (Decrease)
---- ---- ---------
Average price per barrel of oil $ 28.73 17.27 66%
Average price per mcf of gas $ 4.45 2.47 80%
Oil production in barrels 41,000 42,140 (3%)
Gas production in mcf 43,600 51,370 (15%)
Income from net profits interests $ 813,940 384,352 112%
Partnership distributions $ 650,236 180,000 261%
Limited partner distributions $ 585,212 162,000 261%
Per unit distribution to limited partners $ 57.67 15.97 261%
Number of limited partner units 10,147 10,147
Revenues
The Partnership's income from net profits interests increased to $813,940
from $384,352 for the years ended December 31, 2000 and 1999, respectively,
an increase of 112%. The principal factors affecting the comparison of the
years ended December 31, 2000 and 1999 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the year ended December 31, 2000 as compared to the
year ended December 31, 1999 by 66%, or $11.46 per barrel, resulting in
an increase of approximately $469,900 in income from net profits
interests. Oil sales represented 86% of total oil and gas sales during
the year ended December 31, 2000 as compared to 85% during the year
ended December 31, 1999.
The average price for an mcf of gas received by the Partnership
increased during the same period by 80%, or $1.98 per mcf, resulting in
an increase of approximately $86,300 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
$556,200. 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 decreased approximately 1,140 barrels or 3% during the
year ended December 31, 2000 as compared to the year ended December 31,
1999, resulting in a decrease of approximately $19,700 in income from
net profits interests.
Gas production decreased approximately 7,770 mcf or 15% during the same
period, resulting in a decrease of approximately $19,200 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $38,900. The decrease in gas
production is due primarily to one well, which experienced a gas leak
in the main line.
3. Lease operating costs and production taxes were 19% higher, or
approximately $87,600 more during the year ended December 31, 2000 as
compared to the year ended December 31, 1999. The increase in lease
operating costs and production taxes is due in part to an increase in
major repairs and maintenance and in part to the rise in production
taxes directly associated with the rise in oil and gas prices received
during the past year. The rise in oil and gas prices for 2000 has
allowed the Partnership to perform these repairs and maintenance in the
hopes of increasing production, thereby increasing revenues.
Costs and Expenses
Total costs and expenses increased to $111,549 from $110,506 for the years
ended December 31, 2000 and 1999, respectively, an increase of 1%. The
increase is the result of lower depletion expense, partially offset by an
increase 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 increased 3%
or approximately $2,000 during the year ended December 31, 2000 as
compared to the year ended December 31, 1999.
3. Depletion expense decreased to $32,000 for the year ended December 31,
2000 from $33,000 for the same period in 1999. This represents a decrease
of 3%. 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.
The major factor to the decrease in depletion expense between the
comparative periods was the increase in the price of oil and gas used
to determine the Partnership's reserves for January 1, 2001 as compared
to 2000. Revisions of previous estimates can be attributed to the
changes in production performance, oil and gas price and production
costs. The impact of the revision would have increased depletion
expense approximately $5,000 as of December 31, 1999.
C. Revenue and Distribution Comparison
Partnership net income for the years ended December 31, 2001, 2000 and 1999
was $411,583, $713,329 and $275,872, respectively. Excluding the effects
of depreciation, depletion, and amortization net income for the years ended
December 31, 2001, 2000 and 1999 would have been $464,583, $745,329 and
$308,872, respectively. Correspondingly, Partnership distributions for the
years ended December 31, 2001, 2000 and 1999 were $620,264, $650,236 and
$180,000, respectively. These differences are indicative of the changes in
oil and gas prices, production and properties during 2001, 2000 and 1999.
The sources for the 2001 distributions of $620,264 were oil and gas
operations of approximately $581,400, with the balance from available cash
on hand at the beginning of the period. The sources for the 2000
distributions of $650,236 were oil and gas operations of approximately
$687,000, resulting in excess cash for contingencies or subsequent
distributions. The sources for the 1999 distributions of $180,000 were oil
and gas operations of approximately $211,500, resulting in excess cash for
contingencies or subsequent distributions.
Total distributions during the year ended December 31, 2001 were $620,264
of which $558,238 was distributed to the limited partners and $62,026 to
the general partners. The per unit distribution to limited partners during
the same period was $55.02. Total distributions during the year ended
December 31, 2000 were $650,236 of which $585,212 was distributed to the
limited partners and $65,024 to the general partners. The per unit
distribution to limited partners during the same period was $57.67. Total
distributions during the year ended December 31, 1999 were $180,000 of
which $162,000 was distributed to the limited partners and $18,000 to the
general partners. The per unit distribution to limited partners during the
same period was $15.97.
Since inception of the Partnership, cumulative monthly cash distributions
of $7,032,087 have been made to the partners. As of December 31, 2001,
$6,349,363 or $625.74 per limited partner unit, has been distributed to the
limited partners, representing a 125% return of the capital contributed.
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 $581,400 in
2001 compared to $687,000 in 2000 and approximately $211,500 in 1999. The
primary source of the 2001 cash flow from operating activities was
profitable operations.
The Partnership had no cash flows from investing activities in 2001, 2000
and 1999
Cash flows used in financing activities were approximately $619,900 in 2001
compared to $650,600 in 2000 and approximately $180,000 in 1999. The only
use in financing activities was the distributions to partners.
As of December 31, 2001, the Partnership had approximately $122,900 in
working capital. The Managing General Partner knows of no unusual
contractual commitments and believes the revenue generated from operations
are adequate to meet the needs of the Partnership.
Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure with
$50.0 million and $123.7 million of principal due in August of 2003 and
October of 2004, respectively. The Managing General Partner will incur
approximately $17.6 million in interest payments in 2002 on its debt
obligations. Due to the depressed commodity prices experienced during the
last quarter of 2001, the Managing General Partner is experiencing
difficulty in generating sufficient cash flow to meet its obligations and
sustain its operations. The Managing General Partner is currently in the
process of renegotiating the terms of its various obligations with its
creditors and/or attempting to seek new lenders or equity investors.
Additionally, the Managing General Partner would consider disposing of
certain assets in order to meet its obligations.
There can be no assurance that the Managing General Partner's debt
restructuring efforts will be successful or that the lenders will agree to
a course of action consistent with the Managing General Partners
requirements in restructuring the obligations. Even if such agreement is
reached, it may require approval of additional lenders, which is not
assured. Furthermore, there can be no assurance that the sales of assets
can be successfully accomplished on terms acceptable to the Managing
General Partner. Under current circumstances, the Managing General
Partner's ability to continue as a going concern depends upon its ability
to (1) successfully restructure its obligations or obtain additional
financing as may be required, (2) maintain compliance with all debt
covenants, (3) generate sufficient cash flow to meet its obligations on a
timely basis, and (4) achieve satisfactory levels of future earnings. If
the Managing General Partner is unsuccessful in its efforts, it may be
unable to meet its obligations making it necessary to undertake such other
actions as may be appropriate to preserve asset values. Upon the
occurrence of any event of dissolution by the Managing General Partner, the
holders of a majority of limited partnership interests may, by written
agreement, elect to continue the business of the Partnership in the
Partnership's name, with Partnership property, in a reconstituted
partnership under the terms of the partnership agreement and to designate a
successor Managing General Partner.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No.133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 133, as
amended by SFAS No. 138, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded
in other contracts and for hedging activities. Assessment by the Managing
General Partner revealed this pronouncement to have no impact on the
partnerships.
The FASB has issued Statement No. 143 "Accounting for Asset Retirement
Obligations" which establishes requirements for the accounting of removal-
type costs associated with asset retirements. The standard is effective
for fiscal years beginning after June 15, 2002, with earlier application
encouraged. The Managing General Partner is currently assessing the impact
on the partnerships financial statements.
On October 3, 2001, the FASB issued Statements No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets." This pronouncement
supercedes FAS 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed" and eliminates the requirement of
Statement 121 to allocate goodwill to long-lived assets to be tested for
impairment. The provisions of this statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years. The Managing General Partner is
currently assessing the impact to the partnerships financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Partnership is not a party to any derivative or embedded derivative
instruments.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page
Independent Auditors Report 21
Balance Sheets 22
Statements of Operations 23
Statement of Changes in Partners' Equity 24
Statements of Cash Flows 25
Notes to Financial Statements 27
INDEPENDENT AUDITORS REPORT
The Partners
Southwest Royalties Institutional
Income Fund VIII-B, L.P.
(A Delaware Limited Partnership)
We have audited the accompanying balance sheets of Southwest Royalties
Institutional Income Fund VIII-B, L.P. (the "Partnership") as of December
31, 2001 and 2000, and the related statements of operations, changes in
partners' equity and cash flows for each of the years in the three year
period ended December 31, 2001. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Southwest Royalties
Institutional Income Fund VIII-B, L.P. as of December 31, 2001 and 2000 and
the results of its operations and its cash flows for each of the years in
the three year period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.
KPMG LLP
Midland, Texas
March 10, 2002
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Balance Sheets
December 31, 2001 and 2000
2001 2000
---- ----
Assets
------
Current assets:
Cash and cash equivalents $ 63,123 101,708
Receivable from Managing General Partner 60,341 177,112
- --------- ---------
Total current assets
123,464 278,820
- --------- ---------
Oil and gas properties - using the full-
cost method of accounting 4,133,496 4,133,496
Less accumulated depreciation,
depletion and amortization
3,726,058 3,673,058
- --------- ---------
Net oil and gas properties
407,438 460,438
- --------- ---------
$
530,902 739,258
========= =========
Liabilities and Partners' Equity
--------------------------------
Current liability - distributions payable $ 523 199
- --------- ---------
Partners' equity:
General partners 6,620 22,188
Limited partners 523,759 716,871
- --------- ---------
Total partners' equity
530,379 739,059
- --------- ---------
$
530,902 739,258
========= =========
The accompanying notes are an integral
part of these financial statements.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Statements of Operations
Years ended December 31, 2001, 2000 and 1999
2001 2000 1999
---- ---- ----
Revenues
--------
Income from net profits interests $ 538,441 813,940 384,352
Interest 4,549 7,024 2,026
Miscellaneous - 3,914 -
-------
- ------- -------
542,990
824,878 386,378
-------
- ------- -------
Expenses
--------
General and administrative 78,407 79,549 77,506
Depreciation, depletion and amortization 53,000 32,000 33,000
-------
- ------- -------
131,407
111,549 110,506
-------
- ------- -------
Net income $ 411,583 713,329 275,872
=======
======= =======
Net income allocated to:
Managing General Partner $ 81,812 67,080 27,798
=======
======= =======
General partner $ 4,646 7,453 3,089
=======
======= =======
Limited partners $ 365,125 638,796 244,985
=======
======= =======
Per limited partner unit $ 35.98 62.95 24.14
=======
======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Statement of Changes in Partners' Equity
Years ended December 31, 2001, 2000 and 1999
General Limited
Partners Partners Total
-------- -------- -----
Balance at December 31, 1998 $ (208) 580,302 580,094
Net income 30,887 244,985 275,872
Distributions (18,000) (162,000) (180,000)
-------
- --------- ---------
Balance at December 31, 1999 12,679 663,287 675,966
Net income 74,533 638,796 713,329
Distributions (65,024) (585,212) (650,236)
-------
- --------- ---------
Balance at December 31, 2000 22,188 716,871 739,059
Net income 46,458 365,125 411,583
Distributions (62,026) (558,238) (620,264)
-------
- --------- ---------
Balance at December 31, 2001 $ 6,620 523,759 530,379
=======
========= =========
The accompanying notes are an integral
part of these financial statements.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Statements of Cash Flows
Years ended December 31, 2001, 2000 and 1999
2001 2000 1999
---- ---- ----
Cash flows from operating activities:
Cash received from net profits interests $ 654,636 761,009 288,105
Cash paid to Managing General Partner
for administrative fees and general
and administrative overhead
(77,831) (80,804)(78,645)
Interest received 4,549 7,024 2,026
--------
- -------- --------
Net cash provided by operating activities 581,354 687,229
211,486
--------
- -------- --------
Cash flows used in financing activities:
Distributions to partners (619,939) (650,560)(180,009)
--------
- -------- --------
Net (decrease) increase in cash and
cash equivalents (38,585) 36,669 31,477
Beginning of year 101,708 65,039 33,562
--------
- -------- --------
End of year $ 63,123 101,708 65,039
========
======== ========
(continued)
The accompanying notes are an integral
part of these financial statements.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Statements of Cash Flows, continued
Years ended December 31, 2001, 2000 and 1999
2001 2000 1999
---- ---- ----
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 411,583 713,329 275,872
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 53,000 32,000
33,000
Decrease (increase) in receivables 116,195 (56,845) (96,247)
Increase (decrease) in payables 576 (1,255) (1,139)
-------
- ------- -------
Net cash provided by operating activities $ 581,354 687,229 211,486
=======
======= =======
The accompanying notes are an integral
part of these financial statements.
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. Effective December 31, 2001, Mr. Wommack sold his general
partner interest to the Managing 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
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.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
2. Summary of Significant Accounting Policies - continued
Oil and Gas Properties - continued
Under the units of revenue method, the Partnership computes the
provision by multiplying the total unamortized cost of oil and gas
properties by an overall rate determined by dividing (a) oil and gas
revenues during the period by (b) the total future gross oil and gas
revenues as estimated by the Partnership's independent petroleum
consultants. It is reasonably possible that those estimates of
anticipated future gross revenues, the remaining estimated economic
life of the product, or both could be changed significantly in the
near term due to the potential fluctuation of oil and gas prices or
production. The depletion estimate would also be affected by this
change.
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 December 31, 2001, 2000 and 1999 the
net capitalized costs did not exceed the estimated present value of
oil and gas reserves.
The Partnership's interest in oil and gas properties consists of net
profits interests in proved properties located within the continental
United States. A net profits interest is created when the owner of a
working interest in a property enters into an arrangement providing
that the net profits interest owner will receive a stated percentage
of the net profit from the property. The net profits interest owner
will not otherwise participate in additional costs and expenses of the
property.
Estimates and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. The Partnerships depletion
calculation and full-cost ceiling test for oil and gas properties uses
oil and gas reserves estimates, which are inherently imprecise. Actual
results could differ from those estimates.
Syndication Costs
Syndication costs are accounted for as a reduction of partnership
equity.
Environmental Costs
The Partnership is subject to extensive federal, state and local
environmental laws and regulations. These laws, which are constantly
changing, regulate the discharge of materials into the environment and
may require the Partnership to remove or mitigate the environmental
effects of the disposal or release of petroleum or chemical substances
at various sites. Environmental expenditures are expensed or
capitalized depending on their future economic benefit.
Costs which improve a property as compared with the condition of the
property when originally constructed or acquired and costs which
prevent future environmental contamination are capitalized.
Expenditures that relate to an existing condition caused by past
operations and that have no future economic benefits are expensed.
Liabilities for expenditures of a non-capital nature are recorded when
environmental assessment and/or remediation is probable, and the costs
can be reasonably estimated.
Gas Balancing
The Partnership utilizes the sales method of accounting for gas-
balancing arrangements. Under this method the Partnership recognizes
sales revenue on all gas sold. As of December 31, 2001, 2000 and
1999, there were no significant amounts of imbalance in terms of units
and value.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
2. Summary of Significant Accounting Policies - continued
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Partnership considers
all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. The Partnership maintains its
cash at one financial institution.
Income Taxes
No provision for income taxes is reflected in these financial
statements, since the tax effects of the Partnership's income or loss
are passed through to the individual partners.
In accordance with the requirements of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", the
Partnership's tax basis in its oil and gas properties at December 31,
2001 and 2000 is $130,730 and $227,671, more respectively, than that
shown on the accompanying Balance Sheets in accordance with generally
accepted accounting principles.
Number of Limited Partner Units
As of December 31, 2001, 2000 and 1999, there were 10,147 limited
partner units outstanding held by 520, 537 and 579 partners.
Concentrations of Credit Risk
The Partnership is subject to credit risk through trade receivables.
Although a substantial portion of its debtors' ability to pay is
dependent upon the oil and gas industry, credit risk is minimized due
to a large customer base. All partnership revenues are received by
the Managing General Partner and subsequently remitted to the
partnership and all expenses are paid by the Managing General Partner
and subsequently reimbursed by the partnership.
Fair Value of Financial Instruments
The carrying amount of cash and accounts receivable approximates fair
value due to the short maturity of these instruments.
Net Income (loss) per limited partnership unit
The net income (loss) per limited partnership unit is calculated by
using the number of outstanding limited partnership units.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No.133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133, as amended by SFAS No. 138, establishes accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging
activities. Assessment by the Managing General Partner revealed this
pronouncement to have no impact on the partnerships.
The FASB has issued Statement No. 143 "Accounting for Asset Retirement
Obligations" which establishes requirements for the accounting of
removal-type costs associated with asset retirements. The standard is
effective for fiscal years beginning after June 15, 2002, with earlier
application encouraged. The Managing General Partner is currently
assessing the impact on the partnerships financial statements.
On October 3, 2001, the FASB issued Statements No. 144 "Accounting for
the Impairment or Disposal of Long-Lived Assets." This pronouncement
supercedes FAS 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed" and eliminates the
requirement of Statement 121 to allocate goodwill to long-lived assets
to be tested for impairment. The provisions of this statement are
effective for financial statements issued for fiscal years beginning
after December 15, 2001, and interim periods within those fiscal
years. The Managing General Partner is currently assessing the impact
to the partnerships financial statements.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
3. Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure
with $50.0 million and $123.7 million of principal due in August of
2003 and October of 2004, respectively. The Managing General Partner
will incur approximately $17.6 million in interest payments in 2002 on
its debt obligations. Due to the depressed commodity prices
experienced during the last quarter of 2001, the Managing General
Partner is experiencing difficulty in generating sufficient cash flow
to meet its obligations and sustain its operations. The Managing
General Partner is currently in the process of renegotiating the terms
of its various obligations with its creditors and/or attempting to
seek new lenders or equity investors. Additionally, the Managing
General Partner would consider disposing of certain assets in order to
meet its obligations.
There can be no assurance that the Managing General Partner's debt
restructuring efforts will be successful or that the lenders will
agree to a course of action consistent with the Managing General
Partners requirements in restructuring the obligations. Even if such
agreement is reached, it may require approval of additional lenders,
which is not assured. Furthermore, there can be no assurance that the
sales of assets can be successfully accomplished on terms acceptable
to the Managing General Partner. Under current circumstances, the
Managing General Partner's ability to continue as a going concern
depends upon its ability to (1) successfully restructure its
obligations or obtain additional financing as may be required, (2)
maintain compliance with all debt covenants, (3) generate sufficient
cash flow to meet its obligations on a timely basis, and (4) achieve
satisfactory levels of future earnings. If the Managing General
Partner is unsuccessful in its efforts, it may be unable to meet its
obligations making it necessary to undertake such other actions as may
be appropriate to preserve asset values. Upon the occurrence of any
event of dissolution by the Managing General Partner, the holders of a
majority of limited partnership interests may, by written agreement,
elect to continue the business of the Partnership in the Partnership's
name, with Partnership property, in a reconstituted partnership under
the terms of the partnership agreement and to designate a successor
Managing General Partner.
4. Commitments and Contingent Liabilities
After completion of the Partnership's first full fiscal year of
operations and each year thereafter, the Managing General Partner has
offered and will continue to offer to purchase each limited partner's
interest in the Partnership, at a price based on tangible assets of
the Partnership, plus the present value of the future net revenues of
proved oil and gas properties, minus liabilities with a risk factor
discount of up to one-third which may be implemented in the sole
discretion of the Managing General Partner. However, the Managing
General Partner's obligation to purchase limited partner units is
limited to an expenditure of an amount not in excess of 10% of the
total limited partner units initially subscribed for by limited
partners.
The Partnership is subject to various federal, state and local
environmental laws and regulations, which establish standards and
requirements for protection of the environment. The Partnership
cannot predict the future impact of such standards and requirements,
which are subject to change and can have retroactive effectiveness.
The Partnership continues to monitor the status of these laws and
regulations.
As of December 31, 2001, the Partnership has not been fined, cited or
notified of any environmental violations and management is not aware
of any unasserted violations which would have a material adverse
effect upon capital expenditures, earnings or the competitive position
in the oil and gas industry.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
4. Commitments and Contingent Liabilities - continued
However, the Managing General Partner does recognize by the very
nature of its business, material costs could be incurred in the near
term to bring the Partnership into total compliance. The amount of
such future expenditures is not reliably determinable due to several
factors, including the unknown magnitude of possible contaminations,
the unknown timing and extent of the corrective actions which may be
required, the determination of the Partnership's liability in
proportion to other responsible parties and the extent to which such
expenditures are recoverable from insurance or indemnifications from
prior owners of Partnership's properties.
5. Related Party Transactions
A significant portion of the oil and gas properties in which the
Partnership has an interest are operated by and purchased from the
Managing General Partner. As provided for in the operating agreement
for each respective oil and gas property in which the Partnership has
an interest, the operator is paid an amount for administrative
overhead attributable to operating such properties, with such amounts
to Southwest Royalties, Inc. as operator approximating $108,900,
$104,100 and $101,600 for the years ended December 31, 2001, 2000 and
1999, respectively. In addition, the Managing General Partner and
certain officers and employees may have an interest in some of the
properties that the Partnership also participates.
Certain subsidiaries or affiliates of the Managing General Partner
perform various oilfield services for properties in which the
Partnership owns an interest. Such services aggregated approximately
$4,900, $8,000 and $19,700 for the years ended December 31, 2001,
2000, and 1999, respectively.
Southwest Royalties, Inc., the Managing General Partner, was paid
$72,000 during 2001, 2000 and 1999, as an administrative fee for
reimbursement of indirect general and administrative overhead
expenses.
Receivables from Southwest Royalties, Inc., the Managing General
Partner, of approximately $60,300 and $177,100 are from oil and gas
production, net of lease operating costs and production taxes, as of
December 31, 2001 and 2000, respectively.
In addition, a director and officer of the Managing General Partner is
a partner in a law firm, with such firm providing legal services to
the Partnership. There were no legal services provided for the year
ended December 31, 2001, 2000 and 1999.
6. Major Customers
No material portion of the Partnership's business is dependent on a
single purchaser, or a very few purchasers, where the loss of one
would have a material adverse impact on the Partnership. Three
purchasers accounted for 79% of the Partnership's total oil and gas
production during 2001: Plains Marketing LP for 57%, Mobil
Corporation for 11% and Exxon Company USA for 11%. Two purchasers
accounted for 80% of the Partnership's total oil and gas production
during 2000: Plains Marketing LP for 57% and Mobil Corporation for
23%. Two purchasers accounted for 76% of the Partnership's total oil
and gas production during 1999: Scurlock Permian LLC for 52% and
Mobil Corporation for 24%. All purchasers of the Partnership's oil and
gas production are unrelated third parties. In the event any of these
purchasers were to discontinue purchasing the Partnership's
production, the Managing General Partner believes that a substitute
purchaser or purchasers could be located without undue delay. No
other purchaser accounted for an amount equal to or greater than 10%
of the Partnership's sales of oil and gas production.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
7. Estimated Oil and Gas Reserves (unaudited)
The Partnership's interest in proved oil and gas reserves is as
follows:
Oil (bbls) Gas (mcf)
---------- ---------
Proved developed and undeveloped reserves -
January 1, 1999 199,000 147,000
Revisions of previous estimates 291,000 894,000
Production (42,000) (51,000)
------- -------
December 31, 1999 448,000 990,000
Revisions of previous estimates 79,000 (210,000)
Production (41,000) (44,000)
------- -------
December 31, 2000 486,000 736,000
Revisions of previous estimates (92,000) (365,000)
Production (40,000) (44,000)
------- -------
December 31, 2001 331,000 327,000
======= =======
Proved developed reserves -
December 31, 1999 441,000 990,000
======= =======
December 31, 2000 479,000 736,000
======= =======
December 31, 2001 331,000 327,000
======= =======
All of the Partnership's reserves are located within the continental
United States.
*Ryder Scott Petroleum Engineers prepared the reserve and present
value data for the Partnership's existing properties as of January 1,
2002. The reserve estimates were made in accordance with guidelines
established by the Securities and Exchange Commission pursuant to Rule
4-10(a) of Regulation S-X. Such guidelines require oil and gas
reserve reports be prepared under existing economic and operating
conditions with no provisions for price and cost escalation except by
contractual arrangements.
Oil price adjustments were made in the individual evaluations to
reflect oil quality, gathering and transportation costs. The results
of the reserve report as of January 1, 2002 are an average price of
$17.94 per barrel.
Gas price adjustments were made in the individual evaluations to
reflect BTU content, gathering and transportation costs and gas
processing and shrinkage. The results of the reserve report as of
January 1, 2002 are an average price of $2.52 per Mcf.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
7. Estimated Oil & Gas Reserves (unaudited) - continued
The evaluation of oil and gas properties is not an exact science and
inevitably involves a significant degree of uncertainty, particularly
with respect to the quantity of oil or gas that any given property is
capable of producing. Estimates of oil and gas reserves are based on
available geological and engineering data, the extent and quality of
which may vary in each case and, in certain instances, may prove to be
inaccurate. Consequently, properties may be depleted more rapidly
than the geological and engineering data have indicated.
Unanticipated depletion, if it occurs, will result in lower reserves
than previously estimated; thus an ultimately lower return for the
Partnership. Basic changes in past reserve estimates occur annually.
As new data is gathered during the subsequent year, the engineer must
revise his earlier estimates. A year of new information, which is
pertinent to the estimation of future recoverable volumes, is
available during the subsequent year evaluation. In applying industry
standards and procedures, the new data may cause the previous
estimates to be revised. This revision may increase or decrease the
earlier estimated volumes. Pertinent information gathered during the
year may include actual production and decline rates, production from
offset wells drilled to the same geologic formation, increased or
decreased water production, workovers, and changes in lifting costs,
among others. Accordingly, reserve estimates are often different from
the quantities of oil and gas that are ultimately recovered.
The Partnership has reserves which are classified as proved developed
producing and proved undeveloped. All of the proved reserves are
included in the engineering reports which evaluate the Partnership's
present reserves.
Because the Partnership does not engage in drilling activities, the
development of proved undeveloped reserves is conducted pursuant to
farm-out arrangements with the Managing General Partner or unrelated
third parties. Generally, the Partnership retains a carried interest
such as an overriding royalty interest under the terms of a farm-out,
or receives cash.
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
7. Estimated Oil & Gas Reserves (unaudited) - continued
The standardized measure of discounted future net cash flows relating
to proved oil and gas reserves at December 31, 2001, 2000 and 1999 is
presented below:
2001 2000 1999
---- ---- ----
Future cash inflows, net of
production and development
costs $ 2,853,000 9,975,000 5,211,000
10% annual discount for
estimated timing of cash
flows 1,107,000 4,652,000 2,277,000
--------- --------- ---------
Standardized measure of
discounted future net cash
flows $ 1,746,000 5,323,000 2,934,000
========= ========= =========
The principal sources of change in the standardized measure of
discounted future net cash flows for the years ended December 31,
2001, 2000 and 1999 are as follows:
2001 2000 1999
---- ---- ----
Sales of oil and gas produced,
net of production costs $ (538,000) (814,000) (384,000)
Changes in prices and production costs (3,333,000) 2,591,000
554,000
Changes of production rates
(timing) and others 415,000 (66,000) 80,000
Revisions of previous
quantities estimates (653,000) 385,000 2,106,000
Accretion of discount 532,000 293,000 53,000
Discounted future net
cash flows -
Beginning of year 5,323,000 2,934,000 525,000
---------- --------- ---------
End of year $ 1,746,000 5,323,000 2,934,000
========== ========= =========
Southwest Royalties Institutional Income Fund VIII-B, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
8. Selected Quarterly Financial Results - (unaudited)
Quarter
----------------------------------------------
First Second Third Fourth
------ ------- ------ ------
2001:
Total revenues $ 231,370 118,732 143,556 49,332
Total expenses 30,163 30,779 38,587 31,878
Net income 201,207 87,953 104,969 17,454
Net income per limited
partners unit 17.74 7.69 9.12 1.43
2000:
Total revenues $ 184,602 193,079 208,778 238,419
Total expenses 29,435 27,608 30,349 24,157
Net income 155,167 165,471 178,429 214,262
Net income per limited
partners unit 13.66 14.62 15.72 18.95
Future net cash flows were computed using year-end prices and costs
that related to existing proved oil and gas reserves in which the
Partnership has mineral interests.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None
Part III
Item 10. Directors and Executive Officers of the Registrant
Management of the Partnership is provided by Southwest Royalties, Inc., as
Managing General Partner. The names, ages, offices, positions and length
of service of the directors and executive officers of Southwest Royalties,
Inc. are set forth below. Each director and executive officer serves for a
term of one year. The present directors of the Managing General Partner
have served in their capacity since the Company's formation in 1983.
Name Age Position
- -------------------- --- -----------------------------------
- -------
H. H. Wommack, III 46 Chairman of the Board,
President,
Chief Executive Officer, Treasurer
and Director
H. Allen Corey 45 Secretary and Director
Bill E. Coggin 47 Vice President and Chief
Financial Officer
J. Steven Person 43 Vice President, Marketing
Paul L. Morris 60 Director
H. H. Wommack, III, is Chairman of the Board, President, Chief Executive
Officer, Treasurer, principal stockholder and a director of the Managing
General Partner, and has served as its President since the Company's
organization in August, 1983. Prior to the formation of the Company, Mr.
Wommack was a self-employed independent oil producer engaged in the
purchase and sale of royalty and working interests in oil and gas leases,
and the drilling of exploratory and developmental oil and gas wells. Mr.
Wommack holds a J.D. degree from the University of Texas from which he
graduated in 1980, and a B.A. from the University of North Carolina in
1977.
H. Allen Corey, a founder of the Managing General Partner, has served as
the Managing General Partner's secretary and a director since its
inception. Mr. Corey is President of Trolley Barn Brewery, Inc., a brew
pub restaurant chain based in the Southeast. Prior to his involvement with
Trolley Barn, Mr. Corey was a partner at the law firm of Miller & Martin in
Chattanooga, Tennessee. He is currently of counsel to the law firm of
Baker, Donelson, Bearman & Caldwell, with the offices in Chattanooga,
Tennessee. Mr. Corey received a J.D. degree from the Vanderbilt University
Law School and B.A. degree from the University of North Carolina at Chapel
Hill.
Bill E. Coggin, Vice President and Chief Financial Officer, has been with
the Managing General Partner since 1985. Mr. Coggin was Controller for Rod
Ric Corporation of Midland, Texas, an oil and gas drilling company, during
the latter part of 1984. He was Controller for C.F. Lawrence & Associates,
Inc., an independent oil and gas operator also of Midland, Texas during the
early part of 1984. Mr. Coggin taught public school for four years prior
to his business experience. Mr. Coggin received a B.S. in Education and a
B.B.A. in Accounting from Angelo State University.
J. Steven Person, Vice President, Marketing, assumed his responsibilities
with the Managing General Partner as National Marketing Director in 1989.
Prior to joining the Managing General Partner, Mr. Person served as Vice
President of Marketing for CRI, Inc., and was associated with Capital
Financial Group and Dean Witter (1983). He received a B.B.A. from Baylor
University in 1982 and an M.B.A. from Houston Baptist University in 1987.
Paul L. Morris has served as a Director of Southwest Royalties Holdings,
Inc. since August 1998 and Southwest Royalties, Inc. since September 1998.
Mr. Morris is President and CEO of Wagner & Brown, Ltd., one of the largest
independently owned oil and gas companies in the United States. Prior to
his position with Wagner & Brown, Mr. Morris served as President of Banner
Energy and in various managerial positions with the Columbia Gas System,
Inc.
Key Employees
Jon P. Tate, Vice President, Land and Assistant Secretary, age 44, assumed
his responsibilities with the Managing General Partner in 1989. Prior to
joining the Managing General Partner, Mr. Tate was employed by C.F.
Lawrence & Associates, Inc., an independent oil and gas company, as Land
Manager from 1981 through 1989. Mr. Tate is a member of the Permian Basin
Landman's Association and American Association of Petroleum Landmen. Mr.
Tate received his B.B.S. degree from Hardin-Simmons University.
R. Douglas Keathley, Vice President, Operations, age 46, assumed his
responsibilities with the Managing General Partner as a Production Engineer
in October, 1992. Prior to joining the Managing General Partner, Mr.
Keathley was employed for four (4) years by ARCO Oil & Gas Company as
senior drilling engineer working in all phases of well production (1988-
1992), eight (8) years by Reading & Bates Petroleum Company as senior
petroleum engineer responsible for drilling (1980-1988) and two (2) years
by Tenneco Oil Company as drilling engineer responsible for all phases of
drilling (1978-1980). Mr. Keathley received his B.S. in Petroleum
Engineering in 1977 from the University of Oklahoma.
Item 11. Executive Compensation
The Partnership does not have any directors or executive officers. The
executive officers of the Managing General Partner do not receive any cash
compensation, bonuses, deferred compensation or compensation pursuant to
any type of plan, from the Partnership. The Managing General Partner
received $72,000 during 2001, 2000 and 1999 as an annual administrative
fee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
There are no limited partners who own of record, or are known by the
Managing General Partner to beneficially own, more than five percent of the
Partnership's limited partnership interests.
The Managing General Partner owns a nine percent interest as a general
partner. Through repurchase offers to the limited partners, the Managing
General Partner also owns 2,122.5 limited partner units, an 20.9% limited
partner interest. The Managing General Partner total percentage interest
ownership in the Partnership is 27.8%.
No officer or director of the Managing General Partner owns Units in the
Partnership. H. H. Wommack, III, as the individual general partner of the
Partnership, owns a one percent interest as a general partner. The
Managing General Partner as of December 31, 2001, repurchased the one
percent owned by Mr. Wommack for approximately $34,496. The officers and
directors of the Managing General Partner are considered beneficial owners
of the limited partner units acquired by the Managing General Partner by
virtue of their status as such. A list of beneficial owners of limited
partner units, acquired by the Managing General Partner, is as follows:
Amount and
Nature of Percent
Name and Address of Beneficial of
Title of Class Beneficial Owner Ownership Class
- ------------------- --------------------------- --------------- -------
Limited Partnership Southwest Royalties, Inc. Directly Owns 20.9%
Interest Managing General Partner 2,122.5 Units
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership H. H. Wommack, III Indirectly Owns 20.9%
Interest Chairman of the Board, 2,122.5 Units
President, CEO, Treasurer
and Director of Southwest
Royalties, Inc., the
Managing General Partner
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership H. Allen Corey Indirectly Owns 20.9%
Interest Secretary and Director of 2,122.5 Units
Southwest Royalties, Inc.,
the Managing General
Partner
633 Chestnut Street
Chattanooga, TN 37450-1800
Limited Partnership Bill E. Coggin Indirectly Owns 20.9%
Interest Vice President and CFO of 2,122.5 Units
Southwest Royalties, Inc.,
the Managing General
Partner
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership J. Steven Person Indirectly Owns 20.9%
Interest Vice President, Marketing 2,122.5 Units
of Southwest Royalties, Inc.,
the Managing General
Partner
407 N. Big Spring Street
Midland, TX 79701
Limited Partnership Paul L. Morris Indirectly Owns 20.9 %
Interest Director, of Southwest 2,122.5 Units
Royalties, Inc., the
Managing General Partner
407 N. Big Spring Street
Midland, TX 79701
There are no arrangements known to the Managing General Partner which may
at a subsequent date result in a change of control of the Partnership.
Item 13. Certain Relationships and Related Transactions
In 2001, the Managing General Partner received $72,000 as an administrative
fee. This amount is part of the general and administrative expenses
incurred by the Partnership.
In some instances the Managing General Partner and certain officers and
employees may be working interest owners in an oil and gas property in
which the Partnership also has a net profits interest. Certain properties
in which the Partnership has an interest are operated by the Managing
General Partner, who was paid approximately $108,900 for administrative
overhead attributable to operating such properties during 2001.
Certain subsidiaries or affiliates of the Managing General Partner perform
various oilfield services for properties in which the Partnership owns an
interest. Such services aggregated approximately $4,900 for the year ended
December 31, 2001.
In the opinion of management, the terms of the above transactions are
similar to ones with unaffiliated third parties.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements:
Included in Part II of this report --
Independent Auditors Report
Balance Sheets
Statements of Operations
Statement of Changes in Partners' Equity
Statements of Cash Flows
Notes to Financial Statements
(2) Schedules required by Article 12 of Regulation S-
X are either omitted because they are not applicable or
because the required information is shown in the
financial statements or the notes thereto.
(3) Exhibits:
4 (a) Certificate of Limited
Partnership of Southwest Royalties Institutional
Income Fund VIII-B, L.P., dated November 30,
1987. (Incorporated by reference from Partner
ship's S-1 Registration Statement, File Number 33-
18852 effective March 31, 1988.)
(b) Agreement of Limited
Partnership of Southwest Royalties Institutional
Income Fund VIII-B, L.P. dated July 11, 1988.
(Incorporated by reference from Partnership's
Form 10-K for the fiscal year ended December 31,
1988.)
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the
quarter ended December 31, 2001.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership 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/ H. H. Wommack, III
-----------------------------
H. H. Wommack, III,
President
Date: March 29, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Partnership and in the capacities and on the dates indicated.
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III, Chairman of the
Board, President, Chief Executive
Officer, Treasurer and Director
Date: March 29, 2002
By: /s/ H. Allen Corey
-----------------------------
H. Allen Corey, Secretary and
Director
Date: March 29, 2002