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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
For the fiscal year ended December 31, 2002
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 0-15408
Southwest Royalties, Inc. Income Fund V
(Exact name of registrant as specified in
its limited partnership agreement)
Tennessee 75-2104619
(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 50. The exhibit index
is found on page 41.
Table of Contents
Item Page
Part I
1. Business 3
2. Properties 5
3. Legal Proceedings 6
4. Submission of Matters to a Vote of Security Holders 6
Part II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 7
6. Selected Financial Data 8
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
8. Financial Statements and Supplementary Data 16
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 29
Part III
10. Directors and Executive Officers of the Registrant 30
11. Executive Compensation 32
12. Security Ownership of Certain Beneficial Owners
and Management 32
13. Certain Relationships and Related Transactions 33
Part IV
14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 34
Signatures 38
Part I
Item 1. Business
General
Southwest Royalties, Inc. Income Fund V (the "Partnership" or "Registrant")
was organized as a Tennessee limited partnership on May 1, 1986. The
offering of limited partnership interests began January 22, 1986, reached
minimum capital requirements on May 1, 1986 and concluded July 22, 1986.
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 non-operating 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 82 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, Chairman, Director, President and Chief Executive Officer 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 Texas and Oklahoma. 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.
In 2002, fighting and threats of fighting in the Middle East and a strike
in a major oil exporting country dominated the direction of crude oil
prices. While OPEC agreed to keep production constant throughout the year,
conflicts between the Unites States and Iraq, as well as between Israel and
the Palestinians threatened supplies and caused oil prices to surge in
2002. In addition, a strike by oil workers in Venezuela, the fourth
largest supplier to the United States, took a significant amount of crude
oil off the market toward the end of the year. As a result, OPEC agreed in
January 2003 to increase output by 1.5 million barrels per day in an effort
to make up for the lost supply and stabilize prices.
In 2002, spot prices for natural gas fell by 27.5% from the unprecedented
heights reached in 2001, averaging just under $3.00/MMBtu for the year.
Most of the lowest prices were seen early on, with the first quarter
averaging of $2.24/MMBtu. But as the year progressed, prices climbed
higher, ending with a $3.99 average in December. As for 2003, industry
analysts are divided on their gas price predictions, with estimates ranging
anywhere from $4.00 to $6.00/MMBtu. Weather forecasts, storage inventory
levels, a tighter supply and demand balance, and the unstable situation
with Iraq are all factors that will have a significant impact on the
direction prices will take. Overall however, analysts are maintaining a
bullish perspective, expecting gas prices to remain at or above $4.00/MMBtu
in 2003.
Following is a table of the ratios of revenues received from oil and gas
production for the last three years:
Oil Gas
------- ---------
----- ---
2002 56% 44%
2001 48% 52%
2000 53% 47%
As the table indicates, the Partnership's revenue is almost evenly divided
between its oil and gas production, the Partnership revenues will be highly
dependent upon the future prices and demands for oil and gas.
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
76% of the Partnership's total oil and gas production during 2002: Plains
Marketing LP for 32%, Duke Energy Field Services LP for 31% and Sid
Richardson Energy Services for 13%. Three purchasers accounted for 77% of
the Partnership's total oil and gas production during 2001: Duke Energy
Field Services for 33%, Plains Marketing, LP for 28% and Sid Richardson
Energy Services for 16%. Three purchasers accounted for 76% of the
Partnership's total oil and gas production during 2000: Phillips 66
Company for 34%, Plain Marketing LP for 32% and Vintage Petroleum, Inc. for
10%. 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,
2002, there were 82 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, 2002, the Partnership possessed an interest in oil and
gas properties located in Pottawatomie County, Oklahoma; and Crane, Dawson,
Midland, Ward, Winkler and Upton Counties of Texas. These properties
consist of various interests in approximately 58 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 2002, 2001 and 2000.
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 Wells Oil Gas
Interest (bbls) (mcf)
- ------------------- ----------- ------ -------- --------
- ------- ----- -- ----- -----
Devonian 5/86 at 40% 1 4,000 74,000
Midland County, net profits
Texas
interests
Mewbourne 1/87 at 50% 7 40,000 274,000
to
Crane County, Texas 100% net
profits
interests
Union Texas 12/86 at 3% 6 16,000 79,000
to
Upton County, Texas 50% net
profits
interests
*Ryder Scott Company, L.P. prepared the reserve and present value data for
the Partnership's existing properties as of January 1, 2003. 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 to 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, 2003 are an average price of $29.76 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, 2003 are an
average price of $4.72 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 2002.
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.
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 2002 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 $1,000. 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 at 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. As of December 31, 2002, no limited
partner units were purchased by the Managing General Partner. Southwest,
as Managing General Partner, evaluated several liquidity alternatives for
the partnerships in 2001 and 2002. During 2002, Southwest specifically
pursued the possible roll-up and merger of twenty-one (21) partnerships
with the general partner. Because of the complexities and conflicts of
interest in such a transaction, the Managing General Partner did not make a
formal repurchase offer in 2002 but has responded to limited partners
desiring to sell their units in the partnerships on an "as requested"
basis. Southwest anticipates that it will maintain this policy in 2003
because the aforementioned transaction is ongoing. In 2001, 613.5 limited
partner units were tendered to and purchased by the Managing General
Partner at an average base price of $350.53 per unit. In 2000, 605.9
limited partner units were tendered to and purchased by the Managing
General Partner at an average base price of $116.72 per unit.
Number of Limited Partner Interest Holders
As of December 31, 2002, there were 562 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 at the sole discretion of the
Managing General Partner."
There were no distributions due to a decrease in revenues as a result of a
decline in production and gas prices for the year ended December 31, 2002.
During 2001, quarterly distributions were made totaling $225,000 with
$202,500 distributed to the limited partners and $22,500 to the general
partners. For the year ended December 31, 2001, distribution of $27.00 per
limited partner unit were made based upon 7,499 limited partner units
outstanding. During 2000, quarterly distributions were made totaling
$250,000, with $225,000 distributed to the limited partners and $25,000 to
the general partners. For the year ended December 31, 2000, distributions
of $30.00 per limited partner unit were made, based upon 7,499 limited
partner units outstanding.
Item 6. Selected Financial Data
The following selected financial data for the years ended December 31,
2002, 2001, 2000, 1999 and 1998 should be read in conjunction with the
financial statements included in Item 8:
Years ended December 31,
2002 2001 2000 1999 1998
------ ------ ------ ------ ------
Revenues $ 112,836 240,889 393,888 279,250 123,887
Net income (38,457) 33,430 254,351 117,488 (724,04
(loss) 2)
Partners'
share
of net income
(loss):
General (3,846) 3,343 25,435 11,749 (72,404
partners )
Limited (34,611) 30,087 228,916 105,739 (651,63
partners 8)
Limited
partners' net
income (loss) (4.62) 4.01 30.53 14.10 (86.90)
per unit
Limited
partners' cash
distributions - 27.00 30.00 6.00 12.54
per unit
Total assets $ 315,000 353,457 545,215 540,747 473,384
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Partnership was formed to acquire non-operating 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 has fluctuated over the past few years and is expected to
fluctuate in later years based on these factors.
Based on current conditions, management anticipates performing no workovers
during 2003 to enhance production. Development drilling and workovers may
be performed to increase production in the year 2004. The partnership will
most likely experience the historical production decline which have
approximated 19% 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.
Prior to October 1, 2002, the Partnership calculated depletion of oil and
gas properties under the units of revenue method. The Partnership changed
methods of estimating depletion effective October 1, 2002 to the units of
production method. The units of production method is more predominantly
used throughout the oil and gas industry and will allow the Partnership to
more closely align itself with its peers. The effect of this change in
estimate was to increase 2002 depletion expense by $1,000 and decrease 2002
net income by $1,000.
Results of Operations
A. General Comparison of the Years Ended December 31, 2002 and 2001
The following table provides certain information regarding performance
factors for the years ended December 31, 2002 and 2001:
Percent
age
Year ended December Increas
31, e
2002 2001 (Decrea
se)
------- ------- -------
-------
Average price per barrel of oil $ 25.07 24.75 1%
Average price per mcf of gas $ 3.20 4.23 (24%)
Oil production in barrels 12,500 14,900 (16%)
Gas production in mcf 76,600 94,200 (19%)
Income from net profits interests $ 109,499 238,680 (54%)
Partnership distributions $ - 225,000 (100%)
Limited partner distributions $ - 202,500 (100%)
Per unit distribution to limited $ - 27.00 (100%)
partners
Number of limited partner units 7,499 7,499
Revenues
The Partnership's income from net profits interests decreased to $109,499
from $238,680 for the years ended December 31, 2002 and 2001, respectively,
a decrease of 54%. The principal factors affecting the comparison of the
years ended December 31, 2002 and 2001 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the year ended December 31, 2002 as compared to the
year ended December 31, 2001 by 1%, or $.32 per barrel, resulting in an
increase of approximately $4,000 in income from net profits interests.
Oil sales represented 56% of total oil and gas sales during the year
ended December 31, 2002 as compared to 48% during the year ended
December 31, 2001.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 24%, or $1.03 per mcf, resulting in
a decrease of approximately $78,900 in income from net profits
interests.
The net total decrease in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$74,900. The market price for oil and gas has been extremely volatile
over the past decade and management expects a certain amount of
volatility to continue in the foreseeable future.
2. Oil production decreased approximately 2,400 barrels or 16% during the
year ended December 31, 2002 as compared to the year ended December 31,
2001, resulting in a decrease of approximately $59,400 in income from
net profits interests.
Gas production decreased approximately 17,600 mcfs or 19% during the
same period, resulting in a decrease of approximately $74,400 in income
from net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $133,800. The decrease in
production is due primarily to one lease that experienced a 17.5%
decline for the year with a normal decline of about 6%, which had
significant mechanical problems. It is unknown at this time, whether
the previous level of production for this lease will be regained. The
decrease in gas production is due primarily to three leases, the one
mentioned above and in addition a lease where a well sanded up and one
lease experiencing a steep natural decline during the year ended
December 31, 2002
3. Lease operating costs and production taxes were 15% lower, or
approximately $79,200 less during the year ended December 31, 2002 as
compared to the year ended December 31, 2001. The decrease to lease
operating costs for the year ended December 31, 2002 are due to repairs
and maintenance such as pulling expense performed on two leases during
2001.
Costs and Expenses
Total costs and expenses decreased to $151,293 from $207,459 for the years
ended December 31, 2002 and 2001, respectively, a decrease of 27%. The
decrease 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 2%
or approximately $1,800 during the year ended December 31, 2002 as
compared to the year ended December 31, 2001.
2. Depletion expense decreased to $34,000 for the year ended December 31,
2002 from $92,000 for the same period in 2001. This represents a
decrease of 63%. Prior to October 1, 2002, the Partnership calculated
depletion of oil and gas properties under the units of revenue method.
The Partnership changed methods of estimating depletion effective
October 1, 2002 to the units of production method. The units of
production method is more predominantly used throughout the oil and gas
industry and will allow the Partnership to more closely align itself
with its peers. The effect of this change in estimate was to increase
2002 depletion expense by $1,000 and decrease 2002 net income by
$1,000.
The major factor in the increase 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, 2003 as compared
to 2001, and the decrease in oil and gas revenues received by the
Partnership during 2002 as compared to 2001.
Results of Operations
B. 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:
Percent
age
Year ended December Increas
31, e
2001 2000 (Decrea
se)
------- ------- -------
-------
Average price per barrel of $ 24.75 29.18 (15%)
oil
Average price per mcf of $ 4.23 4.56 (7%)
gas
Oil production in barrels 14,900 17,600 (15%)
Gas production in mcf 94,200 100,600 (6%)
Income from net profits $ 238,680 390,786 (39%)
interests
Partnership distributions $ 225,000 250,000 (10%)
Limited partner $ 202,500 225,000 (10%)
distributions
Per unit distribution to $ 27.00 30.00 (10%)
limited partners
Number of limited partner 7,499 7,499
units
Revenues
The Partnership's income from net profits interests decreased to $238,680
from $390,786 for the years ended December 31, 2001 and 2000, respectively,
a decrease of 39%. 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 15%, or $4.43 per barrel, resulting in
a decrease of approximately $66,000 in income from net profits
interests. Oil sales represented 48% of total oil and gas sales during
the year ended December 31, 2001 as compared to 53% 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 $31,100 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
$97,100. 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 2,700 barrels or 15% during the
year ended December 31, 2001 as compared to the year ended December 31,
2000, resulting in a decrease of approximately $78,800 in income from
net profits interests.
Gas production decreased approximately 6,400 mcf or 6% during the same
period, resulting in a decrease of approximately $29,200 in income from
net profits interests.
The total decrease in income from net profits interests due to the
change in production is approximately $108,000.
3. Lease operating costs and production taxes were 9% lower, or
approximately $52,900 less 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 $207,459 from $139,537 for the years
ended December 31, 2001 and 2000, respectively, an increase of 49%. The
increase is the result of higher depletion expense, partially offset by a
decrease 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 2%
or approximately $2,100 during the year ended December 31, 2001 as
compared to the year ended December 31, 2000.
2. Depletion expense increased to $92,000 for the year ended December 31,
2001 from $22,000 for the same period in 2000. This represents an
increase of 318%. 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 in 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. 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 $60,000 as of
December 31, 2000.
C. Revenue and Distribution Comparison
Partnership net income (loss) or the years ended December 31, 2002, 2001
and 2000 was $(38,457), $33,430 and $254,351, respectively. Excluding the
effects of depreciation, depletion and amortization, net income (loss) for
the years ended December 31, 2002, 2001 and 2000 would have been $(4,457),
$125,430 and $276,351, respectively. Correspondingly, Partnership
distributions for the years ended December 31, 2002, 2001 and 2000 were $0,
$225,000 and $250,000, respectively. These differences are indicative of
the changes in oil and gas prices, production and properties during 2002,
2001 and 2000.
The source for the 2001 distributions of $225,000 was oil and gas
operations of approximately $246,500, resulting in excess cash for
contingencies or subsequent distributions. The sources for the 2000
distributions of $250,000 were oil and gas operations of approximately
$248,900, with the balance from available cash on hand at the beginning of
the period.
There were no distributions due to a decrease in revenues as a result of a
decline in production and gas prices for the year ended December 31, 2002.
Total distributions during the year ended December 31, 2001 were $225,000
of which $202,500 was distributed to the limited partners and $22,500 to
the general partners. The per unit distribution to limited partners during
the same period was $27.00. Total distributions during the year ended
December 31, 2000 were $250,000 of which $225,000 was distributed to the
limited partners and $25,000 to the general partners. The per unit
distribution to limited partners during the same period was $30.00.
Since inception of the Partnership, cumulative monthly cash distributions
of $7,863,543 have been made to the partners. As of December 31, 2002,
$7,060,820 or $941.57 per limited partner unit has been distributed to the
limited partners, representing a 94% return of capital contributed.
Liquidity and Capital Resources
The primary source of cash is from operations, the receipt of income from
net profits interests in oil and gas properties. The Partnership knows of
no material change, nor does it anticipate any such change.
Cash flows (used in) provided by operating activities were approximately
$(56,800) in 2002 compared to $246,500 in 2001 and approximately $248,900
in 2000.
The Partnership had no cash flows from investing activities in 2002, 2001
and 2000.
Cash flows provided by (used in) financing activities were approximately
and $50 in 2002 compared to $(225,500) in 2001 and approximately
$(249,900) in 2000. The only use in financing activities was the
distributions to partners.
As of December 31, 2002, the Partnership had approximately $54,400 in
working capital. The Managing General Partner knows of no unusual
contractual commitments. Although the partnership held many long-lived
properties at inception, because of the restrictions on property
development imposed by the partnership agreement, the Managing General
Partner anticipates that at some point in the near future, the partnership
will need to be liquidated. Maintenance of properties and administrative
expenses are increasing relative to production. As the properties continue
to deplete, maintenance of properties and administrative costs as a
percentage of production will continue to increase.
As the partnerships properties have matured, the net cash flows from
operations for the partnership have generally declined, except in periods
of substantially increased commodity pricing. Since the partnership cannot
develop their non-producing properties, the producing reserves continue to
deplete causing cash flow to steadily decline.
On October 17, 2002, Southwest Royalties, Inc. the Managing General Partner
filed an S-4 "Registration of Securities, Business Combinations" with the
Securities and Exchange Commission. The S-4 relates to a proposed plan of
merger of twenty-one limited partnerships.
Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure with
approximately $124.0 million of principal due between December 31, 2002 and
December 31, 2004. The Managing General Partner is constantly monitoring
its cash position and its ability to meet its financial obligations as they
become due, and in this effort, is continually exploring various strategies
for addressing its current and future liquidity needs. The Managing
General Partner regularly pursues and evaluates recapitalization strategies
and acquisition opportunities (including opportunities to engage in
mergers, consolidations or other business combinations) and at any given
time may be in various stages of evaluating such opportunities.
Based on current production, commodity prices and cash flow from
operations, the Managing General Partner has adequate cash flow to fund
debt service, developmental projects and day to day operations, but it is
not sufficient to build a cash balance which would allow the Managing
General Partner to meet its debt principal maturities scheduled for 2004.
Therefore the Managing General Partner must renegotiate the terms of its
various obligations or seek new lenders or equity investors in order to
meet its financial obligations, specifically those maturing in 2004. The
Managing General Partner may be required to dispose 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 debt holders will
agree to a course of action consistent with the Managing General Partner's
requirements in restructurings the obligations. Furthermore, there can be
no assurance that the sales of assets can be successfully accomplished on
terms acceptable to the Managing General Partner.
Recent Accounting Pronouncements
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.
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 17
Balance Sheets 18
Statements of Operations 19
Statement of Changes in Partners' Equity 20
Statements of Cash Flows 21
Notes to Financial Statements 22
INDEPENDENT AUDITORS REPORT
The Partners
Southwest Royalties, Inc. Income Fund V
(A Tennessee Limited Partnership):
We have audited the accompanying balance sheets of Southwest Royalties,
Inc. Income Fund V (the "Partnership") as of December 31, 2002 and 2001,
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, 2002. 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,
Inc. Income Fund V as of December 31, 2002 and 2001 and the results of its
operations and its cash flows for each of the years in the three year
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
KPMG LLP
Midland, Texas
March 14, 2003
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Balance Sheets
December 31, 2002 and 2001
2002 2001
Assets ------ ------
- ---------
Current assets:
Cash and cash equivalents $ 7,539 64,290
Receivable from Managing General 46,569 -
Partner
Distribution receivable 254 304
---------- ----------
--- ---
Total current assets 54,362 64,594
---------- ----------
--- ---
Oil and gas properties - using the full-
cost method of accounting 6,159,438 6,159,438
Less accumulated depreciation,
depletion and amortization 5,898,800 5,864,800
---------- ----------
--- ---
Net oil and gas properties 260,638 294,638
---------- ----------
--- ---
$ 315,000 359,232
======= =======
Liabilities and Partners' Equity
- ---------------------------------------
- -
Current liability:
Payable to Managing General Partner $ - 5,775
---------- ----------
--- ---
Total current liabilities - 5,775
---------- ----------
--- ---
Partners' equity:
General partners (644,693) (640,847)
Limited partners 959,693 994,304
---------- ----------
--- ---
Total partners' equity 315,000 353,457
---------- ----------
--- ---
$ 315,000 359,232
======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Statements of Operations
Years ended December 31, 2002, 2001 and 2000
2002 2001 2000
Revenues ------ ------ ------
- -------------
Income from net profits $ 109,499 238,680 390,786
interests
Interest 36 2,209 3,102
Miscellaneous 3,301 - -
-------- -------- --------
--- --- ---
112,836 240,889 393,888
Expenses -------- -------- --------
--- --- ---
- ------------
General and administrative 117,293 115,459 117,537
Depreciation, depletion and 34,000 92,000 22,000
amortization
-------- -------- --------
--- --- ---
151,293 207,459 139,537
-------- -------- --------
--- --- ---
Net income (loss) $ (38,457) 33,430 254,351
====== ====== ======
Net income (loss) allocated
to:
Managing General Partner $ (3,846) 3,009 22,892
====== ====== ======
General partner $ - 334 2,543
====== ====== ======
Limited partners $ (34,611) 30,087 228,916
====== ====== ======
Per limited partner unit $ (4.62) 4.01
30.53
====== ====== ======
The accompanying notes are an integral
part of these financial statements.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Statement of Changes in Partners' Equity
Years ended December 31, 2002, 2001 and 2000
General Limited
Partners Partners Total
-------- --------- -------
--- --
Balance at December 31, 1999 $ (622,125 1,162,801 540,676
)
Net income 25,435 228,916 254,351
Distributions (25,000) (225,000) (250,000
)
-------- --------- --------
---- ---- ----
Balance at December 31, 2000 (621,690 1,166,717 545,027
)
Net income 3,343 30,087 33,430
Distributions (22,500) (202,500) (225,000
)
-------- --------- --------
---- ---- ----
Balance at December 31, 2001 (640,847 994,304 353,457
)
Net loss (3,846) (34,611) (38,457)
Distributions - - -
-------- --------- --------
---- ---- ----
Balance at December 31, 2002 $ (644,693 959,693 315,000
)
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Statements of Cash Flows
Years ended December 31, 2002, 2001 and 2000
2002 2001 2000
------- ------- -------
Cash flows from operating
activities:
Cash received from net $ 85,429 353,842 330,342
profits interests
Cash paid to Managing
General Partner
for administrative fees
and general
and administrative (145,567) (109,591) (84,578)
overhead
Interest received 36 2,209 3,102
Miscellaneous settlement 3,301 - -
---------- ---------- ----------
-- -- --
Net cash (used in) (56,801) 246,460 248,866
provided by
operating activities ---------- ---------- ----------
-- -- --
Cash provided by (used in)
financing activities:
Distributions to partners 50 (225,492) (249,883)
---------- ---------- ----------
-- -- --
Net (decrease) increase in
cash and
cash equivalents (56,751) 20,968 (1,017)
Beginning of year 64,290 43,322 44,339
---------- ---------- ----------
-- -- --
End of year $ 7,539 64,290 43,322
======= ======= =======
Reconciliation of net income
(loss) to net
cash (used in) provided by
operating activities:
Net income (loss) $ (38,457) 33,430 254,351
Adjustments to reconcile net
income (loss) to
net cash (used in) provided
by operating activities:
Depreciation, depletion and 34,000 92,000 22,000
amortization
(Increase) decrease in (24,070) 115,162 (60,444)
receivables
(Decrease) increase in (28,274) 5,868 32,959
payables
---------- ---------- ----------
-- -- --
Net cash (used in) provided
by
operating activities $ (56,801) 246,460 248,866
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
1. Organization
Southwest Royalties, Inc. Income Fund V was organized under the laws
of the state of Tennessee on May 1, 1986, 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 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 100% -
contributions
Oil and gas sales 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 disposition 90% 10%
Operating and administrative costs 90% 10%
(2)
Depreciation, depletion and 90% 10%
amortization of oil and gas
properties
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 General 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.
Prior to October 1, 2002, the Partnership calculated depletion of oil
and gas properties under the units of revenue method. The Partnership
changed methods of estimating depletion effective October 1, 2002 to
the units of production method. The units of production method is
more predominantly used throughout the oil and gas industry and will
allow the Partnership to more closely align itself with its peers.
The effect of this change in estimate was to increase 2002 depletion
expense by $1,000 and decrease 2002 net income by $1,000.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
2. Summary of Significant Accounting Policies - continued
Oil and Gas Properties - continued
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. In applying the units of revenue method
for the years ended December 31, 2001, 2000 and for the nine months
ended September 30, 2002, we have not excluded royalty and net profit
interest payments from gross revenues as all of our royalty and net
profit interests have been purchased and capitalized to the depletion
basis of our proved oil and gas properties. As of December 31, 2002,
2001 and 2000, 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.
The Partnership recognizes income from its net profits interest in oil
and gas property on an accrual basis, while the quarterly cash
distributions of the net profits interest are based on a calculation
of actual cash received from oil and gas sales, net of expenses
incurred during that quarterly period. The net profits interest is a
calculated revenue interest that burdens the underlying working
interest in the property, and the net profits interest owner is not
responsible for the actual development or production expenses
incurred. Accordingly, if the net profits interest calculation
results in expenses incurred exceeding the oil and gas income received
during a quarter, no cash distribution is due to the Partnership's net
profits interest until the deficit is recovered from future net
profits. The Partnership accrues a quarterly loss on its net profits
interest provided there is a cumulative net amount due for accrued
revenue as of the balance sheet date. As of December 31, 2002, there
were no timing differences, which resulted in a deficit net profit
interest.
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.
Revenue Recognition
We recognize oil and gas sales when delivery to the purchaser has
occurred and title has transferred. This occurs when production has
been delivered to a pipeline or transport vehicle.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
2. Summary of Significant Accounting Policies- continued
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, 2002, 2001 and
2000, there were no significant amounts of imbalance in terms of units
or value.
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 net oil and gas properties at December
31, 2002 and 2001 is $498,677 and $528,389, respectively, more than
that shown on the accompanying Balance Sheets in accordance with
generally accepted accounting principles.
Cash and Cash Equivalents
For purposes of the statements 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.
Number of Limited Partner Units
As of December 31, 2002, 2001 and 2000, there were 7,499 limited
partner units outstanding held by 562, 559 and 624 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
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.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
3. Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure
with approximately $124.0 million of principal due between December
31, 2002 and December 31, 2004. The Managing General Partner is
constantly monitoring its cash position and its ability to meet its
financial obligations as they become due, and in this effort, is
continually exploring various strategies for addressing its current
and future liquidity needs. The Managing General Partner regularly
pursues and evaluates recapitalization strategies and acquisition
opportunities (including opportunities to engage in mergers,
consolidations or other business combinations) and at any given time
may be in various stages of evaluating such opportunities.
Based on current production, commodity prices and cash flow from
operations, the Managing General Partner has adequate cash flow to
fund debt service, developmental projects and day to day operations,
but it is not sufficient to build a cash balance which would allow the
Managing General Partner to meet its debt principal maturities
scheduled for 2004. Therefore the Managing General Partner must
renegotiate the terms of its various obligations or seek new lenders
or equity investors in order to meet its financial obligations,
specifically those maturing in 2004. The Managing General Partner
would also 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 debt holders will
agree to a course of action consistent with the Managing General
Partner's requirements in restructurings the obligations.
Furthermore, there can be no assurance that the sales of assets can be
successfully accomplished on terms acceptable to the 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 at 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.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
4. Commitments and Contingent Liabilities - continued
Southwest, as Managing General Partner, evaluated several liquidity
alternatives for the partnerships in 2001 and 2002. During 2002,
Southwest specifically pursued the possible roll-up and merger of
twenty-one (21) partnerships with the general partner. Because of the
complexities and conflicts of interest in such a transaction, the
managing general partner did not make a formal repurchase offer in
2002 but has responded to limited partners desiring to sell their
units in the partnerships on an "as requested" basis. Southwest
anticipates that it will maintain this policy in 2003 because the
aforementioned transaction is ongoing.
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, 2002, 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.
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 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 the 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 $105,000,
$96,500 and $100,700 for the years ended December 31, 2002, 2001 and
2000, respectively. The amounts for administrative overhead
attributable to operating the partnership properties have been
deducted from gross oil and gas revenues in the determination of net
profit interest. In addition, the Managing General Partner and certain
officers and employees may have an interest in some of the properties
in which 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
$5,500, $5,400 and $24,800 for the years ended December 31, 2002, 2001
and 2000, respectively. The amounts for oilfield services performed
for the partnership by affiliates of the Managing General Partner have
been deducted from gross oil and gas revenues in the determination of
net profit interest.
Southwest Royalties, Inc., the Managing General Partner, was paid
$109,200 during 2002, 2001 and 2000, as an administrative fee, for
indirect general and administrative overhead expenses. The
administrative fees are included in general and administrative expense
on the statement of operations.
Receivables (Payable) from (to) Southwest Royalties, Inc., the
Managing General Partner, of $46,569 and $(5,775) are from oil and gas
production, net of lease operating costs and production taxes, as of
December 31, 2002 and 2001, respectively.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
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 76% of the Partnership's total oil and gas
production during 2002: Plains Marketing LP for 32%, Duke Energy
Field Services LP for 31% and Sid Richardson Energy Services for 13%.
Three purchasers accounted for 77% of the Partnership's total oil and
gas production during 2001: Duke Energy Field Services for 33%, Plains
Marketing, LP for 28% and Sid Richardson Energy Services for 16%.
Three purchasers accounted for 76% of the Partnership's total oil and
gas production during 2000: Phillips 66 Company for 34%, Plain
Marketing LP for 32% and Vintage Petroleum, Inc. for 10%. 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.
7. Estimated Oil and Gas Reserves (unaudited)
The Partnership's interest in proved oil and gas reserves is as
follows:
Oil Gas
(bbls) (mcf)
-------- --------
----- ----
Proved developed and undeveloped
reserves -
January 1, 2000 159,000 1,180,00
0
Revisions of previous estimates 22,000 139,000
Production (18,0 (101,0
00) 00)
December 31, 2000 163,000 1,218,00
0
Revisions of previous estimates (102,000 (760,000
) )
Production (15,0 (94,00
00) 0)
December 31, 2001 46,000 364,000
Revisions of previous estimates 55,000 258,000
Production (12,0 (77,00
00) 0)
December 31, 2002 89,000 545,000
Proved developed reserves -
December 31, 2000 145,0 1,169,
00 000
December 31, 2001 36,000 324,000
December 31, 2002 80,000 508,000
All of the Partnership's reserves are located within the continental
United States.
*Ryder Scott Company, L.P. prepared the reserve and present value data
for the Partnership's existing properties as of January 1, 2003. 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.
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
7. Estimated Oil and Gas Reserves (unaudited) - continued
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, 2003 are an average price of
$29.76 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, 2003 are an average price of $4.72 per Mcf.
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. 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. 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.
The standardized measure of discounted future net cash flows relating
to proved oil and gas reserves at December 31, 2002, 2001 and 2000 is
presented below:
2002 2001 2000
------- ------- -------
Future cash inflows, net of
production
and development costs $ 2,295,0 641,000 8,866,0
00 00
10% annual discount for estimated
timing of cash flows 187,0
790,000 00 4,082,0
00
------- ------- -------
----- --- -----
Standardized measure of discounted
future net cash flows $ 454,0
1,505,0 00 4,784,0
00 00
======= ====== =======
Southwest Royalties, Inc. Income Fund V
(a Tennessee limited partnership)
Notes to Financial Statements
7. Estimated Oil and Gas Reserves (unaudited) - continued
The principal sources of change in the standardized measure of
discounted future net cash flows for the years ended December 31,
2002, 2001 and 2000 are as follows:
2002 2001 2000
------- ------- -------
Sales of oil and gas produced, net $ (109,00 (239,00 (391,00
of production costs 0) 0) 0)
Changes in prices and production 400,000 (4,614, 2,996,0
costs 000) 00
Changes of production rates (109,00 1,017,0 (308,00
(timing) and other 0) 00 0)
Revisions of previous quantities 824,000 (972,00 591,000
estimates 0)
Accretion of discount 45,000 478,000 172,000
Discounted future net cash flows -
Beginning of year 454,0
00 4,784,0 1,724,0
00 00
------- ------- -------
------- ----- -----
End of year $ 1,505
,000 454,000 4,784,0
00
======= ======= =======
=
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.
8. Selected Quarterly Financial Results - (unaudited)
Quarter
--------------------------------------
--------------------------------------
-
First Second Third Fourth
------ -------- ------- --------
--- -
2002:
Total revenues $ (3,409) 48,849 25,722 41,674
Total expenses 38,068 38,582 36,761 37,882
Net income (loss) (41,477) 10,267 (11,039) 3,792
Net income (loss) per
limited
partners unit (4.98) .45
1.23 (1.32)
2001:
Total revenues $ 170,313 120,612 (45,035) (5,001)
Total expenses 40,531 50,779 67,176 48,973
Net income (loss) 129,782 69,833 (112,211 (53,974)
)
Net income (loss) per
limited
partners unit 15.58
8.38 (13.47) (6.48)
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.
Name Age Position
- ----------------------- --- -----------------------------
- ---------------------- -- -----------------------------
H. H. Wommack, III 47 Chairman of the Board,
President, Director
and Chief Executive Officer
James N. Chapman(1) 40 Director
William P. Nicoletti(2) 57 Director
Joseph J. Radecki, Jr. 44 Director
(2)
Richard D. Rinehart(1) 67 Director
John M. White(2) 46 Director
Herbert C. Williamson, 54 Director
III(1)
Bill E. Coggin 48 Executive Vice President and
Chief Financial Officer
J. Steven Person 44 Vice President, Marketing
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
H. H. Wommack, III has served as Chairman of the Board, President, Chief
Executive Officer and a director since Southwest's founding in 1983. Since
1997 Mr. Wommack has served as President, Chief Executive Officer and
Chairman of SRH, Southwest's former parent and current holder of 10% of its
voting share capital. Since 1997 Mr. Wommack has served as chairman of the
board of directors of Midland Red Oak Realty, Inc. From 1997 until
December 2000, Mr. Wommack served as chairman of the board of directors of
Basic Energy Services, Inc. and since December 2000 has continued to serve
on Basic's board of directors. Prior to Southwest's formation, Mr. Wommack
was a self-employed independent oil and gas producer engaged in the
purchase and sale of royalty and working interests in oil and gas leases
and the drilling of wells. Mr. Wommack graduated from the University of
North Carolina at Chapel Hill and received his law degree from the
University of Texas.
James N. Chapman has served as a director since April 19,2002. Mr. Chapman
has been involved in the investment banking industry for 18 years,
presently acting as a capital markets and strategic planning consultant
with private and public companies across a range of industries, including
metals, mining, manufacturing, aerospace, airline, service and healthcare.
Prior to establishing an independent consulting practice, Mr. Chapman
worked for The Renco Group, Inc., a multi-billion private corporation in
New York, for which Mr. Chapman developed and implemented financing and
merger and acquisitions strategies for Renco's diverse portfolio of
companies. Prior to Renco, Mr. Chapman was a founding principal of
Fieldstone Private Capital Group, a capital markets advisory firm that he
joined upon its inception in August 1990. Prior to joining Fieldstone,
Mr. Chapman worked for Bankers Trust Company for six years, most recently
in the BT Securities Capital Markets area. Mr. Chapman received an MBA
degree with distinction from the Amos Tuck School at Dartmouth College and
was elected an Edward Tuck Scholar. He received his BA degree with
distinction magna cum laude, at Dartmouth College, was elected to Phi Beta
Kappa and was a Rufus Choate Scholar.
William P. Nicoletti has served as a director since April 19, 2002. Mr.
Nicoletti is Managing Director of Nicoletti & Company Inc., an investment
banking and financial advisory firm. He was formerly a senior officer and
head of the Energy Investment Banking Groups of E. F. Hutton & Company
Inc., Paine Webber, Incorporated and McDonald Investments Inc. Mr.
Nicoletti is Chairman of the board of directors of Russell-Stanley
Holdings, Inc., a manufacturer and marketer of steel and plastic industrial
containers. He is a director of Mark WestEnergy Partners, L.P., a business
engaged in the gathering and processing of natural gas and the
fractionation and storage of natural gas liquids. Mr. Nicoletti is also a
Director and Chairman of the Audit Committee of Star Gas Partners, L.P.,
the nation's largest retail distributor of home heating oil and a major
retail distributor of propane gas. Mr. Nicoletti is a graduate of Seton
Hall University and received an MBA degree from Columbia University
Graduate School of Business.
Joseph J. Radecki, Jr. has served as a director since April 19, 2002. Mr.
Radecki is currently a Managing Director in the Leveraged Finance Group of
CIBC World Markets where he is principally responsible for the firm's
financial restructuring and distressed situation advisory practice. Prior
to joining CIBC World Markets, Mr. Radecki was an Executive Vice President
and Director of the Financial Restructuring Group of Jefferies & Company,
Inc. from 1990 to 1998. From 1983 until 1990, Mr. Radecki was First Vice
President in the International Capital Markets Group at Drexel Burnham
Lambert, Inc., where he specialized in financial restructurings and
recapitalizations. Over the past fourteen years, Mr. Radecki has been
integrally involved in over 120 transactions totaling nearly $50 billion in
recapitalized securities. Mr. Radeki currently serves as a Director of
Wherehouse Entertainment, Inc., a music and video specialty retailer, and
RBX Corporation, a manufacturer of rubber and plastic foam and other
polymer products. He has previously served as Chairman of the Board of
American Rice, Inc., an international rice miller and marketer, as a member
of the Board of Directors of Service America Corporation, a national food
service management firm, Bucyrus International, Inc., a mining equipment
manufacturer, and ECO-Net, a non-profit engineering related network firm.
Mr. Radecki graduated magna cum laude in 1980 from Georgetown University
with a B.A. in Government.
Richard D. Rinehart has served as a director since April 19, 2002. Mr.
Rinehart is a founding principal of PetroCap, Inc. and president of Kestrel
Resources, Inc. PetroCap, Inc. provides investment and merchant banking
services to a variety of clients active in the oil and gas industry.
Kestrel Resources, Inc. is a privately owned oil and gas operating company.
He served as Director of Coopers & Lybrand's Energy Systems and Services
Division prior to the founding of Kestrel Resources, Inc. in 1992. Prior to
joining Coopers & Lybrand, he was chief executive officer/founder of Dawn
Information Resources, Inc., formed in 1986 and acquired by Coopers &
Lybrand in early 1991. Mr. Rinehart served as CEO of Terrapet Energy
Corporation during the period 1982 through 1986. Prior to the formation of
Terrapet in 1982, he was employed as President of the Terrapet Division of
E.I. DuPont de Nemours and Company. Before its acquisition by DuPont, he
served as CEO and President of Terrapet Corp., a privately owned E & P
company. Before the formation of Terrapet Corp. in 1972, he was manager of
supplementary recovery methods and senior evaluation engineer with H. J.
Gruy and Associates, Inc., Dallas, Texas.
John M. White has served as a director since April 19, 2002 Mr. White is
currently an oil and gas analyst with BMO Nesbitt Burns, responsible for
Fixed Income research on oil, gas and energy companies. Prior to joining
BMO Nesbitt Burns in 1998, Mr. White was responsible for Fixed Income
research on the oil and gas industry at John S. Herold, Inc., an
independent oil and gas research and consulting firm. Mr. White's
experience also includes managing a portfolio of oil and gas loans for The
Bank of Nova Scotia, which included independent exploration and production
companies, oil service companies, gas pipelines, gas processors and
refiners. Prior to entering banking, Mr. White was with BP Exploration,
where he worked primarily in exploration and production.
Herbert C. Williamson, III has served as a director since April 19, 2002.
At present, Mr. Williamson is self-employed as a consultant. From March
2001 to March 2002 Mr. Williamson served as an investment banker with
Petrie Parkman & Co. From April 1999 to March 2001 Mr. Williamson served
as chief financial officer and from August 1999 to March 2001 as a director
of Merlon Petroleum Company, a private oil and gas company involved in
exploration and production in Egypt. Mr. Williamson served as executive
vice president, chief financial officer and director of Seven Seas
Petroleum, Inc., a publicly traded oil and gas exploration company, from
March 1998 to April 1999. From 1995 through April 1998, he served as
director in the Investment Banking Department of Credit Suisse First
Boston. Mr. Williamson served as vice chairman and executive vice
president of Parker and Parsley Petroleum Company, a publicly traded oil
and gas exploration company (now Pioneer Natural Resources Company) from
1985 through 1995.
Bill E. Coggin has served as Vice President and Chief Financial Officer
since joining the Managing General Partner in 1985. Previously, Mr. Coggin
was Controller for Rod Ric Corporation, an oil and gas drilling company,
and for C.F. Lawrence & Associates, a large independent oil and gas
operator. Mr. Coggin received a B.S. in Education and a B.A. in Accounting
from Angelo State University.
J. Steven Person has served as Vice President, Marketing since joining the
Managing General Partner in 1989. Mr. Person began in the investment
industry with Dean Witter in 1983. Prior to joining the Managing General
Partner, Mr. Person was a senior wholesaler with Capital Realty, Inc. While
at Capital Realty, he was involved in the syndication of mortgage based
securities through the major brokerage houses. Mr. Person received a
B.B.A. degree from Baylor University and an M.B.A. from Houston Baptist
University.
Key Employees
Jon P. Tate, age 45, has served as Vice President, Land and Assistant
Secretary of the Managing General Partner since 1989. From 1981 to 1989,
Mr. Tate was employed by C.F. Lawrence & Associates, Inc., an independent
oil and gas company, as land manager. Mr. Tate is a member of the Permian
Basin Landman's Association.
R. Douglas Keathley, age 47, has served as Vice President, Operations of
the Managing General Partner since 1992. Before joining us, Mr. Keathley
worked as a senior drilling engineer for ARCO Oil and Gas Company and in
similar capacities for Reading & Bates Petroleum Co. and Tenneco Oil Co.
In certain instances, the Managing General Partner will engage professional
petroleum consultants and other independent contractors, including
engineers and geologists in connection with property acquisitions,
geological and geophysical analysis, and reservoir engineering. The
Managing General Partner believes that, in addition to its own "in-house"
staff, the utilization of such consultants and independent contractors in
specific instances and on an "as-needed" basis allows for greater
flexibility and greater opportunity to perform its oil and gas activities
more economically and effectively.
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 $109,200 during 2002, 2001 and 2000 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 ten percent interest in the Partnership
as a general partner. Through repurchase offers to the limited partners,
the Managing General Partner also owns 2,848.1 limited partner units, a
34.2% limited partner interest. The Managing General Partner total
percentage interest ownership in the Partnership is 44.2%.
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, owned a one percent interest in the Partnership as a general
partner. The Managing General Partner as of December 31, 2001, repurchased
the one percent interest owned by Mr. Wommack for approximately $29,186.
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. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting or investment power with respect to the
limited partner units. To our knowledge, except under applicable community
property laws or as otherwise indicated, the persons named in the table
have sole voting and sole investment control with regard to all limited
partner units beneficially owned. We are presenting ownership information
as of March 1, 2003. A list of beneficial owners of limited partner units,
acquired by the Managing General Partner, is as follows:
Amount and
Nature of Percen
t
Name and Address of Beneficial of
Title of Class Beneficial Owner Ownership Class
- ------------------- --------------------- ---------- ------
- ------------------- --------------------- -------- -----
- -
Limited Partnership Southwest Royalties, Directly 34.2%
Interest Inc. Owns
Managing General 2,848.1
Partner Units
407 N. Big Spring
Street
Midland, TX 79701
Limited Partnership H. H. Wommack, III Indirectly 34.2%
Interest Owns
Chairman of the 2,848.1
Board, Units
President, and CEO
of Southwest
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 2002, the Managing General Partner received $109,200 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, which was paid approximately $105,000 for administrative
overhead attributable to operating such properties during 2002.
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 $5,500 for the year ended
December 31, 2002.
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 and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated May 1, 1986.
(Incorporated by reference from Partnership's
Form 10-K for the fiscal year ended December 31,
1986.)
(b) First Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
May 21, 1986. (Incorporated by reference from
Partnership's Form 10-K for the fiscal year ended
December 31, 1986.)
(c) Second Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
July 1, 1986. (Incorporated by reference from
Partnership's Form 10-K for the fiscal year ended
December 31, 1986.)
(d) Third Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated July 17, 1986. (Incorporated by reference
from Partnership's Form 10-K for the fiscal year
ended December 31, 1986.)
(e) Fourth Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated September 8, 1986. (Incorporated by
reference from Partnership's Form 10-K for the
fiscal year ended December 31, 1986.)
(f) Fifth Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated October 9, 1987. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1987.)
(g) Sixth Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated September 3, 1987. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1987.)
(h) Seventh Amendment to
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
June 30, 1988. (Incorporated by reference from
the Partnership's Form 10-K for the fiscal year
ended December 31, 1988.)
(i) Eighth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
December 31, 1988. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1989.)
(j) Tenth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated March 19, 1990. (Incorporated by reference
from the Partnership's Form 10-K for the fiscal
year ended December 31, 1990.)
(k) Eleventh Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated December 31, 1990. (Incorporated
by reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1990.)
(l) Twelfth Amendment to the
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V,
dated September 30, 1991. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1991.)
(m) Thirteenth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated December 31, 1991. (Incorporated
by reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1992.)
(n) Fourteenth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated March 31, 1992. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1992.)
(o) Fifteenth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated June 30, 1992. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1992.)
(p) Sixteenth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated November 23, 1992. (Incorporated
by reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1992.)
(q) Seventeenth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated April 22, 1993. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 3 1, 1993.)
(r) Eighteenth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated September 30, 1993. (Incorporated
by reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1993.)
(s) Nineteenth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated December 31, 1993. (Incorporated
by reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1993.)
(t) Twentieth Amendment to
the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated July 26, 1994. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1994.)
(u) Twenty First Amendment
to the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated January 18, 1995. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1994.)
(v) Twenty Second Amendment
to the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated July 26, 1995. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1995.)
(w) Twenty Third Amendment
to the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated January 17, 1996. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1995.)
(x) Twenty Fourth Amendment
to the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated April 30, 1996. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1996.)
(y) Twenty Fifth Amendment
to the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated September 30, 1996. (Incorporated
by reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1996.)
(z) Twenty Sixth Amendment
to the Certificate and Agreement of Limited
Partnership of Southwest Royalties, Inc. Income
Fund V, dated January 15, 1997. (Incorporated by
reference from the Partnership's Form 10-K for
the fiscal year ended December 31, 1997.
(aa) Twenty Seventh Amendment to the Certificate and
Agreement of Limited
Partnership of Southwest Royalties, Inc.
Income Fund V,
dated May 10, 1997.
(Incorporated by reference from the Partnership's
Form 10-K for the fiscal
year ended December 31, 1997.)
(bb) Twenty Eighth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income V, dated January 30,
1998. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 1998.)
(cc) Twenty Ninth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated July 27,
1998. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 1998.)
(dd) Thirtieth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated December
22, 1998. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 1998.)
(ee) Thirty First Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated February
25, 1999. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 1999.)
(ff) Thirty Second Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated July 27,
1999. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 1999.)
(gg) Thirty Third Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated February
10, 2000. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 2000.)
(hh) Thirty Fourth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated April 26,
2000. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 2000.)
(ii) Thirty Fifth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated September
13, 2000. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 2000.)
(jj) Thirty Sixth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated February
20, 2001. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 2001.)
(kk) Thirty Seventh Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated July 16,
2001. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 2001.)
(ll) Thirty Eighth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated January 11,
2002. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 2002.)
(mm) Thirty Ninth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated June 3,
2002. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 2002.)
(nn) Fortieth Amendment to Certificate and
Agreement of Limited Partnership of Southwest
Royalties, Inc. Income Fund V, dated July 30,
2002. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year
ended December 31, 2002.)
99.1 Certification pursuant to 18 U.S.C. Section 1350
99.2 Certification pursuant to 18 U.S.C. Section 1350
99.3 Limited Partners as of January 11, 2002
Limited Partners as of June 3, 2002
Limited Partners as of July 30, 2002
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the quarter
ended December 31, 2002.
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, Inc. Income Fund V, a
Tennessee limited partnership
By: Southwest Royalties, Inc., Managing
General Partner
By: By:/s/ H. H. Wommack, III
------------------------------------------
- -----
H. H. Wommack, III, President
Date: March 28, 2003
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 By: /s/ James N.
Chapman
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- -------------------- -----------------------
H. H. Wommack, III, James N. Chapman,
Chairman of the Board, Director
President, Director and
Chief Executive Officer
Date: March 28, 2003 Date: March 28, 2003
By: /s/ William P. By: /s/ Joseph J.
Nicoletti Radecki, Jr.
- --------------------------- ------------------------
- -------------------- -----------------------
William P. Nicoletti, Joseph J. Radecki, Jr.,
Director Director
Date: March 28, 2003 Date: March 28, 2003
By: /s/ Richard D. By: /s/ John M. White
Rinehart
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- -------------------- -----------------------
Richard D. Rinehart, John M. White, Director
Director
Date: March 28, 2003 Date: March 28, 2003
By: /s/ Herbert C.
Williamson, III
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- --------------------
Herbert C. Williamson, III,
Director
Date: March 28, 2003
CERTIFICATIONS
I, H.H. Wommack, III, certify that:
1. I have reviewed this annual report on Form 10-K of Southwest
Royalties, Inc. Income Fund V;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ H.H. Wommack, III
H. H. Wommack, III
Chairman, President, Director and Chief Executive Officer
of Southwest Royalties, Inc., the
Managing General Partner of
Southwest Royalties, Inc. Income Fund V
CERTIFICATIONS
I, Bill E. Coggin, certify that:
1. I have reviewed this annual report on Form 10-K of Southwest
Royalties, Inc. Income Fund V;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ Bill E. Coggin
Bill E. Coggin
Executive Vice President
and Chief Financial Officer of
Southwest Royalties, Inc., the
Managing General Partner of
Southwest Royalties, Inc. Income Fund V
Exhibit Index
Item No. Description Page No.
Exhibit 99.1 Certification pursuant to 18 U.S.C. 42
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification pursuant to 18 U.S.C. 43
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
14(a)(3) Exhibit 4(ll): Thirty Eight Amendment to the 44
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
January 11, 2002.
Exhibit 4(mm): Thirty Ninth Amendment to the 46
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
June 3, 2002.
Exhibit 4(nn): Fortieth Amendment to the 48
Certificate and Agreement of Limited Partnership
of Southwest Royalties, Inc. Income Fund V, dated
July 30, 2002.
CERTIFICATION PURSUANT TO
19 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Southwest Royalties,
Inc. Income Fund V, Limited Partnership (the "Company") on Form
10-K for the period ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the
"Report"), I, H.H. Wommack, III, Chief Executive Officer of the
Managing General Partner of the Company, certify, pursuant to 18
U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operation of the Company.
Date: March 28, 2003
/s/ H.H. Wommack, III
H. H. Wommack, III
Chairman, President, Director and Chief Executive Officer
of Southwest Royalties, Inc., the
Managing General Partner of
Southwest Royalties, Inc. Income Fund V
CERTIFICATION PURSUANT TO
19 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Southwest Royalties,
Inc. Income Fund V, Limited Partnership (the "Company") on Form
10-K for the period ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the
"Report"), I, Bill E. Coggin, Chief Financial Officer of the
Managing General Partner of the Company, certify, pursuant to 18
U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley
Act of 2002, that:
(3) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(4) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operation of the Company.
Date: March 28, 2003
/s/ Bill E. Coggin
Bill E. Coggin
Executive Vice President
and Chief Financial Officer of
Southwest Royalties, Inc., the
Managing General Partner of
Southwest Royalties, Inc. Income Fund V
This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450
THIRTY-EIGHTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP
Pursuant to the Tennessee Revised Uniform Limited Partnership
Act, 62-2-1204 of the Tennessee Code Annotated, and the
provisions of the Tennessee Uniform Limited Partnership Act,
being formerly 61-2-101, et seq. of the Tennessee Code
Annotated, this Thirty-Eighth Amendment (the "Amendment") to the
Certificate and Agreement of Limited Partnership of Southwest
Royalties, Inc. Income V is executed to be effective as of the
31st day of December, 2001, by and between H.H. WOMMACK, III, an
individual ("General Partner"), SOUTHWEST ROYALTIES, INC.
("Managing General Partner") (the Managing General Partner and
the General Partner, are hereinafter collectively referred to as
"General Partners"), and the General Partners as attorney-in-fact
for those persons and entities listed on Schedule 1 attached to
this Amendment, whether existing or additional limited partners
(collectively the "Limited Partners") and as attorney-in-fact for
the Withdrawing Limited Partners, as defined hereinafter.
WHEREAS, Southwest Royalties, Inc. Income V was organized as a
Tennessee limited partnership pursuant to an Agreement of Limited
Partnership, as amended from time to time, dated May 2, 1986 and
recorded in Book 3197, Page 943 in the Register's Office of
Hamilton County, Tennessee (the "Agreement"); and
WHEREAS, the General Partners, Limited Partners and Withdrawing
Limited Partners desire to amend the Agreement in the manner set
forth herein;
NOW, THEREFORE, for and in consideration of the mutual rights and
obligations herein and other good and valuable consideration the
receipt and legal sufficiency of which are acknowledged, the
parties hereto agree as follows:
1. Schedule 1 to the Agreement is hereby deleted in its
entirety and replaced by the Schedule 1 attached hereto.
Those persons and entities which were formerly listed on
Schedule 1 to the Agreement but which are not listed on the
revised Schedule 1 attached hereto shall be defined
collectively as the "Withdrawing Limited Partners."
2. Except as provided herein, the Agreement is hereby
constituted and acknowledged as the controlling Agreement of
Southwest Royalties, Inc. Income Fund V.
IN WITNESS WHEREOF, the parties hereto acknowledge that they
have executed this Amendment to the Agreement to be
effective as of the date first above written.
GENERAL PARTNERS:
/s/ H. H. Wommack, III
By: -----------------------------------
H. H. Wommack, III, General Partner
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
/s/ H. H. Wommack, III
By: -----------------------------------
H. H. Wommack, III, President
LIMITED PARTNERS:
By: General Partners, as attorneys-in-
fact for the Limited Partners listed on
Schedule 1 attached hereto and those
Withdrawing Limited Partners removed from
Schedule 1 under Powers of Attorney
previously granted
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
/s/ H. H. Wommack, III
By: -----------------------------------
STATE OF TENNESSEE )
COUNTY OF HAMILTON )
Before me, Suetta M. Morgan, a Notary Public in and for the State
and County aforesaid, personally appeared H.H. Wommack, III, with
whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself
to be the attorney-in-fact for the admitted and withdrawing
Limited Partners and as president of Southwest Royalties, Inc.
for itself and as attorney-in-fact for the admitted and
withdrawing Limited Partners, and who further acknowledged that
he is authorized by Southwest Royalties, Inc., the Limited
Partners and the Withdrawing Limited Partners to execute this
document on its and their behalf.
Witness my hand and seal at office, on this the 11th day of
January, 2002.
/s/ Suetta M. Morgan
-----------------------------------
Notary Public
My commission expires:
03/6/02
This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450
THIRTY-NINTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP
Pursuant to the Tennessee Revised Uniform Limited Partnership
Act, 62-2-1204 of the Tennessee Code Annotated, and the
provisions of the Tennessee Uniform Limited Partnership Act,
being formerly 61-2-101, et seq. of the Tennessee Code
Annotated, this Thirty-Ninth Amendment (the "Amendment") to the
Certificate and Agreement of Limited Partnership of Southwest
Royalties, Inc. Income V is executed to be effective as of the
31st day of March, 2002, by and between H.H. WOMMACK, III, an
individual ("General Partner"), SOUTHWEST ROYALTIES, INC.
("Managing General Partner")(the Managing General Partner and the
General Partner, are hereinafter collectively referred to as
"General Partners"), and the General Partners as attorney-in-fact
for those persons and entities listed on Schedule 1 attached to
this Amendment, whether existing or additional limited partners
(collectively the "Limited Partners") and as attorney-in-fact for
the Withdrawing Limited Partners, as defined hereinafter.
WHEREAS, Southwest Royalties, Inc. Income V was organized as a
Tennessee limited partnership pursuant to an Agreement of Limited
Partnership, as amended from time to time, dated May 2, 1986 and
recorded in Book 3197, Page 943 in the Register's Office of
Hamilton County, Tennessee (the "Agreement"); and
WHEREAS, the General Partners, Limited Partners and Withdrawing
Limited Partners desire to amend the Agreement in the manner set
forth herein;
NOW, THEREFORE, for and in consideration of the mutual rights and
obligations herein and other good and valuable consideration the
receipt and legal sufficiency of which are acknowledged, the
parties hereto agree as follows:
1. Schedule 1 to the Agreement is hereby deleted in its
entirety and replaced by the Schedule 1 attached hereto.
Those persons and entities which were formerly listed on
Schedule 1 to the Agreement but which are not listed on the
revised Schedule 1 attached hereto shall be defined
collectively as the "Withdrawing Limited Partners."
2. Except as provided herein, the Agreement is hereby
constituted and acknowledged as the controlling Agreement of
Southwest Royalties, Inc. Income Fund V.
IN WITNESS WHEREOF, the parties hereto acknowledge that they
have executed this Amendment to the Agreement to be
effective as of the date first above written.
GENERAL PARTNERS:
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III, General Partner
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III, President
LIMITED PARTNERS:
By: General Partners, as attorneys-in-
fact for the Limited Partners listed on
Schedule 1 attached hereto and those
Withdrawing Limited Partners removed from
Schedule 1 under Powers of Attorney
previously granted
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
By: /s/ H. H. Wommack, III
-----------------------------------
STATE OF TEXAS )
COUNTY OF MIDLAND )
Before me, B. Ross, a Notary Public in and for the State and
County aforesaid, personally appeared H.H. Wommack, III, with
whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself
to be the attorney-in-fact for the admitted and withdrawing
Limited Partners and as president of Southwest Royalties, Inc.
for itself and as attorney-in-fact for the admitted and
withdrawing Limited Partners, and who further acknowledged that
he is authorized by Southwest Royalties, Inc., the Limited
Partners and the Withdrawing Limited Partners to execute this
document on its and their behalf.
Witness my hand and seal at office, on this the 3rd day of June,
2002.
/s/ B. Ross
-----------------------------------
Notary Public
My commission expires:
8/30/03
This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450
FORTIETH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
INCOME FUND V, A TENNESSEE LIMITED PARTNERSHIP
Pursuant to the Tennessee Revised Uniform Limited Partnership
Act, 62-2-1204 of the Tennessee Code Annotated, and the
provisions of the Tennessee Uniform Limited Partnership Act,
being formerly 61-2-101, et seq. of the Tennessee Code
Annotated, this Fortieth Amendment (the "Amendment") to the
Certificate and Agreement of Limited Partnership of Southwest
Royalties, Inc. Income V is executed to be effective as of the
30th day of June, 2002, by and between H.H. WOMMACK, III, an
individual ("General Partner"), SOUTHWEST ROYALTIES, INC.
("Managing General Partner")(the Managing General Partner and the
General Partner, are hereinafter collectively referred to as
"General Partners"), and the General Partners as attorney-in-fact
for those persons and entities listed on Schedule 1 attached to
this Amendment, whether existing or additional limited partners
(collectively the "Limited Partners") and as attorney-in-fact for
the Withdrawing Limited Partners, as defined hereinafter.
WHEREAS, Southwest Royalties, Inc. Income V was organized as a
Tennessee limited partnership pursuant to an Agreement of Limited
Partnership, as amended from time to time, dated May 2, 1986 and
recorded in Book 3197, Page 943 in the Register's Office of
Hamilton County, Tennessee (the "Agreement"); and
WHEREAS, the General Partners, Limited Partners and Withdrawing
Limited Partners desire to amend the Agreement in the manner set
forth herein;
NOW, THEREFORE, for and in consideration of the mutual rights and
obligations herein and other good and valuable consideration the
receipt and legal sufficiency of which are acknowledged, the
parties hereto agree as follows:
1. Schedule 1 to the Agreement is hereby deleted in its
entirety and replaced by the Schedule 1 attached hereto.
Those persons and entities which were formerly listed on
Schedule 1 to the Agreement but which are not listed on the
revised Schedule 1 attached hereto shall be defined
collectively as the "Withdrawing Limited Partners."
3. Except as provided herein, the Agreement is hereby
constituted and acknowledged as the controlling Agreement of
Southwest Royalties, Inc. Income Fund V.
IN WITNESS WHEREOF, the parties hereto acknowledge that they
have executed this Amendment to the Agreement to be
effective as of the date first above written.
GENERAL PARTNERS:
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III, General Partner
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III, President
LIMITED PARTNERS:
By: General Partners, as attorneys-in-
fact for the Limited Partners listed on
Schedule 1 attached hereto and those
Withdrawing Limited Partners removed from
Schedule 1 under Powers of Attorney
previously granted
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III
By: SOUTHWEST ROYALTIES, INC.
Managing General Partner
By: /s/ H. H. Wommack, III
-----------------------------------
STATE OF TEXAS )
COUNTY OF MIDLAND )
Before me, B. Ross, a Notary Public in and for the State and
County aforesaid, personally appeared H.H. Wommack, III, with
whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself
to be the attorney-in-fact for the admitted and withdrawing
Limited Partners and as president of Southwest Royalties, Inc.
for itself and as attorney-in-fact for the admitted and
withdrawing Limited Partners, and who further acknowledged that
he is authorized by Southwest Royalties, Inc., the Limited
Partners and the Withdrawing Limited Partners to execute this
document on its and their behalf.
Witness my hand and seal at office, on this the 30th day of July,
2002.
/s/ B. Ross
-----------------------------------
Notary Public
My commission expires:
8/30/03
AMENDMENTS FOLLOW AS EX-99