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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 0-17707
Southwest Oil & Gas Income Fund VIII-A, L.P.
(Exact name of registrant as specified in
its limited partnership agreement)
Delaware 75-2220097
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
407 N. Big Spring, Suite 300, Midland, Texas 79701
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (915) 686-9927
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
limited partnership interests
Indicate by check mark whether registrant (1) has filed reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days: Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [x]
The registrant's outstanding securities consist of Units of limited
partnership interests for which there exists no established public market
from which to base a calculation of aggregate market value.
The total number of pages contained in this report is 42. The exhibit
index is found on page 40.
Table of Contents
Item Page
Part I
1. Business 3
2. Properties 6
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 7
Part II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 8
6. Selected Financial Data 9
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
8. Financial Statements and Supplementary Data 17
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 31
Part III
10. Directors and Executive Officers of the Registrant 32
11. Executive Compensation 34
12. Security Ownership of Certain Beneficial Owners and
Management 34
13. Certain Relationships and Related Transactions 35
Part IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 36
Signatures 37
Part I
Item 1. Business
General
Southwest Oil & Gas Income Fund VIII-A, L.P. (the "Partnership" or
"Registrant") was organized as a Delaware limited partnership on November
30, 1987. The offering of limited partnership interests began March 31,
1988, minimum capital requirements were met July 6, 1988 and the offering
concluded March 31, 1989. The Partnership has no subsidiaries.
The Partnership has expended its capital and acquired interests in
producing oil and gas properties. After such acquisitions, the Partnership
has produced and marketed the crude oil and natural gas produced from such
properties. In most cases, the Partnership purchased working interests in
oil and gas properties, with an occasional purchase of a royalty or
overriding royalty interest. 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 working interests in oil and gas
properties located in New Mexico and Texas. All activities of the
Partnership are confined to the continental United States. All oil and gas
produced from these properties is sold to unrelated third parties in the
oil and gas business.
The revenues generated from the Partnership's oil and gas activities are
dependent upon the current market for oil and gas. The prices received by
the Partnership for its oil and gas production depend upon numerous factors
beyond the Partnership's control, including competition, economic,
political and regulatory developments and competitive energy sources, and
make it particularly difficult to estimate future prices of oil and natural
gas.
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 United 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 gas 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 86% 14%
2001 80% 20%
2000 83% 17%
As the table indicates, the majority of the Partnership's revenue is from
its oil production; therefore, Partnership revenues will be highly
dependent upon the future prices and demands for oil.
Seasonality of Business
Although the demand for natural gas is highly seasonal, with higher demand
in the colder winter months and in very hot summer months, the Partnership
has been able to sell all of its natural gas, either through contracts in
place or on the spot market at the then prevailing spot market price. As a
result, the volumes sold by the Partnership have not fluctuated materially
with the change of season.
Customer Dependence
No material portion of the Partnership's business is dependent on a single
purchaser, or a very few purchasers, where the loss of one would have a
material adverse impact on the Partnership. Two purchasers accounted for
82% of the Partnership's total oil and gas production during 2002: Plains
Marketing LP for 64% and Exxon Company for 18%. Three purchasers accounted
for 78% of the Partnership's total oil and gas production during 2001:
Plains Marketing LP for 58%, Mobil Corporation for 10% and Duke Energy
Field Services for 10%. Two purchasers accounted for 81% of the
Partnership's total oil and gas production during 2000: Plains Marketing
LP for 60% and Mobil Corporation for 21%. 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 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 Eddy County of New Mexico; Glasscock, Leon,
Martin, Pecos, Reagan, Reeves, Stonewall, Terry, Ward, Winkler and Yoakum
Counties of Texas. These properties consist of various interests in
approximately 101 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 have not been any
significant changes in properties during 2002, 2001 and 2000.
There were no leases sold during 2002. During 2001, three leases were sold
for approximately $200. There were no leases sold during 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 Interest Wells Oil Gas
(bbls) (mcf)
- ------------------ ------------ ------ -------- --------
- -------- ----- -----
Mobil Acquisition 4/89 at 5% to 19 69,000 141,000
Ward and Reeves 50% working
interest
Counties, Texas
North American 3/89 at 50% 3 238,000 -
Royalties working
interest
Yoakum County,
Texas
Ramsey-Sell 3/89 at 11% 5 86,000 23,000
to 52%
Acquisition working
interest
Winkler County,
Texas
*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.
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 $29.24 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 $4.67 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, proved developed non-producing and proved undeveloped. All of
the proved reserves are included in the engineering reports, which evaluate
the Partnership's present reserves.
Because the Partnership does not engage in drilling activities, the
development of proved undeveloped reserves is conducted pursuant to farm-
out arrangements with the Managing General Partner or unrelated third
parties. Generally, the Partnership retains a carried interest such as an
overriding royalty interest under the terms of a farm-out, or receives
cash.
The Partnership or the owners of properties in which the Partnership owns
an interest can engage in workover projects or supplementary recovery
projects, for example, to extract behind the pipe reserves, which qualify
as proved developed non-producing reserves. See Part II, Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Partnership is
a party.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth
quarter of 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 $500. Limited partner units are not traded
on any exchange and there is no public or organized trading market for
them. The Managing General Partner has become aware of certain limited and
sporadic transfers of units between limited partners and third parties, but
has no verifiable information regarding the prices at which such units have
been transferred. Further, a transferee may not become a substitute limited
partner without the consent of the Managing General Partner.
After completion of the Partnership's first full fiscal year of operations
and each year thereafter, the Managing General Partner has offered and will
continue to offer to purchase each limited partner's interest in the
Partnership, at a price based on tangible assets of the Partnership, plus
the present value of the future net revenues of proved oil and gas
properties, minus liabilities with a risk factor discount of up to one-
third which may be implemented in the sole discretion of the Managing
General Partner. However, the Managing General Partner's obligation to
purchase limited partner units is limited to an expenditure of an amount
not in excess of 10% of the total limited partner units initially
subscribed for by limited partners. 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, 957 limited
partner units were tendered to and purchased by the Managing General
Partner at an average base price of $256.07 per unit. In 2000, 900.25
limited partner units were tendered to and purchased by the Managing
General Partner at an average base price of $128.82 per unit.
Number of Limited Partner Interest Holders
As of December 31, 2002, there were 518 holders of limited partner units in
the Partnership.
Distributions
Pursuant to Article IV, Section 4.01 of the Partnership's Certificate and
Agreement of Limited Partnership "Net Cash Flow" is distributed to the
partners on a quarterly basis. "Net Cash Flow" is defined as "the cash
generated by the Partnership's investments in producing oil and gas
properties, less (i) General and Administrative Costs, (ii) Operating
Costs, and (iii) any reserves necessary to meet current and anticipated
needs of the Partnership, as determined in the sole discretion of the
Managing General Partner."
During 2002, distributions were made totaling $167,000, with $150,300
distributed to the limited partners and $16,700 to the general partners.
For the year ended December 31, 2002, distributions of $11.05 per limited
partner unit were made, based upon 13,596 limited partner units
outstanding. During 2001, quarterly distributions were made totaling
$620,063, with $558,057 distributed to the limited partners and $62,006 to
the general partners. For the year ended December 31, 2001, distributions
of $41.05 per limited partner unit were made, based upon 13,596 limited
partner units outstanding. During 2000, quarterly distributions were made
totaling $615,440, with $553,896 distributed to the limited partners and
$61,544 to the general partners. For the year ended December 31, 2000,
distributions of $40.74 per limited partner unit were made, based upon
13,596 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:
2002 2001 2000 1999 1998
----- ----- ----- ----- -----
Revenues $ 1,111,55 1,294,60 1,547,54 954,511 889,180
2 9 7
Net income (loss) 280,039 421,668 713,495 246,697 (715,201
)
Partners' share of
net income (loss):
General partners 30,704 46,667 73,550 26,969 (1,184)
Limited partners 249,335 375,001 639,946 219,728 (714,017
)
Limited partners'
net income (loss)
per unit 18.34
27.58 47.07 16.16 (52.52)
Limited partners'
cash distributions
per unit 11.05
41.05 40.74 10.80 11.22
Total assets $ 527,285 414,368 612,621 514,637 426,680
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Partnership was formed to acquire interests in producing oil and gas
properties, to produce and market crude oil and natural gas produced from
such properties and to distribute any net proceeds from operations to the
general and limited partners. Net revenues from producing oil and gas
properties are not reinvested in other revenue producing assets except to
the extent that producing facilities and wells are reworked or where
methods are employed to improve or enable more efficient recovery of oil
and gas reserves. The economic life of the Partnership thus depends on the
period over which the Partnership's oil and gas reserves are economically
recoverable.
Increases or decreases in Partnership revenues and, therefore,
distributions to partners will depend primarily on changes in the prices
received for production, changes in volumes of production sold, lease
operating expenses, enhanced recovery projects, offset drilling activities
pursuant to farm-out arrangements and on the depletion of wells. Since
wells deplete over time, production can generally be expected to decline
from year to year.
Well operating costs and general and administrative costs usually decrease
with production declines; however, these costs may not decrease
proportionately. Net income available for distribution to the limited
partners is therefore expected to fluctuate in later years based on these
factors.
Based on current conditions, management anticipates performing development
drilling projects and workovers during the years 2003 and 2004 to enhance
production. The partnership may have an increase in production volumes for
the years 2003 and 2004, otherwise, the partnership will most likely
experience the historical production decline, which has approximated 8%
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. This change in estimate had no
impact on depletion expense for the fourth quarter.
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:
Year Ended Percenta
ge
December 31, Increase
2002 2001 (Decreas
e)
------- ------- --------
-------
Average price per $ 24.54 2%
barrel of oil 24.02
Average price per mcf $ 3.23 (25%)
of gas 4.28
Oil production in 39,100 43,100 (9%)
barrels
Gas production in mcf 46,700 59,600 (22%)
Gross oil and gas $ 1,110,30 1,290,53 (14%)
revenue 1 3
Net oil and gas revenue $ 410,642 568,229 (28%)
Partnership $ 167,000 620,063 (73%)
distributions
Limited partner $ 150,300 558,057 (73%)
distributions
Per unit distribution $ 11.05 (73%)
to limited partners 41.05
Number of limited 13,596 13,596
partner units
Revenues
The Partnership's oil and gas revenues decreased to $1,110,301 from
$1,290,533 for the years ended December 31, 2002 and 2001, respectively, a
decrease of 14%. 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 2%, or $.52 per barrel, resulting in an
increase of approximately $20,300 in revenues. Oil sales represented
86% of total oil and gas sales during the year ended December 31, 2002
as compared to 80% 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 25%, or $1.05 per mcf, resulting in
a decrease of approximately $49,000 in revenues.
The net total decrease in revenues due to the change in prices received
from oil and gas production is approximately $28,700. The market price
for oil and gas has been extremely volatile over the past decade and
management expects a certain amount of volatility to continue in the
foreseeable future.
2. Oil production decreased approximately 4,000 barrels or 9% during the
year ended December 31, 2002 as compared to the year ended December 31,
2001, resulting in a decrease of approximately $96,100 in revenues.
Gas production decreased approximately 12,900 mcf or 22% during the
same period, resulting in a decrease of approximately $55,200 in
revenues.
The total decrease in revenues due to the change in production is
approximately $151,300. The decrease in gas production is primarily
due to a lease that had a well shut in during the third quarter of 2001
and another lease that had a well with a casing leak resulting in
downtime which is currently under assessment for repairing or plugging.
Costs and Expenses
Total costs and expenses decreased to $831,513 from $872,941 for the years
ended December 31, 2002 and 2001, respectively, a decrease of 5%. The
decrease is the result of lower depletion expense, lease operating costs
and general and administrative expense.
1. Lease operating costs and production taxes were 3% lower, or
approximately $22,600 less during the year ended December 31, 2002 as
compared to the year ended December 31, 2001.
2. General and administrative costs consist of independent accounting and
engineering fees, computer services, postage, and Managing General
Partner personnel costs. General and administrative costs decreased 1%
or approximately $800 during the year ended December 31, 2002 as
compared to the year ended December 31, 2001.
3. Depletion expense decreased to $27,000 for the year ended December 31,
2002 from $45,000 for the same period in 2001. This represents a
decrease of 40%. 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. This change in estimate had no impact on depletion
expense for the fourth quarter.
The major factor in the decrease 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, 2003 as compared
to 2002, 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:
Year Ended Percenta
ge
December 31, Increase
2001 2000 (Decreas
e)
----- ----- --------
------
Average price per $ 24.02 (16%)
barrel of oil 28.70
Average price per mcf $ 4.28 (2%)
of gas 4.36
Oil production in 43,100 44,600 (3%)
barrels
Gas production in mcf 59,600 58,900 1%
Gross oil and gas $ 1,290,53 1,537,03 (16%)
revenue 3 8
Net oil and gas $ 568,229 831,291 (32%)
revenue
Partnership $ 620,063 615,440 1%
distributions
Limited partner $ 558,057 553,896 1%
distributions
Per unit distribution $ 41.05 1%
to limited partners 40.74
Number of limited 13,596 13,596
partner units
Revenues
The Partnership's oil and gas revenues decreased to $1,290,533 from
$1,537,038 for the years ended December 31, 2001 and 2000, respectively, a
decrease of 16%. The principal factors affecting the comparison of the
years ended December 31, 2001 and 2000 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the year ended December 31, 2001 as compared to the
year ended December 31, 2000 by 16%, or $4.68 per barrel, resulting in
a decrease of approximately $201,700 in revenues. Oil sales represented
80% of total oil and gas sales during the year ended December 31, 2001
as compared to 83% 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 2%, or $.08 per mcf, resulting in a
decrease of approximately $4,800 in revenues.
The total decrease in revenues due to the change in prices received
from oil and gas production is approximately $206,500. The market
price for oil and gas has been extremely volatile over the past decade
and management expects a certain amount of volatility to continue in
the foreseeable future.
2. Oil production decreased approximately 1,500 barrels or 3% during the
year ended December 31, 2001 as compared to the year ended December 31,
2000, resulting in a decrease of approximately $43,100 in revenues.
Gas production increased approximately 700 mcf or 1% during the same
period, resulting in an increase of approximately $3,100 in revenues.
The net total decrease in revenues due to the change in production is
approximately $40,000.
Costs and Expenses
Total costs and expenses increased to $872,941 from $834,052 for the years
ended December 31, 2001 and 2000, respectively, an increase of 5%. The
increase is the result of higher depletion expense and lease operating
costs, partially offset by a decrease in general and administrative
expense.
1. Lease operating costs and production taxes were 2% higher, or
approximately $16,600 more during the year ended December 31, 2001 as
compared to the year ended December 31, 2000.
2. General and administrative costs consist of independent accounting and
engineering fees, computer services, postage, and Managing General
Partner personnel costs. General and administrative costs decreased 1%
or approximately $700 during the year ended December 31, 2001 as
compared to the year ended December 31, 2000.
3. Depletion expense increased to $45,000 for the year ended December 31,
2001 from $22,000 for the same period in 2000. This represents an
increase of 105%. 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 $15,000 as of
December 31, 2000.
C. Revenue and Distribution Comparison
Partnership net income for the years ended December 31, 2002, 2001 and 2000
was $280,039, $421,668 and $713,495. Excluding the effects of
depreciation, depletion and amortization, net income for the years ended
December 31, 2002, 2001 and 2000 would have been $307,039, $466,668 and
$735,495, respectively. Correspondingly, Partnership distributions for the
years ended December 31, 2002, 2001 and 2000 were $167,000, $620,063 and
$615,440, respectively. These differences are indicative of the changes in
oil and gas prices, production and properties during 2002, 2001 and 2000.
The sources for the 2002 distributions of $167,000 were oil and gas
operations of approximately $233,500 and the change in oil and gas
properties of approximately $(47,100), resulting in excess cash for
contingencies or subsequent distributions. The sources for the 2001
distributions of $620,063 were oil and gas operations of approximately
$582,800 and the change in oil and gas properties of approximately
$(37,400), with the balance from available cash on hand at the beginning of
the period. The sources for the 2000 distributions of $615,440 were oil
and gas operations of approximately $692,500 and the change in oil and gas
properties of approximately $(8,400), resulting in excess cash for
contingencies or subsequent distributions.
Total distributions during the year ended December 31, 2002 were $167,000
of which $150,300 was distributed to the limited partners and $16,700 to
the general partners. The per unit distribution to limited partners during
the same period was $11.05. Total distributions during the year ended
December 31, 2001 were $620,063 of which $558,057 was distributed to the
limited partners and $62,006 to the general partners. The per unit
distribution to limited partners during the same period was $41.05. Total
distributions during the year ended December 31, 2000 were $615,440 of
which $553,896 was distributed to the limited partners and $61,544 to the
general partners. The per unit distribution to limited partners during the
same period was $40.74.
Since inception of the Partnership, cumulative monthly cash distributions
of 8,585,924 have been made to the partners. As of December 31, 2002,
$7,772,203 or $571.65 per limited partner unit has been distributed to the
limited partners, representing a 100% return of capital and a 14% return on
capital contributed.
Liquidity and Capital Resources
The primary source of cash is from operations, the receipt of income from
interests in oil and gas properties. The Partnership knows of no material
change, nor does it anticipate any such change.
Cash flows provided by operating activities were approximately $233,500 in
2002 compared to $582,800 in 2001 and approximately $692,500 in 2000. The
primary source of the 2002 cash flow from operating activities was
profitable operations.
Cash flows used in investing activities were approximately $47,100 in 2002
compared to $37,400 in 2001 and approximately $8,400 in 2000. The
principal use of the 2002 cash flow from investing activities was the
addition of oil and gas properties.
Cash flows used in financing activities were approximately $167,100 in 2002
compared to $619,900 in 2001 and approximately $615,500 in 2000. The only
use in financing activities was the distributions to partners.
As of December 31, 2002, the Partnership had approximately $189,800 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 19
Balance Sheets 20
Statements of Operations 21
Statement of Changes in Partners' Equity 22
Statements of Cash Flows 23
Notes to Financial Statements 24
INDEPENDENT AUDITORS REPORT
The Partners
Southwest Oil & Gas Income Fund
VIII-A, L.P.
(a Delaware Limited Partnership)
We have audited the accompanying balance sheets of Southwest Oil & Gas
Income Fund VIII-A, L.P. (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 Oil & Gas
Income Fund VIII-A, L.P. 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 Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Balance Sheets
December 31, 2002 and 2001
2002 2001
---- ----
Assets
- ---------
Current assets:
Cash and cash equivalents $ 56,709 37,385
Receivable from Managing 133,263 59,724
General Partner
-------- --------
---- ----
Total current assets 189,972 97,109
-------- --------
---- ----
Oil and gas properties -
using the full-
cost method of accounting 5,438,77 5,391,72
9 5
Less accumulated
depreciation,
depletion and 5,101,46 5,074,46
amortization 6 6
-------- --------
---- ----
Net oil and gas 337,313 317,259
properties
-------- --------
---- ----
$ 527,285 414,368
======= =======
Liabilities and Partners'
Equity
- ----------------------------
- ------------
Current liability - $ 199 321
distribution payable
-------- --------
---- ----
Partners' equity -
General partners 19,410 5,406
Limited partners 507,676 408,641
-------- --------
---- ----
Total partners' equity 527,086 414,047
-------- --------
---- ----
$ 527,285 414,368
======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Statements of Operations
Years ended December 31, 2002, 2001 and 2000
2002 2001 2000
------ ------ ------
Revenues
- -------------
Oil and gas revenue $ 1,110,30 1,290,53 1,537,03
1 3 8
Interest 646 4,076 6,554
Miscellaneous 605 - 3,955
-------- -------- --------
---- ---- -----
1,111,55 1,294,60 1,547,54
2 9 7
-------- -------- --------
---- ---- ----
Expenses
- -------------
Production 699,659 722,304 705,747
General and 104,854 105,637 106,305
administrative
Depreciation, depletion 27,000 45,000 22,000
and amortization
-------- -------- --------
---- ---- ----
831,513 872,941 834,052
-------- -------- --------
---- ---- ----
Net income $ 280,039 421,668 713,495
======= ======= =======
Net income allocated to:
Managing General Partner $ 30,704 42,000 66,195
======= ======= =======
General Partner $ - 4,667 7,354
======= ======= =======
Limited partners $ 249,335 375,001 639,946
======= ======= =======
Per limited partner $ 18.34
unit 27.58 47.07
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Statement of Changes in Partners' Equity
Years ended December 31, 2002, 2001 and 2000
General Limited
Partners Partners Total
-------- -------- --------
----- ---- -
Balance at $ 8,740 505,647 514,387
December 31, 1999
Net income 73,549 639,946 713,495
Distributions (61,544) (553,896 (615,440
) )
-------- -------- --------
-- --- ---
Balance at 20,745 591,697 612,442
December 31, 2000
Net income 46,667 375,001 421,668
Distributions (62,006) (558,057 (620,063
) )
-------- -------- --------
-- --- ---
Balance at 5,406 408,641 414,047
December 31, 2001
Net income 30,704 249,335 280,039
Distributions (16,700) (150,300 (167,000
) )
-------- -------- --------
-- --- ---
Balance at $ 19,410 507,676 527,086
December 31, 2002
====== ====== ======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware 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 oil and $ 1,039,34 1,427,57 1,475,77
gas sales 3 6 2
Cash paid to Managing
General Partner
for production expense,
administrative
fees and general and (807,094 (848,843 (789,799
administrative overhead ) ) )
Interest received 646 4,076 6,554
Miscellaneous settlement 605 - -
-------- -------- --------
-- -- --
Net cash provided by
operating
activities 233,500 582,809 692,527
-------- -------- --------
-- -- --
Cash flows from investing
activities:
Additions to oil and gas (47,054) (37,600) (8,370)
properties
Sale of oil and gas - 160 -
properties
-------- -------- --------
-- -- --
Net cash used in investing
activities (47,054) (37,440) (8,370)
-------- -------- --------
-- -- --
Cash flows used in financing
activities:
Distributions to partners (167,122 (619,921 (615,511
) ) )
-------- -------- --------
-- -- --
Net increase (decrease) in
cash and cash
equivalents 19,324 (74,552) 68,646
Beginning of year 37,385 111,937 43,291
-------- -------- --------
-- -- --
End of year $ 56,709 37,385 111,937
====== ====== ======
Reconciliation of net income
to net
cash provided by operating
activities:
Net income $ 280,039 421,668 713,495
Adjustments to reconcile net
income to
net cash provided by
operating activities:
Depreciation, depletion and 27,000 45,000 22,000
amortization
(Increase) decrease in (70,958) 137,043 (65,221)
receivables
(Decrease) increase in (2,581) (20,902) 22,253
payables
-------- -------- --------
-- -- --
Net cash provided by $ 233,500 582,809 692,527
operating activities
====== ====== ======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Oil & Gas Income Fund VIII-A, L.P. was organized under the
laws of the state of Delaware on November 30, 1987, for the purpose of
acquiring producing oil and gas properties and to produce and market
crude oil and natural gas produced from such properties for a term of
50 years, unless terminated at an earlier date as provided for in the
Partnership Agreement. The 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 100% -
(1)
Amortization of organization 100% -
costs
Syndication costs 100% -
Property acquisition costs 100% -
Gain/loss on property disposition 90% 10%
Operating and administrative 90% 10%
costs (2)
Depreciation, depletion and
amortization
of oil and gas properties 100% -
All other costs 90% 10%
(1)All organization costs in excess of 3% of initial capital
contributions will be paid by the Managing General Partner and
will be treated as a capital contribution. The Partnership paid
the Managing General Partner an amount equal to 3% of initial
capital contributions for such organization costs.
(2)Administrative costs in any year, which exceed 2% of capital
contributions shall be paid by the Managing 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.
This change in estimate had no impact on depletion expense for the
fourth quarter.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware 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.
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.
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 $367,892 and $466,871, 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 statement of cash flows, the Partnership considers
all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. The Partnership maintains its
cash at one financial institution.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
2. Summary of Significant Accounting Policies - continued
Number of Limited Partner Units
As of December 31, 2002, 2001 and 2000, there were 13,596 limited
partner units outstanding held by 518, 518 and 551 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.
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.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
3. Liquidity - Managing General Partner - continued
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 in the sole
discretion of the Managing General Partner. However, the Managing
General Partner's obligation to purchase limited partner units is
limited to an expenditure of an amount not in excess of 10% of the
total limited partner units initially subscribed for by limited
partners.
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 reliably
determinable due to several factors, including the unknown magnitude
of possible contaminations, the unknown timing and extent of the
corrective actions which may be required, the determination of the
Partnership's liability in proportion to other responsible parties and
the extent to which such expenditures are recoverable from insurance
or indemnifications from prior owners of Partnership's properties.
5. Related Party Transactions
A significant portion of the oil and gas properties in which the
Partnership has an interest are operated by and purchased from the
Managing General Partner. As provided for in the operating agreement
for each respective oil and gas property in which the Partnership has
an interest, the operator is paid an amount for administrative
overhead attributable to operating such properties, with such amounts
to Southwest Royalties, Inc. as operator approximating $135,100,
$139,100 and $135,100 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 that the Partnership also participates.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
5. Related Party Transactions - continued
Certain subsidiaries or affiliates of the Managing General Partner
perform various oil field services for properties in which the
Partnership owns an interest. Such services aggregated approximately
$35,200, $2,700 and $9,200 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
$98,400 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 from Southwest Royalties, Inc., the Managing General
Partner, of approximately $133,300 and $59,700 are from oil and gas
production, net of lease operating costs and production taxes, as of
December 31, 2002 and 2001, respectively.
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. Two
purchasers accounted for 82% of the Partnership's total oil and gas
production during 2002: Plains marketing LP for 64% and Exxon Company
for 18%. Three purchasers accounted for 78% of the Partnership's
total oil and gas production during 2001: Plains Marketing LP for
58%, Mobil Corporation for 10% and Duke Energy Field Services for 10%.
Two purchasers accounted for 81% of the Partnership's total oil and
gas production during 2000: Plains Marketing LP for 60% and Mobil
Corporation for 21%. 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 475,000 1,122,00
0
Revisions of previous 105,000 (151,000
estimates )
Production (45,000) (59,000)
-------- --------
--- -----
December 31, 2000 535,000 912,000
Revisions of previous (151,000 (484,000
estimates ) )
Production (43,000) (60,000)
-------- --------
--- -----
December 31, 2001 341,000 368,000
Revisions of previous 185,000 4,000
estimates
Production (39,000) (47,000)
-------- --------
--- -----
December 31, 2002 487,000 325,000
====== =======
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
7. Estimated Oil & Gas Reserves (unaudited) - continued
Oil Gas
(bbls) (mcf)
-------- --------
---- ----
Proved developed reserves -
December 31, 2000 527,000 909,000
======= =======
December 31, 2001 316,000 365,000
======= =======
December 31, 2002 461,000 322,000
======= =======
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.
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
$29.24 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 $4.67 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. A year of new information, which is
pertinent to the estimation of future recoverable volumes, is
available during the subsequent year evaluation. In applying industry
standards and procedures, the new data may cause the previous
estimates to be revised. This revision may increase or decrease the
earlier estimated volumes. Pertinent information gathered during the
year may include actual production and decline rates, production from
offset wells drilled to the same geologic formation, increased or
decreased water production, workovers, and changes in lifting costs,
among others. Accordingly, reserve estimates are often different from
the quantities of oil and gas that are ultimately recovered.
The Partnership has reserves, which are classified as proved developed
producing, proved developed non-producing and proved undeveloped. All
of the proved reserves are included in the engineering reports, which
evaluate the Partnership's present reserves.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
7. Estimated Oil & Gas Reserves (unaudited) - continued
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 $ 15,762,0 7,053,00 22,825,0
00 0 00
Production and development 8,864,00 4,474,00 11,970,0
costs 0 0 00
-------- -------- --------
------ ----- ------
Future net cash flows 6,898,00 2,579,00 10,855,0
0 0 00
10% annual discount for
estimated
timing of cash flows 3,055,00 982,000 4,966,00
0 0
-------- -------- --------
------ ----- ------
Standardized measure of
discounted
future net cash flows $ 3,843,00 1,597,00 5,889,00
0 0 0
======== ======== ========
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 of production costs $ (411,000 (568,000 (831,000
) ) )
Changes in prices and 1,349,00 (3,781,0 3,014,00
production costs 0 00) 0
Changes of production rates
(timing) and others (171,000 388,000 (227,000
) )
Revisions of previous 1,319,00 (920,000 685,000
quantities estimates 0 )
Accretion of discount 160,000 589,000 295,000
Discounted future net cash
flows -
Beginning of year 1,597,00 5,889,00 2,953,00
0 0 0
-------- -------- --------
---- ------ -----
End of year $ 3,843,00 1,597,00 5,889,00
0 0 0
======= ======== =======
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.
Southwest Oil & Gas Income Fund VIII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
8. Selected Quarterly Financial Results - (unaudited)
Quarter
--------------------------------------
--------
First Second Third Fourth
------ -------- -------- --------
-- -
2002:
Total revenues $ 231,547 255,854 313,228 310,923
Total expenses 186,638 201,882 221,601 221,392
Net income 44,909 53,972 91,627 89,531
Net income per limited
partners unit 2.93
3.52 6.01 5.88
2001:
Total revenues $ 395,505 350,625 312,739 235,740
Total expenses 171,024 219,778 230,078 252,061
Net income (loss) 224,481 130,847 82,661 (16,321)
Net income per (loss)
limited
partners unit 14.80
8.59 5.35 1.16)
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 $98,400 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 3,294.5 limited partner units, a
21.8% limited partner interest. The Managing General Partner total
percentage interest ownership in the Partnership is 31.8%.
No officer or director of the Managing General Partner owns units in the
Partnership. H. H. Wommack, III, as the individual general partner of the
Partnership, 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 $37,923.
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 21.8%
Interest Inc. Owns
Managing General 3,294.5
Partner Units
407 N. Big Spring
Street
Midland, TX 79701
Limited Partnership H. H. Wommack, III Indirectly 21.8%
Interest Owns
Chairman of the 3,294.5
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 $98,400 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 working interest. Certain properties in
which the Partnership has an interest are operated by the Managing General
Partner, who was paid approximately $135,100 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 $35,200 for the year
ended December 31, 2002.
In the opinion of management, the terms of the above transaction are
similar to ones with unaffiliated third parties.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements:
Included in Part II of this report --
Independent Auditors Report
Balance Sheets
Statements of Operations
Statement of Changes in Partners' Equity
Statements of Cash Flows
Notes to Financial Statements
(2) Schedules required by Article 12 of Regulation S-
X are either omitted because they are not applicable or
because the required information is shown in the
financial statements or the notes thereto.
(3) Exhibits:
4 (a) Certificate of Limited
Partnership of Southwest Oil & Gas Income Fund
VIII-A, L.P., dated November 30, 1987.
(Incorporated by reference from Partnership's S-1
Registration Statement File Number 33-18847
effective March 31, 1988.)
(b) Agreement of Limited
Partnership of Southwest Oil & Gas Income Fund
VIII-A, L.P. dated July 6, 1988. (Incorporated
by reference from Partnership's Form 10-K for the
fiscal year ended December 31, 1988.)
99.1 Certification pursuant to 18 U.S.C. Section 1350
99.2 Certification pursuant to 18 U.S.C. Section 1350
(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 Oil & Gas Income Fund VIII-A, L.P., a
Delaware limited partnership
By: Southwest Royalties, Inc.,
Managing
General Partner
By: Southwest Royalties, Inc.,
Managing
General Partner
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
- --------------------------- ------------------------
- -------------------- -----------------------
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
- --------------------------- ------------------------
- -------------------- -----------------------
Richard D. Rinehart, John M. White, Director
Director
Date: March 28, 2003 Date: March 28, 2003
By: /s/ Herbert C.
Williamson, III
- ---------------------------
- --------------------
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
Oil & Gas Income Fund VIII-A, L.P.;
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 Oil & Gas Income Fund VIII-A, L.P.
CERTIFICATIONS
I, Bill E. Coggin, certify that:
1. I have reviewed this annual report on Form 10-K of Southwest
Oil & Gas Income Fund VIII-A, L.P.;
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, 2002
/s/ Bill E. Coggin
Bill E. Coggin
Executive Vice President
and Chief Financial Officer of
Southwest Royalties, Inc., the
Managing General Partner of
Southwest Oil & Gas Income Fund VIII-A, L.P.
Exhibit Index
Item No. Description Page No.
Exhibit 99.1 Certification pursuant to 18 U.S.C. 41
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. 42
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 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 Oil & Gas
Income Fund VIII-A, 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 Oil & Gas Income Fund VIII-A, L.P.
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 Oil & Gas
Income Fund VIII-A, 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 Oil & Gas Income Fund VIII-A, L.P.