Page 14 of 20
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 and 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
407 N. Big Spring, Suite 300
_________Midland, Texas 79701_________
(Address of principal executive offices)
________(915) 686-9927________
(Registrant's telephone number,
including area code)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes __X__ No _____
The total number of pages contained in this report is 20.
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited condensed financial statements included herein have been
prepared by the Registrant (herein also referred to as the "Partnership")
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments necessary for a fair presentation have been included and are of
a normal recurring nature. The financial statements should be read in
conjunction with the audited financial statements and the note thereto for
the year ended December 31, 2001, which are found in the Registrant's Form
10-K Report for 2001 filed with the Securities and Exchange Commission.
The December 31, 2001 balance sheet included herein has been taken from the
Registrant's 2001 Form 10-K Report. Operating results for the three and
nine month periods ended September 30, 2002 are not necessarily indicative
of the results that may be expected for the full year.
Southwest Oil and Gas Income Fund VIII-A, L.P.
Balance Sheets
September December
30, 31,
2002 2001
----------- ---------
(unaudited)
Assets
- ------
Current assets:
Cash and cash equivalents $ 58,687 37,385
Receivable from Managing General 128,363 59,724
Partner
--------- ---------
Total current assets 187,050 97,109
--------- ---------
Oil and gas properties - using the
full-
cost method of accounting 5,430,317 5,391,725
Less accumulated depreciation,
depletion and amortization 5,094,466 5,074,466
--------- ---------
Net oil and gas properties 335,851 317,259
--------- ---------
$ 522,901 414,368
========= =========
Liabilities and Partners' Equity
- --------------------------------
Current liability - distribution $ 346 321
payable
--------- ---------
Partners' equity:
General partners 18,257 5,406
Limited partners 504,298 408,641
--------- ---------
Total partners' equity 522,555 414,047
--------- ---------
$ 522,901 414,368
========= =========
Southwest Oil and Gas Income Fund VIII-A, L.P.
Statements of Operations
(unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues
- --------
Oil and Gas $ 312,741 311,984 799,616 1,055,2
22
Interest 195 755 413 3,647
Miscellaneous settlement 292 - 600 -
------- ------- ------- -------
--
313,228 312,739 800,629 1,058,8
69
------- ------- ------- -------
--
Expenses
- --------
Production 187,719 186,908 511,617 506,983
General and administrative 26,882 26,170 78,504 78,897
Depreciation, depletion and
amortization 7,000 17,000 20,000 35,000
------- ------- ------- -------
--
221,601 230,078 610,121 620,880
------- ------- ------- -------
--
Net income $ 91,627 82,661 190,508 437,989
======= ======= ======= =======
==
Net income allocated to:
Managing General Partner $ 9,863 8,969 21,051 42,569
======= ======= ======= =======
==
General Partner $ - 997 - 4,730
======= ======= ======= =======
==
Limited Partners $ 81,764 72,695 169,457 390,690
======= ======= ======= =======
==
Per limited partner unit $ 6.01 5.35 28.74
12.46
======= ======= ======= =======
==
Southwest Oil and Gas Income Fund VIII-A, L.P.
Statements of Cash Flows
(unaudited)
Nine Months Ended
September 30,
2002 2001
---- ----
Cash flows from operating activities
Cash received from oil and gas sales $ 729,776 1,117,740
Cash paid to suppliers (588,920) (607,062)
Interest received 413 3,647
Miscellaneous settlement 600 -
------- -------
Net cash provided by operating activities 141,869 514,325
------- -------
Cash flows from investing activities
Sale of oil and gas property - 200
Additions to oil and gas properties (38,592) (35,805)
------- -------
Net cash used in investing activities (38,592) (35,605)
------- -------
Cash flows used in financing activities
Distributions to partners (81,975) (545,360)
------- -------
Net increase (decrease) in cash and cash 21,302 (66,640)
equivalents
Beginning of period 37,385 111,937
------- -------
End of period $ 58,687 45,297
======= =======
Reconciliation of net income to net cash
provided by operating activities
Net income $ 190,508 437,989
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation, depletion and amortization 20,000 35,000
(Increase) decrease receivables (69,840) 62,518
Increase (decrease) in payables 1,201 (21,182)
------- -------
Net cash provided by operating activities $ 141,869 514,325
======= =======
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. Revenues, costs and
expenses are allocated as follows:
Limited General
Partners Partners
-------- --------
Interest income on capital contributions 100% -
Oil and gas sales 90% 10%
All other revenues 90% 10%
Organization and offering costs (1) 100% -
Amortization of organization costs 100% -
Syndication costs 100% -
Property acquisition costs 100% -
Gain/loss on property disposition 90% 10%
Operating and administrative costs (2) 90% 10%
Depreciation, depletion and amortization
of oil and gas properties 100% -
All other costs 90% 10%
(1)All organization costs in excess of 3% of initial capital
contributions will be paid by the Managing General Partner and
will be treated as a capital contribution. The Partnership paid
the Managing General Partner an amount equal to 3% of initial
capital contributions for such organization costs.
(2)Administrative costs in any year which exceed 2% of capital
contributions shall be paid by the Managing General Partner and
will be treated as a capital contribution.
2. Summary of Significant Accounting Policies
The interim financial information as of September 30, 2002, and for
the three and nine months ended September 30, 2002, is unaudited.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted in this Form 10-Q
pursuant to the rules and regulations of the Securities and Exchange
Commission. However, in the opinion of management, these interim
financial statements include all the necessary adjustments to fairly
present the results of the interim periods and all such adjustments
are of a normal recurring nature. The interim consolidated financial
statements should be read in conjunction with the audited financial
statements for the year ended December 31, 2001.
3. Subsequent Event
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.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Southwest Oil & Gas Income Fund VIII-A, L.P. was organized as a Delaware
limited partnership on November 30, 1987. The offering of such limited
partnership interests began on March 31, 1988, minimum capital requirements
were met on July 6, 1988, and the offering concluded on March 31, 1989,
with total limited partner contributions of $6,798,000.
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 the net proceeds from operations to the
limited and general partners. Net revenues from producing oil and gas
properties are not reinvested in other revenue producing assets except to
the extent that production facilities and wells are improved or reworked or
where methods are employed to improve or enable more efficient recovery of
oil and gas reserves.
Increases or decreases in Partnership revenues and, therefore,
distributions to partners will depend primarily on changes in the prices
received for production, changes in volumes of production sold, increases
and decreases in lease operating expenses, enhanced recovery projects,
offset drilling activities pursuant to farm-out arrangements, sales of
properties, and the depletion of wells. Since wells deplete over time,
production can generally be expected to decline from year to year.
Well operating costs and general and administrative costs usually decrease
with production declines; however, these costs may not decrease
proportionately. Net income available for distribution to the partners is
therefore expected to fluctuate in later years based on these factors.
Based on current conditions, management anticipates performing no workovers
during 2002 to enhance production. Workovers may be performed in the year
2004. The partnership will most likely experience the historical
production decline of approximately 9% per year.
Oil and Gas Properties
Oil and gas properties are accounted for at cost under the full-cost
method. Under this method, all productive and nonproductive costs incurred
in connection with the acquisition, exploration and development of oil and
gas reserves are capitalized. Gain or loss on the sale of oil and gas
properties is not recognized unless significant oil and gas reserves are
involved.
The Partnership's policy for depreciation, depletion and amortization of
oil and gas properties is computed under the units of revenue method.
Under the units of revenue method, depreciation, depletion and amortization
is computed on the basis of current gross revenues from production in
relation to future gross revenues, based on current prices, from estimated
production of proved oil and gas reserves.
Should the net capitalized costs exceed the estimated present value of oil
and gas reserves, discounted at 10%, such excess costs would be charged to
current expense. For the quarter ended September 30, 2002, the net
capitalized cost did not exceed the estimated present value of oil and gas
reserves.
Under the units of revenue method, the Partnership computes the provision
by multiplying the total unamortized cost of oil and gas properties by an
overall rate determined by dividing (a) oil and gas revenues during the
period by (b) the total future gross oil and gas revenues as estimated by
the Partnership's independent petroleum consultants. It is reasonably
possible that those estimates of anticipated future gross revenues, the
remaining estimated economic life of the product, or both could be changed
significantly in the near term due to the potential fluctuation of oil and
gas prices or production. The depletion estimate would also be affected by
this change.
Critical Accounting Policies
Full cost ceiling calculations The Partnership follows the full cost method
of accounting for its oil and gas properties. The full cost method
subjects companies to quarterly calculations of a "ceiling", or limitation
on the amount of properties that can be capitalized on the balance sheet.
If the Partnership's capitalized costs are in excess of the calculated
ceiling, the excess must be written off as an expense.
The Partnership's discounted present value of its proved oil and natural
gas reserves is a major component of the ceiling calculation, and
represents the component that requires the most subjective judgments.
Estimates of reserves are forecasts based on engineering data, projected
future rates of production and the timing of future expenditures. The
process of estimating oil and natural gas reserves requires substantial
judgment, resulting in imprecise determinations, particularly for new
discoveries. Different reserve engineers may make different estimates of
reserve quantities based on the same data. The Partnership's reserve
estimates are prepared by outside consultants.
The passage of time provides more qualitative information regarding
estimates of reserves, and revisions are made to prior estimates to reflect
updated information. However, there can be no assurance that more
significant revisions will not be necessary in the future. If future
significant revisions are necessary that reduce previously estimated
reserve quantities, it could result in a full cost property writedown. In
addition to the impact of these estimates of proved reserves on calculation
of the ceiling, estimates of proved reserves are also a significant
component of the calculation of DD&A.
While the quantities of proved reserves require substantial judgment, the
associated prices of oil and natural gas reserves that are included in the
discounted present value of the reserves do not require judgment. The
ceiling calculation dictates that prices and costs in effect as of the last
day of the period are generally held constant indefinitely. Because the
ceiling calculation dictates that prices in effect as of the last day of
the applicable quarter are held constant indefinitely, the resulting value
is not indicative of the true fair value of the reserves. Oil and natural
gas prices have historically been cyclical and, on any particular day at
the end of a quarter, can be either substantially higher or lower than the
Partnership's long-term price forecast that is a barometer for true fair
value.
The Partnership's policy for depreciation, depletion and amortization of
oil and gas properties is computed under the units of revenue method.
Under the units of revenue method, depreciation, depletion and amortization
is computed on the basis of current gross revenues from production in
relation to future gross revenues, based on current prices, from estimated
production of proved oil and gas reserves.
Results of Operations
A. General Comparison of the Quarters Ended September 30, 2002 and 2001
The following table provides certain information regarding performance
factors for the quarters ended September 30, 2002 and 2001:
Three Months
Ended Percentage
September 30, Increase
2002 2001 (Decrease)
---- ---- ---------
Average price per barrel of oil $ 26.78 24.23 11%
Average price per mcf of gas $ 3.03 2.93 3%
Oil production in barrels 10,300 11,600 (11%)
Gas production in mcf 12,200 16,670 (27%)
Gross oil and gas revenue $ 312,741 311,984 -
Net oil and gas revenue $ 125,022 125,076 -
Partnership distributions $ 50,000 120,000 (58%)
Limited partner distributions $ 45,000 108,000 (58%)
Per unit distribution to limited partners $ 3.31 7.94 (58%)
Number of limited partner units 13,596 13,596
Revenues
The Partnership's oil and gas revenues increased to $312,741 from $311,984
for the quarters ended September 30, 2002 and 2001, respectively, an
increase of less than 1%. The principal factors affecting the comparison
of the quarters ended September 30, 2002 and 2001 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the quarter ended September 30, 2002 as compared to
the quarter ended September 30, 2001 by 11%, or $2.55 per barrel,
resulting in an increase of approximately $26,300 in revenues. Oil
sales represented 88% of total oil and gas sales during the quarter
ended September 30, 2002 as compared to 85% during the quarter ended
September 30, 2001.
The average price for an mcf of gas received by the Partnership
increased during the same period by 3%, or $.10 per mcf, resulting in
an increase of approximately $1,200 in revenues.
The total increase in revenues due to the change in prices received
from oil and gas production is approximately $27,500. 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 1,300 barrels or 11% during the
quarter ended September 30, 2002 as compared to the quarter ended
September 30, 2001, resulting in a decrease of approximately $31,500 in
revenues.
Gas production decreased approximately 4,500 mcf or 27% during the same
period, resulting in a decrease of approximately $13,100 in revenues.
The total decrease in revenues due to the change in production is
approximately $44,600. The decrease in gas production is due primarily
to several small wells having a sharp natural decline.
Costs and Expenses
Total costs and expenses decreased to $221,601 from $230,078 for the
quarters ended September 30, 2002 and 2001, respectively, a decrease of 4%.
The decrease is the result of lower depletion expense, partially offset by
an increase in lease operating costs and general and administrative
expense.
1. Lease operating costs and production taxes were less than 1% higher,
or approximately $800 more during the quarter ended September 30, 2002 as
compared to the quarter ended September 30, 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 increased 3%
or approximately $700 during the quarter ended September 30, 2002 as
compared to the quarter ended September 30, 2001.
3. Depletion expense decreased to $7,000 for the quarter ended September
30, 2002 from $17,000 for the same period in 2001. This represents a
decrease of 59%. Depletion is calculated using the units of revenue
method of amortization based on a percentage of current period gross
revenues to total future gross oil and gas revenues, as estimated by
the Partnership's independent petroleum consultants. Contributing
factors to the decrease in depletion expense between the comparative
periods were the increase in the price of oil and gas used to determine
the Partnership's reserves for October 1, 2002 as compared to 2001, and
the increase in oil and gas revenues received by the Partnership during
2002 as compared to 2001.
B. General Comparison of the Nine Month Periods Ended September 30, 2002
and 2001
The following table provides certain information regarding performance
factors for the nine month periods ended September 30, 2002 and 2001:
Nine Months
Ended Percentage
September 30, Increase
2002 2001 (Decrease)
---- ---- ---------
Average price per barrel of oil $ 23.53 25.45 (8%)
Average price per mcf of gas $ 2.89 4.71 (39%)
Oil production in barrels 29,600 32,800 (10%)
Gas production in mcf 35,700 46,800 (24%)
Gross oil and gas revenue $ 799,616 1,055,222 (24%)
Net oil and gas revenue $ 287,999 548,239 (47%)
Partnership distributions $ 82,000 545,000 (85%)
Limited partner distributions $ 73,800 490,500 (85%)
Per unit distribution to limited partners $ 5.43 36.08 (85%)
Number of limited partner units 13,596 13,596
Revenues
The Partnership's oil and gas revenues decreased to $799,616 from
$1,055,222 for the nine months ended September 30, 2002 and 2001,
respectively, a decrease of 24%. The principal factors affecting the
comparison of the nine months ended September 30, 2002 and 2001 are as
follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the nine months ended September 30, 2002 as compared
to the nine months ended September 30, 2001 by 8%, or $1.92 per barrel,
resulting in a decrease of approximately $56,800 in revenues. Oil
sales represented 87% of total oil and gas sales during the nine months
ended September 30, 2002 as compared to 79% during the nine months
ended September 30, 2001.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 39%, or $1.82 per mcf, resulting in
a decrease of approximately $65,000 in revenues.
The total decrease in revenues due to the change in prices received
from oil and gas production is approximately $121,800. 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 3,200 barrels or 10% during the
nine months ended September 30, 2002 as compared to the nine months
ended September 30, 2001, resulting in a decrease of approximately
$81,400 in revenues.
Gas production decreased approximately 11,100 mcf or 24% during the
same period, resulting in a decrease of approximately $52,300 in
revenues.
The total decrease in revenues due to the change in production is
approximately $133,700. The decrease in gas production is due
primarily to downtime on one lease during the nine months ended
September 30, 2002.
Costs and Expenses
Total costs and expenses decreased to $610,121 from $620,880 for the nine
months ended September 30, 2002 and 2001, respectively, a decrease of 2%.
The decrease is the result of lower depletion expense and general and
administrative expense, partially offset by an increase in lease operating
costs.
1. Lease operating costs and production taxes were 1% higher, or
approximately $4,600 more during the nine months ended September 30,
2002 as compared to the nine months ended September 30, 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
less than 1% or approximately $400 during the nine months ended
September 30, 2002 as compared to the nine months ended September 30,
2001.
3. Depletion expense decreased to $20,000 for the nine months ended
September 30, 2002 from $35,000 for the same period in 2001. This
represents a decrease of 43%. Depletion is calculated using the units
of revenue method of amortization based on a percentage of current
period gross revenues to total future gross oil and gas revenues, as
estimated by the Partnership's independent petroleum consultants.
Contributing factors to the decrease in depletion expense between the
comparative periods were the increase in the price of oil and gas used
to determine the Partnership's reserves for October 1, 2002 as compared
to 2001, and the decrease in oil and gas revenues received by the
Partnership during 2002 as compared to 2001.
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 $141,900 in
the nine months ended September 30, 2002 as compared to approximately
$514,300 in the nine months ended September 30, 2001. The primary source
of the 2002 cash flow from operating activities was profitable operations.
Cash flows used in investing activities were approximately $38,600 in the
nine months ended September 30, 2002 as compared to approximately $35,600
in the nine months ended September 30, 2001. The principle use of the 2002
cash flow from investing activities was the addition to oil and gas
properties.
Cash flows used in financing activities were approximately $82,000 in the
nine months ended September 30, 2002 as compared to approximately $545,400
in the nine months ended September 30, 2001. The only use in financing
activities was the distributions to partners.
Total distributions during the nine months ended September 30, 2002 were
$82,000 of which $73,800 was distributed to the limited partners and $8,200
to the general partners. The per unit distribution to limited partners
during the nine months ended September 30, 2002 was $5.43. Total
distributions during the nine months ended September 30, 2001 were $545,000
of which $490,500 was distributed to the limited partners and $54,500 to
the general partners. The per unit distribution to limited partners during
the nine months ended September 30, 2001 was $36.08.
The sources for the 2002 distributions of $82,000 were oil and gas
operations of approximately $141,900 and the change in oil and gas
properties of approximately $(38,600), resulting in excess cash for
contingencies or subsequent distributions. The sources for the 2001
distributions of $545,000 were oil and gas operations of approximately
$514,300 and the change in oil and gas properties of approximately
$(35,600), with the balance from available cash on hand at the beginning of
the period.
Since inception of the Partnership, cumulative monthly cash distributions
of $8,500,924 have been made to the partners. As of September 30, 2002,
$7,695,703 or $566.03 per limited partner unit has been distributed to the
limited partners, representing a 113% return of the capital contributed.
As of September 30, 2002, the Partnership had approximately $186,700 in
working capital. The Managing General Partner knows of no unusual
contractual commitments and believes the revenues generated from operations
are adequate to meet the needs of the Partnership.
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.
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.
On October 3, 2001, the FASB issued Statements No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets." This pronouncement
supercedes FAS 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed" and eliminates the requirement of
Statement 121 to allocate goodwill to long-lived assets to be tested for
impairment. The provisions of this statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years. The Managing General believes
that the impact from SFAS No. 144 on the Partnerships financial position
and results of operation should not be significantly different from that of
SFAS No. 121.
In April 2002, FASB issued SFAS No. 145, "Rescission of SFAS No. 4, 44, and
64, Amendment of SFAS No. 13, and Technical Corrections." This Statement
rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of
Debt", and an amendment of that Statement, SFAS No. 64, "Extinguishments of
Debt Made to Satisfy Sinking-Fund Requirements". This Statement also
rescinds or amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their
applicability under changed conditions. This standard is effective for
fiscal years beginning after May 15, 2002. The Managing General Partner
believes that the adoption of this statement will not have a significant
impact on the Partnerships financial statements.
In July 2002, FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities" which establishes requirements for
financial accounting and reporting for costs associated with exit or
disposal activities. This standard is effective for exit or disposal
activities initiated after December 31, 2002. The Managing General Partner
is currently assessing the impact of this statement on the Partnerships'
future financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Partnership is not a party to any derivative or embedded derivative
instruments.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. The chief
executive officer and chief financial officer of the Partnership's managing
general partner have evaluated the effectiveness of the design and
operation of the Partnership's disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14(c)) as of a date within 90 days of the
filing date of this quarterly report. Based on that evaluation, the chief
executive officer and chief financial officer have concluded that the
Partnership's disclosure controls and procedures are effective to ensure
that material information relating to the Partnership and the Partnership's
consolidated subsidiaries is made known to such officers by others within
these entities, particularly during the period this quarterly report was
prepared, in order to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls. There have not been any significant
changes in the Partnership's internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matter to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the quarter for
which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Southwest Oil and Gas Income Fund VIII-
A, L.P.
a Delaware limited partnership
By: Southwest Royalties, Inc.
Managing General Partner
By: /s/ Bill E. Coggin
------------------------------
Bill E. Coggin, Executive Vice
President
and Chief Financial Officer
Date: November 14, 2002
CERTIFICATIONS
I, H.H. Wommack, III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Southwest Oil & Gas Income Fund VIII-A, L.P.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 quarterly 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: November 14, 2002
/s/ H.H. Wommack, III
H. H. Wommack, III
Chairman, President 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 quarterly report on Form 10-Q of
Southwest Oil & Gas Income Fund VIII-A, L.P.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 quarterly 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: November 14, 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.