Page 20 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 33-47667-01 SOUTHWEST OIL & GAS 1992-93 INCOME PROGRAM Southwest Oil and Gas Income Fund XI-A, L.P. (Exact name of registrant as specified in its limited partnership agreement) Delaware 75-2427267 (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 XI-A, L.P. Balance Sheets September December 30, 31, 2002 2001 ----------- --------- (unaudited) Assets - ------ Current assets: Cash and cash equivalents $ 17,254 13,139 Receivable from Managing General 15,348 - Partner --------- --------- Total current assets 32,602 13,139 --------- --------- Oil and gas properties - using the full- cost method of accounting 1,053,483 1,054,189 Less accumulated depreciation, depletion and amortization 832,555 817,555 --------- --------- Net oil and gas properties 220,928 236,634 --------- --------- $ 253,530 249,773 ========= ========= Liabilities and Partners' Equity - -------------------------------- Current liability - Distribution payable $ - 46 Payable to Managing General Partner - 2,719 --------- --------- Total current liabilities - 2,765 --------- --------- Partners' equity: General partners (4,931) (6,960) Limited partners 258,461 253,968 --------- --------- Total partners' equity 253,530 247,008 --------- --------- $ 253,530 249,773 ========= ========= Southwest Oil and Gas Income Fund XI-A, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2002 2001 2002 2001 ---- ---- ---- ---- Revenues - -------- Oil and Gas $ 42,326 42,641 122,622 198,36 6 Interest 40 214 91 897 Miscellaneous settlement - - 1,236 - ------- ------- ------- ------ - 42,366 42,855 123,949 199,26 3 ------- ------- ------- ------ - Expenses - -------- Production 25,974 26,193 64,827 99,587 General and administrative 5,110 4,007 13,600 12,764 Depreciation, depletion and amortization 4,000 19,000 15,000 42,000 ------- ------- ------- ------ - 35,084 49,200 93,427 154,35 1 ------- ------- ------- ------ - Net income (loss) $ 7,282 (6,345) 44,912 30,522 ======= ======= ======= ====== = Net income (loss) allocated to: Managing General Partner $ 1,015 1,139 3,986 7,822 ======= ======= ======= ====== = General Partner $ 113 127 443 869 ======= ======= ======= ====== = Limited Partners $ 6,154 (7,611) 26,093 36,221 ======= ======= ======= ====== = Per limited partner unit $ 2.18 (2.70) 9.25 12.84 ======= ======= ======= ====== = Southwest Oil and Gas Income Fund XI-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 $ 117,320 232,834 Cash paid to suppliers (91,192 (108,472 ) ) Interest received 91 897 Miscellaneous settlement 1,236 - ------- ------- Net cash provided by operating activities 27,455 125,259 ------- ------- Cash flows from investing activities Additions to oil and gas properties - (1,343) Sale of oil and gas properties 706 - ------- ------- Net cash provided by (used in) investing 706 (1,343) activities ------- ------- Cash flows used in financing activities Distributions to partners (24,046 (133,500 ) ) ------- ------- Net increase (decrease) in cash and cash 4,115 (9,584) equivalents Beginning of period 13,139 21,569 ------- ------- End of period $ 17,254 11,985 ======= ======= Reconciliation of net income to net cash provided by operating activities Net income $ 30,522 44,912 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, depletion and amortization 15,000 42,000 (Increase) decrease receivables (5,302) 34,468 (Decrease) increase in payables (12,765 3,879 ) ------- ------- Net cash provided by operating activities $ 27,455 125,259 ======= ======= Southwest Oil & Gas Income Fund XI-A, L.P. (a Delaware limited partnership) Notes to Financial Statements 1. Organization Southwest Oil & Gas Income Fund XI-A, L.P. was organized under the laws of the state of Delaware on May 5, 1992, 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 will sell 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. Partnership profits and losses, as well as all items of income, gain, loss, deduction, or credit, will be credited or charged as follows: Limited General Partners Partners (1) -------- -------- Organization and offering expenses (2) 100% - Acquisition costs 100% - Operating costs 90% 10% Administrative costs (3) 90% 10% Direct costs 90% 10% All other costs 90% 10% Interest income earned on capital contributions 100% - Oil and gas revenues 90% 10% Other revenues 90% 10% Amortization 100% - Depletion allowances 100% - (1) H.H. Wommack, III, President of the Managing General Partner, is an additional general partner in the Partnership and has a one percent interest in the Partnership. Mr. Wommack is the majority stockholder of the Managing General Partner whose continued involvement in Partnership management is important to its operations. Mr. Wommack, as a general partner, shares also in Partnership liabilities. (2) Organization and Offering Expenses (including all cost of selling and organizing the offering) include a payment by the Partnership of an amount equal to three percent (3%) of Capital Contributions for reimbursement of such expenses. All Organization Costs (which excludes sales commissions and fees) in excess of three percent (3%) of Capital Contributions with respect to the Partnership will be allocated to and paid by the Managing General Partner. (3) Administrative Costs will be paid from the Partnership's revenues; however; Administrative Costs in the Partnership year in excess of two percent (2%) of Capital Contributions shall be allocated to and paid by the Managing General Partner. 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. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Southwest Oil & Gas Income Fund XI-A, L.P. was organized as a Delaware limited partnership on May 5, 1992. The offering of such limited partnership interests began August 20, 1992 as part of a shelf offering registered under the name Southwest Oil & Gas 1992-93 Income Program. Minimum capital requirements for the Partnership were met on March 17, 1993, with the offering of limited partnership interests concluding April 30, 1993. At the conclusion of the offering of limited partnership interests, 122 limited partners had purchased 2,821 units for $1,410,500. 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 will not be reinvested in other revenue producing assets except to the extent that production facilities and wells are improved or reworked or where methods are employed to improve or enable more efficient recovery of oil and gas reserves. Increases or decreases in Partnership revenues and, therefore, distributions to partners will depend primarily on changes in the prices received for production, changes in volumes of production sold, lease operating expenses, enhanced recovery projects, offset drilling activities pursuant to farmout arrangements, sales of properties, and the depletion of wells. Since wells deplete over time, production can generally be expected to decline from year to year. Well operating costs and general and administrative costs usually decrease with production declines; however, these costs may not decrease proportionately. Net income available for distribution to the partners is therefore expected to fluctuate in later years based on these factors. Based on current conditions, management anticipates performing no workovers during 2002 to enhance production. The partnership will most likely experience the historical production decline of approximately 8% 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 nine months ended September 30, 2002, the net capitalized costs did not exceed the estimated present value. 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 $ 25.68 23.05 11% Average price per mcf of gas $ 2.38 2.50 (5%) Oil production in barrels 1,000 1,000 - Gas production in mcf 7,000 9,400 (26%) Gross oil and gas revenue $ 42,326 42,641 (1%) Net oil and gas revenue $ 16,352 16,448 (1%) Partnership distributions $ 9,000 35,000 (74%) Limited partner distributions $ 8,100 31,500 (74%) Per unit distribution to limited partners $ 2.87 11.17 (74%) Number of limited partner units 2,821 2,821 Revenues The Partnership's oil and gas revenues decreased to $42,326 from $42,641 for the quarters ended September 30, 2002 and 2001, respectively, a decrease of 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 $2.63 per barrel, resulting in an increase of approximately $2,600 in revenues. Oil sales represented 61% of total oil and gas sales during the quarter ended September 30, 2002 as compared to 50% during the quarter ended September 30, 2001. The average price for an mcf of gas received by the Partnership decreased during the same period by 5%, or $.12 per mcf, resulting in a decrease of approximately $800 in revenues. The net total increase in revenues due to the change in prices received from oil and gas production is approximately $1,800. 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 remained the same during the quarter ended September 30, 2002 as compared to the quarter ended September 30, 2001. Gas production decreased approximately 2,400 mcf or 26% during the same period, resulting in a decrease of approximately $6,000 in revenues. The total decrease in revenues due to the change in production is approximately $6,000. The decrease in gas production is mainly due to downtime with a parted rod on one well during the quarter ended September 30, 2002. Costs and Expenses Total costs and expenses decreased to $35,084 from $49,200 for the quarters ended September 30, 2002 and 2001, respectively, a decrease of 29%. The decrease is the result of lower depletion expense and lease operating costs, partially offset by an increase in general and administrative expense. 1. Lease operating costs and production taxes were 1% lower, or approximately $200 less 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 28% or approximately $1,100 during the quarter ended September 30, 2002 as compared to the quarter ended September 30, 2001. The increase in general and administrative costs is predominantly due to an increase in independent accounting fees. 3. Depletion expense decreased to $4,000 for the quarter ended September 30, 2002 from $19,000 for the same period in 2001. This represents a decrease of 79%. 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 contributing factor to the decrease in depletion expense between the comparative periods was the increase in the price of oil and gas used to determine the Partnership's reserves for October 1, 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 $ 23.18 23.96 (3%) Average price per mcf of gas $ 2.36 4.31 (45%) Oil production in barrels 2,900 3,100 (6%) Gas production in mcf 23,500 28,800 (18%) Gross oil and gas revenue $ 122,622 198,366 (38%) Net oil and gas revenue $ 57,795 98,779 (41%) Partnership distributions $ 24,000 133,500 (82%) Limited partner distributions $ 21,600 120,150 (82%) Per unit distribution to limited partners $ 7.66 42.59 (82%) Number of limited partner units 2,821 2,821 Revenues The Partnership's oil and gas revenues decreased to $122,622 from $198,366 for the nine months ended September 30, 2002 and 2001, respectively, a decrease of 38%. 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 3%, or $.78 per barrel, resulting in a decrease of approximately $2,300 in revenues. Oil sales represented 55% of total oil and gas sales during the quarter ended September 30, 2002 as compared to 37% during the quarter ended September 30, 2001. The average price for an mcf of gas received by the Partnership decreased during the same period by 45%, or $1.95 per mcf, resulting in a decrease of approximately $45,800 in revenues. The total decrease in revenues due to the change in prices received from oil and gas production is approximately $48,100. The market price for oil and gas has been extremely volatile over the past decade and management expects a certain amount of volatility to continue in the foreseeable future. 2. Oil production decreased approximately 200 barrels or 6% during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001, resulting in a decrease of approximately $4,800 in revenues. Gas production decreased approximately 5,300 mcf or 18% during the same period, resulting in a decrease of approximately $22,800 in revenues. The total decrease in revenues due to the change in production is approximately $27,600. The decrease in gas production is mainly due to downtime with a parted rod on one well during the nine months ended September 30, 2002. Costs and Expenses Total costs and expenses decreased to $93,427 from $154,351 for the nine months ended September 30, 2002 and 2001, respectively, a decrease of 39%. The decrease is the result of lower depletion expense and lease operating costs, partially offset by an increase in general and administrative expense. 1. Lease operating costs and production taxes were 35% lower, or approximately $34,800 less during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The decrease in lease operating expense is due to repairs and maintenance performed during 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 increased 7% or approximately $800 during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. 3. Depletion expense decreased to $15,000 for the nine months ended September 30, 2002 from $42,000 for the same period in 2001. This represents a decrease of 64%. 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 $27,500 in the nine months ended September 30, 2002 as compared to approximately $125,300 in the nine months ended September 30, 2001. The primary source of the 2002 cash flow from operating activities was profitable operations. Cash flows provided by (used in) investing activities were approximately $700 in the nine months ended September 30, 2002 as compared to approximately $(1,300) in the nine months ended September 30, 2001. The principle use of the 2002 cash flow from investing activities was the change in oil and gas properties. Cash flows used in financing activities were approximately $24,000 in the nine months ended September 30, 2002 as compared to approximately $133,500 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 $24,000 of which $21,600 was distributed to the limited partners and $2,400 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 2002 was $7.66. Total distributions during the nine months ended September 30, 2001 were $133,500 of which $120,150 was distributed to the limited partners and $13,350 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 2001 was $42.59. The sources for the 2002 distributions of $24,000 were oil and gas operations of approximately $27,500, partially offset by the change in oil and gas properties of approximately $700, resulting in excess cash for contingencies or subsequent distributions. The source for the 2001 distributions of $133,500 was oil and gas operations of approximately $125,300, partially offset by a change in oil and gas properties of approximately $(1,300), with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $1,258,870 have been made to the partners. As of September 30, 2002, $1,146,153 or $406.29 per limited partner unit has been distributed to the limited partners, representing a 81% return of the capital contributed. As of September 30, 2002, the Partnership had approximately $32,600 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. 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 Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." This pronouncement supercedes FAS 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed" and eliminates the requirement of Statement 121 to allocate goodwill to long-lived assets to be tested for impairment. The provisions of this statement are effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The Managing General Partner 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 XI-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 XI-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 XI-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 XI-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 XI-A, L.P.