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, 1996 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 & 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 14. 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 notes thereto for the year ended December 31, 1995 which are found in the Registrant's Form 10-K Report for 1995 filed with the Securities and Exchange Commission. The December 31, 1995 balance sheet included herein has been taken from the Registrant's 1995 Form 10-K Report. Operating results for the three and nine month periods ended September 30, 1996 are not necessarily indicative of the results that may be expected for the full year. Southwest Oil & Gas Income Fund XI-A, L.P. Balance Sheets September 30, December 31, 1996 1995 ------------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 10,243 28,968 Receivable from Managing General Partner 54,504 44,235 --------- --------- Total current assets 64,747 73,203 --------- --------- Oil and gas properties - using the full cost method of accounting 1,091,278 1,091,320 Less accumulated depreciation, depletion and amortization 278,000 181,000 --------- --------- Net oil and gas properties 813,278 910,320 --------- --------- Organization costs, net 9,819 15,084 --------- --------- $ 887,844 998,607 ========= ========= Liabilities and Partners' Equity Partners' equity: General partners $ (4,920) (4,318) Limited partners 892,764 1,002,925 --------- --------- Total partners' equity 887,844 998,607 --------- --------- $ 887,844 998,607 ========= ========= Southwest Oil & Gas Income Fund XI-A, L.P. Statements of Operations (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues Oil and gas $ 122,905 99,573 385,125 339,232 Interest 186 715 606 1,318 ------- ------- ------- ------- 123,091 100,288 385,731 340,550 ------- ------- ------- ------- Expenses Production 57,191 54,719 165,238 167,569 General and administrative 6,385 6,158 26,510 25,910 Depreciation, depletion and amortization 32,755 29,755 102,265 101,265 ------- ------- ------- ------- 96,331 90,632 294,013 294,744 ------- ------- ------- ------- Net income $ 26,760 9,656 91,718 45,806 ======= ======= ======= ======= Net income allocated to: Managing General Partner $ 5,356 3,547 17,458 13,236 ======= ======= ======= ======= General Partner $ 595 394 1,940 1,471 ======= ======= ======= ======= Limited Partners $ 20,809 5,715 72,320 31,099 ======= ======= ======= ======= Per limited partner unit $ 7.38 2.03 25.64 11.02 ======= ======= ======= ======= Southwest Oil & Gas Income Fund XI-A, L.P. Statements of Cash Flows (unaudited) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Cash received from oil and gas sales $ 374,202 359,670 Cash paid to suppliers (191,094) (239,909) Interest received 606 1,318 ------- ------- Net cash provided by operating activities 183,714 121,079 ------- ------- Cash flows from investing activities: Additions of oil and gas properties (6,512) (4,926) Sale of oil and gas properties 6,554 131,971 ------- ------- Net cash provided by investing activities 42 127,045 ------- ------- Cash flows used in financing activities: Distributions to partners (202,481) (187,878) ------- ------- Net increase (decrease) in cash and cash equivalents (18,725) 60,246 Beginning of period 28,968 190 ------- ------- End of period $ 10,243 60,436 ======= ======= (continued) Southwest Oil & Gas Income Fund XI-A, L.P. Statements of Cash Flows, continued (unaudited) Nine Months Ended September 30, 1996 1995 Reconciliation of net income to net cash provided by operating activities: Net income $ 91,718 45,806 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 102,265 101,265 (Increase) decrease in receivables (10,923) 20,438 Increase (decrease) in payables 654 (46,430) ------- ------- Net cash provided by operating activities $ 183,714 121,079 ======= ======= 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. Results of Operations A. General Comparison of the Quarters Ended September 30, 1996 and 1995 The following table provides certain information regarding performance factors for the quarters ended September 30, 1996 and 1995: Three Months Ended Percentage September 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 20.53 15.97 29% Average price per mcf of gas $ 1.88 1.61 17% Oil production in barrels 3,300 2,800 18% Gas production in mcf 29,000 33,900 (14%) Gross oil and gas revenue $ 122,905 99,573 23% Net oil and gas revenue $ 65,714 44,854 47% Partnership distributions $ 61,000 98,504 (38%) Limited partner distributions $ 54,900 89,504 (39%) Per unit distribution to limited partners $ 19.46 31.73 (39%) Number of limited partner units 2,821 2,821 Revenues The Partnership's oil and gas revenues increased to $122,905 from $99,573 for the quarters ended September 30, 1996 and 1995, respectively, an increase of 23%. The principal factors affecting the comparison of the quarters ended September 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995 by 29%, or $4.56 per barrel, resulting in an increase of approximately $12,800 in revenues. Oil sales represented 56% of total oil and gas sales during the quarter ended September 30, 1996 as compared to 45% during the quarter ended September 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 17%, or $.27 per mcf, resulting in an increase of approximately $9,200 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $22,000. 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 increased approximately 500 barrels or 18% during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995, resulting in an increase of approximately $10,300 in revenues. Gas production decreased approximately 4,900 mcf or 14% during the same period, resulting in a decrease of approximately $9,200 in revenues. The net total increase in revenues due to the change in production is approximately $1,100. The decrease in gas production is a result of property sales and surface problems. Costs and Expenses Total costs and expenses increased to $96,331 from $90,632 for the quarters ended September 30, 1996 and 1995, respectively, an increase of 6%. The increase is the result of higher lease operating costs, general and administrative expense and depletion expense. 1. Lease operating costs and production taxes were 5% higher, or approximately $2,500 more during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995. 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 4% or approximately $200 during the quarter ended September 30, 1996 as compared to the quarter ended September 30, 1995. 3. Depletion expense increased to $31,000 for the quarter ended September 30, 1996 from $28,000 for the same period in 1995. This represents an increase of 11%. Depletion is calculated using the gross 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. Consequently, depletion will generally fluctuate in direct relation to oil and gas revenues. As noted above, oil and gas revenues increased due to an increase in price and production for the quarter ended September 30, 1996 as compared to the same period for 1995. Depletion reflected a comparable increase. B. General Comparison of the Nine Month Periods Ended September 30, 1996 and 1995 The following table provides certain information regarding performance factors for the nine month periods ended September 30, 1996 and 1995: Nine Months Ended Percentage September 30, Increase 1996 1995 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 19.64 16.90 16% Average price per mcf of gas $ 2.22 1.56 42% Oil production in barrels 9,800 9,600 2% Gas production in mcf 87,000 113,400 (23%) Gross oil and gas revenue $ 385,125 339,232 14% Net oil and gas revenue $ 219,887 171,663 28% Partnership distributions $ 202,481 187,809 8% Limited partner distributions $ 182,481 172,159 6% Per unit distribution to limited partners $ 64.69 61.03 6% Number of limited partner units 2,821 2,821 Revenues The Partnership's oil and gas revenues increased to $385,125 from $339,232 for the nine months ended September 30, 1996 and 1995, respectively, an increase of 14%. The principal factors affecting the comparison of the nine months ended September 30, 1996 and 1995 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995 by 16%, or $2.74 per barrel, resulting in an increase of approximately $26,300 in revenues. Oil sales represented 50% of total oil and gas sales during the nine months ended September 30, 1996 as compared to 48% during the nine months ended September 30, 1995. The average price for an mcf of gas received by the Partnership increased during the same period by 42%, or $.66 per mcf, resulting in an increase of approximately $74,800 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $101,100. 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 increased approximately 200 barrels or 2% during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, resulting in an increase of approximately $3,900 in revenues. Gas production decreased approximately 26,400 mcf or 23% during the same period, resulting in a decrease of approximately $58,600 in revenues. The net total decrease in revenues due to the change in production is approximately $54,700. The decrease in gas production is a result of property sales and surface problems. Costs and Expenses Total costs and expenses decreased to $294,013 from $294,744 for the nine months ended September 30, 1996 and 1995, respectively, a decrease of less than 1%. The decrease is the result of lower lease operating costs, offset by an increase in general and administrative expense and depletion expense. 1. Lease operating costs and production taxes were 1% lower, or approximately $2,300 less during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. 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 2% or approximately $600 during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. 3. Depletion expense increased to $97,000 for the nine months ended September 30, 1996 from $96,000 for the same period in 1995. This represents an increase of 1%. Depletion is calculated using the gross 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. Consequently, depletion will generally fluctuate in direct relation to oil and gas revenues. As noted above, oil and gas revenues increased due to a increase in price and production for the nine months ended September 30, 1996 as compared to the same period for 1995. Depletion reflected a comparable increase. 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 $183,700 in the nine months ended September 30, 1996 as compared to approximately $121,100 in the nine months ended September 30, 1995. The primary source of the 1996 cash flow from operating activities was profitable operations. Cash flows provided by investing activities were approximately $40 in the nine months ended September 30, 1996 as compared to approximately $127,000 in the nine months ended September 30, 1995. The principle source of the 1996 cash flow from investing activities was the sale of oil and gas properties, offset by the additions to oil and gas properties. Cash flows used in financing activities were approximately $202,500 in the nine months ended September 30, 1996 as compared to approximately $187,900 in the nine months ended September 30, 1995. The only use in financing activities was the distributions to partners. Total distributions during the nine months ended September 30, 1996 were $202,481 of which $182,481 was distributed to the limited partners and $20,000 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1996 was $64.69. Total distributions during the nine months ended September 30, 1995 were $187,809 of which $172,159 was distributed to the limited partners and $15,650 to the general partners. The per unit distribution to limited partners during the nine months ended September 30, 1995 was $61.03. The sources for the 1996 distributions of $202,481 were oil and gas operations of approximately $183,700 and the sale of oil and gas properties of approximately $6,600, offset by additions to oil and gas properties of approximately $6,500, with the balance from available cash on hand at the beginning of the period. The sources for the 1995 distributions of $187,809 were oil and gas operations of approximately $121,100 and the sale of oil and gas properties of approximately $132,000, offset by additions to oil and gas properties of approximately $4,900, resulting in excess cash for contingencies or subsequent distributions. Since inception of the Partnership, cumulative monthly cash distributions of $514,142 have been made to the partners. As of September 30, 1996, $468,792 or $166.18 per limited partner unit has been distributed to the limited partners, representing a 33% return of the capital contributed. As of September 30, 1996, the Partnership had approximately $64,700 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. 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) Financial Data Schedule (b) 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 & 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, Vice President and Chief Financial Officers Date: November 15, 1996