FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission File Number 33-47667-01
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
407 N. Big Spring, Suite 300, Midland, Texas 79701
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (915) 686-9927
Securities registered pursuant to Section 12(b) of the Act
None
Securities registered pursuant to Section 12(g) of the Act:
limited partnership interests
Indicate by check mark whether registrant (1) has filed reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [x]
The registrant's outstanding securities consist of Units of limited
partnership interests for which there exists no established public market
from which to base a calculation of aggregate market value.
The total number of pages contained in this report is 42. There is no
exhibit index.
PAGE
Table of Contents
Item Page
Part I
1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .10
4. Submission of Matters to a Vote of Security Holders . . . . . . . .10
Part II
5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . .11
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . .12
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . .13
8. Financial Statements and Supplementary Data . . . . . . . . . . . .20
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. . . . . . . . . . . . . . .35
Part III
10. Directors and Executive Officers of the Registrant. . . . . . . . .36
11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . .39
12. Security Ownership of Certain Beneficial Owners and
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
13. Certain Relationships and Related Transactions. . . . . . . . . . .40
Part IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
Part I
Item 1. Business
General
Southwest Oil & Gas Income Fund XI-A, L.P. (the "Partnership" or
"Registrant") was organized as a Delaware limited partnership on May 5, 1992.
The offering of limited partnership interests began on August 20, 1992, as
part of a shelf offering registered under the name of Southwest Oil & Gas
1992-93 Income Program, reached minimum capital requirements on March 17,
1993 and concluded April 30, 1993. The Partnership has no subsidiaries.
The Partnership has acquired interests in producing oil and gas properties
and produced and marketed the crude oil and natural gas produced from such
properties. In most cases, the Partnership purchased royalty or overriding
royalty interests and working interests in oil and gas properties that were
converted into net profits interests or other nonoperating interests. The
Partnership purchased either all or part of the rights and obligations under
various oil and gas leases.
The principal executive offices of the Partnership are located at 407 N. Big
Spring, Suite 300, Midland, Texas, 79701. The Managing General Partner of
the Partnership, Southwest Royalties, Inc. (the "Managing General Partner")
and its staff of 245 individuals, together with certain independent
consultants used on an "as needed" basis, perform various services on behalf
of the Partnership, including the selection of oil and gas properties and the
marketing of production from such properties. H. H. Wommack, III, a
stockholder, director, President and Treasurer of the Managing General
Partner, is also a general partner. The Partnership has no employees.
Principal Products, Marketing and Distribution
The Partnership has acquired and holds royalty interests and working
interests in oil and gas properties located in Alabama, Kansas, Louisiana,
Mississippi, New Mexico, Oklahoma and Texas. All activities of the
Partnership are confined to the continental United States. All oil and gas
produced from these properties is sold to unrelated third parties in the oil
and gas business.
The revenues generated from the Partnership's oil and gas activities are
dependent upon the current market for oil and gas. The prices received by
the Partnership for its oil and gas production depend upon numerous factors
beyond the Partnership's control, including competition, economic, political
and regulatory developments and competitive energy sources, and make it
particularly difficult to estimate future prices of oil and natural gas.
The recent strength in the price of crude oil reflects a continued growth in
demand for energy. The worldwide demand for oil continues to grow. The
United States dependence on foreign oil reached a record 51% in 1996. The
supply of oil is not keeping up with the demand on either a domestic or
worldwide economic basis. Oil production in the United States fell for the
fifth straight year, dropping 1.8% to 6.45 million barrels per day in 1996.
At the same time, economic recovery in the world economy continues to apply
upward pressure on demand. Current oil consumption of over 70 million
barrels per day is growing on an annual basis. This is especially acute in
the lesser developed countries as they move toward industrialization. Supply
and demand for oil has moved very close to being in balance. The lack of
excess capacity in the oil markets has helped push oil prices into the mid-
20's during 1996.
For the last several years, the natural gas industry in the United States has
been affected generally by a surplus in available natural gas and enhanced
delivery capability causing a general deterioration in natural gas prices.
In 1996, natural gas prices recovered significantly after having been
adversely affected for many years by the chronic oversupply. A colder than
normal 1995 and 1996 winter for most of the nation and a cold start for the
1996 and 1997 heating season has increased demand, while supplies have
declined creating a guarded optimism within the industry in regards to the
1997 gas price. January 1997's gas price is the highest the industry has
seen since deregulation in 1985.
Following is a table of the ratios of revenues received from oil and gas
production for the last three years:
Oil Gas
1996 49% 51%
1995 47% 53%
1994 57% 43%
As the table indicates, the Partnership's revenue is almost evenly divided
between its oil and gas production; therefore, Partnership revenues will be
highly dependent upon the future prices and demands for oil and gas.
Seasonality of Business
Although the demand for natural gas is highly seasonal, with higher demand in
the colder winter months and in very hot summer months, the Partnership has
been able to sell all of its natural gas, either through contracts in place
or on the spot market at the then prevailing spot market price. As a result,
the volumes sold by the Partnership have not fluctuated materially with the
change of season.
Customer Dependence
No material portion of the Partnership's business is dependent on a single
purchaser, or a very few purchasers, where the loss of one would have a
material adverse impact on the Partnership. Four purchasers accounted for
49% of the Partnership's total oil and gas production during 1996: Torch
Operating Company 13%, Southwestern Energy Production Company 13%, Scurlock
Permian Corporation 13% and American Processing 10%. Four purchasers
accounted for 49% of the Partnership's total oil and gas production during
1995: Nustar Joint Venture, Scurlock Permian Corporation, American
Processing and Navajo Refining Company, Inc. purchased 15%, 13%, 11% and 10%,
respectively. Three purchasers accounted for 51% of the Partnership's total
oil and gas production during 1994: Scurlock Permian Corporation, Nustar
Joint Venture and Fina Oil and Chemical Co., Inc. purchased 30%, 11% and 10%,
respectively.
All purchasers of the Partnership's oil and gas production are unrelated
third parties. In the event any of these purchasers were to discontinue
purchasing the Partnership's production, the Managing General Partner
believes that a substitute purchaser or purchasers could be located without
undue delay. No other purchaser accounted for an amount equal to or greater
than 10% of the Partnership's sales of oil and gas production.
Competition
Because the Partnership has utilized all of its funds available for the
acquisition of interests in producing oil and gas properties or drilling
operations, it is not subject to competition from other oil and gas property
purchasers. See Item 2, Properties.
Factors that may adversely affect the Partnership include delays in
completing arrangements for the sale of production, availability of a market
for production, rising operating costs of producing oil and gas and complying
with applicable water and air pollution control statutes, increasing costs
and difficulties of transportation, and marketing of competitive fuels.
Moreover, domestic oil and gas must compete with imported oil and gas and
with coal, atomic energy, hydroelectric power and other forms of energy.
Regulation
Oil and Gas Production - The production and sale of oil and gas is subject to
federal and state governmental regulation in several respects, such as
existing price controls on natural gas and possible price controls on crude
oil, regulation of oil and gas production by state and local governmental
agencies, pollution and environmental controls and various other direct and
indirect regulation. Many jurisdictions have periodically imposed
limitations on oil and gas production by restricting the rate of flow for oil
and gas wells below their actual capacity to produce and by imposing acreage
limitations for the drilling of wells. The federal government has the power
to permit increases in the amount of oil imported from other countries and to
impose pollution control measures.
Various aspects of the Partnership's oil and gas activities will be regulated
by administrative agencies under statutory provisions of the states where
such activities are conducted and by certain agencies of the federal
government for operations on Federal leases. Moreover, certain prices at
which the Partnership may sell its natural gas production are controlled by
the Natural Gas Policy Act of 1978, the Natural Gas Wellhead Decontrol Act of
1989 and the regulations promulgated by the Federal Energy Regulatory
Commission.
Environmental - The Partnership's oil and gas activities will be subject to
extensive federal, state and local laws and regulations governing the
generation, storage, handling, emission, transportation and discharge of
materials into the environment. Governmental authorities have the power to
enforce compliance with their regulations, and violations carry substantial
penalties. This regulatory burden on the oil and gas industry increases its
cost of doing business and consequently affects its profitability. The
Managing General Partner is unable to predict what, if any, effect compliance
will have on the Partnership.
Industry Regulations and Guidelines - Certain industry regulations and
guidelines apply to the registration, qualification and operation of oil and
gas programs in the form of limited partnerships. The Partnership is subject
to these guidelines which regulate and restrict transactions between the
Managing General Partner and the Partnership. The Partnership complies with
these guidelines and the Managing General Partner does not anticipate that
continued compliance will have a material adverse effect on Partnership
operations.
Partnership Employees
The Partnership has no employees; however, the Managing General Partner has
a staff of geologists, engineers, accountants, landmen and clerical staff who
engage in Partnership activities and operations and perform additional
services for the Partnership as needed. In addition to the Managing General
Partner's staff, the Partnership engages independent consultants such as
petroleum engineers and geologists as needed. As of December 31, 1996, there
were 245 individuals directly employed by the Managing General Partner in
various capacities. In determining whether an interest in a particular
producing property was to be acquired, the Managing General Partner
considered such criteria as estimated oil and gas reserves, estimated cash
flow from the sale of production, present and future prices of oil and gas,
the extent of undeveloped and unproved reserves, the potential for secondary,
tertiary and other enhanced recovery projects and the availability of
markets.
Item 2. Properties
In determining whether an interest in a particular producing property was to
be acquired, the Managing General Partner considered such criteria as
estimated oil and gas reserves, estimated cash flow from the sale of
production, present and future prices of oil and gas, the extent of
undeveloped and unproved reserves, the potential for secondary, tertiary and
other enhanced recovery projects and the availability of markets. As of
December 31, 1996, the Partnership possessed an interest oil and gas
properties located in Escambia, Fayette and Lamar Counties of Alabama;
Labette and Neosho Counties of Kansas; Cameron, Jefferson, La Fourche, Pointe
Coupe and Terrebonne Parishes of Louisiana; Chickasaw, Lowndes and Monroe
Counties of Mississippi; Eddy County of New Mexico; Custer, Roger Mills and
Washita Counties of Oklahoma; and Borden, Crockett, Dewitt, Dickens, Ector,
Fayette, Gaines, Hemphill, Live Oak, Nueces, Reagan, Reeves, Upton, Ward,
Winkler and Yoakum Counties of Texas. These properties consist of various
interests in 261 wells and units.
Due to the Partnership's objective of maintaining current operations without
engaging in the drilling of any developmental or exploratory wells, or
additional acquisitions of producing properties, there have not been any
significant changes in properties during 1996 and 1995.
The Partnership acquired the Webb Lease acquisition, located in Yoakum
County, Texas, for approximately $147,300. The acquisition was effective as
of May 1, 1994 and was purchased from a third party, McClure Oil Company.
Also, effective May 1, 1994, the Partnership acquired the Midland Southwest
Properties for approximately $165,000. The leases are located in
Mississippi, Alabama, Louisiana, Oklahoma and Texas. The acquisition was
purchased from the Partnership's Managing General Partner, Southwest
Royalties, Inc. The Halbouty Property acquisition was purchased, effective
August 1, 1994, for approximately $51,500. The acquisition was acquired from
Alltex Exploration, Inc., a third party. The acquisition is located in the
West Hackberry Field, Cameron Parish, Louisiana. Effective September 1, 1994
the Hartmann-Centerfire-Shelley acquisition was purchased for $147,500. The
acquisition was acquired from Terrell Shelley, Stephen F. Hartmann and
Centerfire Resources, all are third parties. The Elizabeth Windham #2 was
acquired effective October 1, 1994. The acquisition was purchased from the
Partnership's Managing General Partner, Southwest Royalties, Inc., for
$300,000. The Pitzer-Worsham properties were purchased, effective
September 1, 1994, for approximately $122,000. The properties were acquired
from several different individuals and are located in Ward and Reeves
counties of Texas. The Custer and Wright acquisition was purchased,
effective November 1, 1994, for approximately $285,000. The acquisition was
acquired from several different individuals and is located in Winkler County
of Texas.
In compliance with the Partnership Agreement, if the Partnership should
purchase a producing property from the Managing General Partner, such
purchase price would be prior cost, adjusted for any intervening operations.
If such adjusted cost was greater than fair market value, or if specific cost
was unable to be determined, such purchase price would be fair market value
as determined by an independent reservoir engineer.
Upon a determination by Management that they were either not profitable to
own or Management received an offer that exceeded the leases reserves, the
following leases were sold.
During 1996, four leases were sold for approximately $6,200. The Epps and
Holman were sold effective March 1996, Conner was sold effective April 1996
and Haun sold effective July 1996.
During 1995, six leases were sold for approximately $136,000. The State of
Texas and Leverton were sold effective January 1995, the Sealy Unit was sold
effective January 1,1995, the Foster E was sold effective April 1995, the
Gilliland was sold effective July 1995 and the Caviness Paine 4 was sold
effective November 1995.
During 1994, two leases, the Roda and Roda A, were sold, effective November
1994, for approximately $2,800.
Significant Properties
The following table reflects the significant properties in which the
Partnership has an interest:
Date
Purchased No. of Proved Reserves*
Name and Location and Interest Wells Oil (bbls) Gas (mcf)
Custer & Wright 11/94 at 32 16,751 347,279
Winkler County, 5% to 18%
Texas working interest
Hartman Centerfire 9/94 at 72 17,075 119,760
Sutton,Ward,Border .5% to 50%
and Yoakum Counties, working interest
Texas; Eddy County,
New Mexico
Midland Southwest 5/94 at 145 7,645 171,956
Various Counties in .02% to 33%
Alabama, Mississippi, working interest
Texas, Louisiana,
Kansas and Oklahoma
*The reserve estimates were prepared as of January 1, 1997, by Donald R.
Creamer, P.E., an independent registered petroleum engineer. The reserve
estimates were made in accordance with guidelines established by the
Securities and Exchange Commission pursuant to Rule 4-10(a) of Regulation S-
X. Such guidelines require oil and gas reserve reports be prepared under
existing economic and operation conditions, price and costs, as of the date
the estimation is made. Prices may include consideration of changes in
existing price provided only by contractual arrangements, but not on
escalations based upon future conditions.
An oil price of $23.83 per barrel was used in the preparation of the reserve
report as of January 1, 1997. The West Texas Intermediate posted price at
December 31, 1996 of $24.25 was used as the beginning basis for the oil
price. Oil price adjustments from $24.25 per barrel were made in the
individual evaluations to allow for the average difference between recent
prices actually received (current prices) and the West Texas Intermediate
posted price on the sales date. This effectively adjusts for temperature,
gravity, transportation and impurities on an individual property basis to
arrive at a fair value for the selling price.
A gas price of $3.56 per mcf was used in the preparation of the reserve
report as of January 1, 1997. The El Paso Permian Basin Index posted price
at December 31, 1996 of $3.59 was used as the beginning basis for the gas
price. Gas price adjustments from $3.59 per mcf were made in the individual
evaluations to allow for the average difference between recent prices
actually received (current prices) and the El Paso Permian Basin Index posted
price on the sales date. This effectively adjusts for temperature, gravity,
transportation and impurities on an individual property basis to arrive at a
fair value for the selling price.
As also discussed in Part II, Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations, oil and gas prices were
subject to frequent changes in 1996.
The evaluation of oil and gas properties is not an exact science and
inevitably involves a significant degree of uncertainty, particularly with
respect to the quantity of oil or gas that any given property is capable of
producing. Estimates of oil and gas reserves are based on available
geological and engineering data, the extent and quality of which may vary in
each case and, in certain instances, may prove to be inaccurate.
Consequently, properties may be depleted more rapidly than the geological and
engineering data have indicated. Unanticipated depletion, if it occurs, will
result in lower reserves than previously estimated; thus an ultimately lower
return for the Partnership. Basic changes in past reserve estimates occur
annually. As new data is gathered during the subsequent year, the engineer
must revise his earlier estimates. A year of new information, which is
pertinent to the estimation of future recoverable volumes, is available
during the subsequent year evaluation. In applying industry standards and
procedures, the new data may cause the previous estimates to be revised.
This revision may increase or decrease the earlier estimated volumes.
Pertinent information gathered during the year may include actual production
and decline rates, production from offset wells drilled to the same geologic
formation, increased or decreased water production, workovers, and changes in
lifting costs, among others. Accordingly, reserve estimates are often
different from the quantities of oil and gas that are ultimately recovered.
The Partnership has reserves which are classified as proved developed
producing, proved developed non-producing and proved undeveloped. All of the
proved reserves are included in the engineering reports which evaluate the
Partnership's present reserves.
Because the Partnership does not engage in drilling activities, the
development of proved undeveloped reserves is conducted pursuant to farmout
arrangements with the Managing General Partner or unrelated third parties.
Generally, the Partnership retains a carried interest such as an overriding
royalty interest under the terms of a farmout, or receives cash.
The Partnership or the owners of properties in which the Partnership owns an
interest can engage in workover projects or supplementary recovery projects,
for example, to extract behind the pipe reserves which qualify as proved
developed non-producing reserves. See Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Partnership is
a party.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth
quarter of 1996 through the solicitation of proxies or otherwise.
Part II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Market Information
Limited partnership interest, or units, in the Partnership were initially
offered and sold for a price of $500. Limited partner units are not traded on
any exchange and there is no public or organized trading market for them.
Further, a transferee may not become a substitute limited partner without the
consent of the Managing General Partner.
The Managing General Partner has the right, but not the obligation, to
purchase limited partnership units should an investor desire to sell. The
value of the unit is determined by adding the sum of (1) current assets less
liabilities and (2) the present value of the future net revenues attributable
to proved reserves and by discounting the future net revenues at a rate not
in excess of the prime rate charged by NationsBank, N.A. of Midland, Texas
plus one percent (1%), which value shall be further reduced by a risk factor
discount of no more than one-third (1/3) to be determined by the Managing
General Partner in its sole and absolute discretion. As of December 31,
1996, 1995 and 1994 no limited partner units were purchased by the Managing
General Partner.
Number of Limited Partner Interest Holders
As of December 31, 1996, there were 120 holders of limited partner units in
the Partnership.
Distributions
Pursuant to Article III, Section 3.05 of the Partnership's Certificate and
Agreement of Limited Partnership "Net Cash Flow" shall be distributed to the
partners on a monthly basis. "Net Cash Flow" is defined as "the cash
generated by the Partnership's investments in producing oil and gas
properties, less (i) General and Administrative Costs, (ii) Direct Costs,
(iii) Operating Costs, and (iv) any reserves necessary to meet current and
anticipated needs of the Partnership, as determined in the sole discretion of
the Managing General Partner."
During 1996, twelve monthly distributions were made totaling $272,481, with
$245,481 distributed to the limited partners and $27,000 to the general
partners. For the year ended December 31, 1996, distributions of $87.02 per
limited partner unit were made, based upon 2,821 limited partner units
outstanding. During 1995, twelve monthly distributions were made totaling
$265,869, with $240,519 distributed to the limited partners and $25,350 to
the general partners. For the year ended December 31, 1995, distributions of
$85.26 per limited partner unit were made, based on 2,821 limited partner
units outstanding. During 1994, twelve monthly distributions were made
totaling $25,190, all of which was distributed to the limited partners. For
the year ended December 31, 1994, distributions of $8.93 per limited partner
unit were made, based on 2,821 limited partner units outstanding.
Item 6. Selected Financial Data
The following selected financial data for the years ended December 31, 1996,
1995, 1994 and for the period from March 17, 1993, date of inception, through
December 31, 1993 should be read in conjunction with the financial statements
included in Item 8:
Period from
inception
through
Years ended December 31, December 31,
--------------------------- -------------
1996 1995 1994 1993
---- ---- ---- ----
Revenues $ 526,824 444,900 198,424 25,049
Net income (loss) 169,369 41,317 (2,155) 16,050
Partners' share of
net income (loss):
General partner 27,739 17,534 3,812 (314)
Limited partners 141,630 23,783 (5,967) 16,364
Limited partners'
net income (loss)
per unit 50.21 8.43 (2.12) 5.80
Limited partners'
cash distribution
per unit 87.02 85.26 8.93 7.30
Total assets $ 895,495 998,607 1,223,349 1,253,720
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Southwest Oil & Gas Income Fund XI-A, L.P. (the "Partnership" or
"Registrant") was organized as a Delaware limited partnership on May 5, 1992.
The offering of limited partnership interests began on August 20, 1992 as
part of a shelf offering registered under the name of Southwest Oil & Gas
1992-93 Income Program. Minimum capital requirements for the Partnership
were met on March 17, 1993 and the Offering Period terminated April 30, 1993
with 120 limited partners purchasing 2,821 units for $1,410,500.
The Partnership was formed to acquire producing oil and gas properties, to
produce and market crude oil and natural gas produced from such properties
and to distribute any net proceeds from operations to the general and limited
partners. Net revenues from producing oil and gas properties will not be
reinvested in other revenue producing assets except to the extent that
producing facilities and wells are reworked or where methods are employed to
improve or enable more efficient recovery of oil and gas reserves. The
economic life of the Partnership will thus depend on the period over which
the Partnership's oil and gas reserves are economically recoverable.
Increases or decreases in Partnership revenues and, therefore, distributions
to partners will depend primarily on changes in the prices received for
production, changes in volumes of production sold, lease operating expenses,
enhanced recovery projects, offset drilling activities pursuant to farm-out
arrangements and on the depletion of wells. Since wells deplete over time,
production can generally be expected to decline from year to year.
Well operating costs and general and administrative costs usually decrease
with production declines; however, these costs may not decrease
proportionately. Net income available for distribution to the limited
partners is therefore expected to fluctuate in later years based on these
factors.
Based on current conditions, management anticipates performing workovers
during 1997 to enhance production. The Partnership could possibly experience
the following changes; a little less than normal decline in 1997, with no
decline in 1998 and thereafter, experience a steady decline.
Results of Operations
A. General Review of the Years Ended December 31, 1996 and 1995
The following table provides certain information regarding performance
factors for the years ended December 31, 1996 and 1995.
Year Ended Percentage
December 31, Increase
1996 1995 (Decrease)
---- ---- -----------
Average price per barrel of oil $ 20.67 16.88 22%
Average price per mcf of gas $ 2.30 1.56 47%
Oil production in barrels 12,500 12,300 2%
Gas production in mcf 116,500 150,000 (22%)
Gross oil and gas revenue $ 525,888 440,889 19%
Net oil and gas revenue $ 304,762 199,954 52%
Partnership distributions $ 272,481 265,869 2%
Limited partner distributions $ 245,481 240,519 2%
Per unit distribution to limited
partners $ 87.02 85.26 2%
Number of limited partner units 2,821 2,821
Revenues
The Partnership's oil and gas revenues increased to $525,888 from $440,889
for the years ended December 31, 1996 and 1995, respectively, an increase of
19%. The principal factors affecting the comparison of the years ended
December 31, 1996 and 1995 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the year ended December 31, 1996 as compared to the year
ended December 31, 1995 by 22%, or $3.79 per barrel, resulting in an
increase of approximately $46,600 in revenues. Oil sales represented 49%
of total oil and gas sales during the year ended December 31, 1996 as
compared to 47% during the year ended December 31, 1995.
The average price for an mcf of gas received by the Partnership increased
during the same period by 47%, or $.74 per mcf, resulting in an increase
of approximately $111,000 in revenues.
The total increase in revenues due to the change in prices received from
oil and gas production is approximately $157,600. 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 year
ended December 31, 1996 as compared to the year ended December 31, 1995,
resulting in an increase of approximately $4,100 in revenues.
Gas production decreased approximately 33,500 mcf or 22% during the same
period, resulting in a decrease of approximately $77,100 in revenues.
The net total decrease in revenues due to the change in production is
approximately $73,000. The decrease in gas production is primarily a
result of property sales and surface problems.
Costs and Expenses
Total costs and expenses decreased to $357,455 from $403,583 for the years
ended December 31, 1996 and 1995, respectively, a decrease of 11%. The
decrease is the result of lower lease operating costs, general and
administrative expense and depletion expense.
1. Lease operating costs and production taxes were 8% lower, or
approximately $19,800 less during the year ended December 31, 1996 as
compared to the year ended December 31, 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 decreased 1%
or approximately $300 during the year ended December 31, 1996 as compared
to the year ended December 31, 1995.
3. Depletion expense decreased to $101,000 for the year ended December 31,
1996 from $127,000 for the same period in 1995. This represents a
decrease of 20%. 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.
A contributing factor to the decline in depletion expense between the
comparative periods was the increase in the price of oil and gas used to
determine the Partnership's reserves for January 1, 1997 as compared to
1996. Another contributing factor was due to the impact of revisions of
previous estimates on reserves. Revisions of previous estimates can be
attributed to the changes in production performance, oil and gas price
and production costs. The impact of the revision would have decreased
depletion expense approximately $14,000 as of December 31, 1995.
B. General Review of the Years Ended December 31, 1995 and 1994
The following table provides certain information regarding performance
factors for the years ended December 31, 1995 and 1994.
Year Ended
December 31,
1995 1994
---- ----
Average price per barrel of oil $ 16.88 15.88
Average price per mcf of gas $ 1.56 1.62
Oil production in barrels 12,300 6,400
Gas production in mcf 150,000 46,500
Gross oil and gas revenue $ 440,889 176,941
Net oil and gas revenue $ 199,954 49,615
Partnership distributions $ 265,869 25,190
Limited partner distributions $ 240,519 25,190
Per unit distribution to limited
partners $ 85.26 8.93
Number of limited partner units 2,821 2,821
Revenues
The Partnership's oil and gas revenues increased to $440,889 from $176,941
for the years ended December 31, 1995 and 1994, respectively. The
Partnership did not begin purchasing interests in oil and gas properties
until May 1994, therefore the transactions will be substantially lower in
1994 as compared to 1995. The principal factors affecting the comparison of
the years ended December 31, 1995 and 1994 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the year ended December 31, 1995 as compared to the
year ended December 31, 1994 by 6%, or $1.00 per barrel, resulting in an
increase of approximately $6,400 in revenue. Oil sales represented 47%
of total oil and gas sales during the year ended December 31, 1995 as
compared to 57% during the year ended December 31, 1994.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 4%, or $.06 per mcf, resulting in a
decrease of approximately $3,000 in revenue.
The net total increase in revenue due to the change in prices received
from oil and gas production is approximately $3,400. 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 5,900 barrels or 92% during the
year ended December 31, 1995 as compared to the year ended December 31,
1994, resulting in an increase of approximately $100,000 in revenue.
Gas production increased approximately 103,500 mcf or 223% during the
same period, resulting in an increase of approximately $160,000 in
revenue.
The net total increase in revenue due to the change in production is
approximately $260,000.
Costs and Expenses
Total costs and expenses increased to $403,583 from $200,579 for the years
ended December 31, 1995 and 1994, respectively. The increase is the result
of a full year of production costs, general and administrative costs and
depletion expense in 1995.
1. Lease operating costs and production taxes increased by approximately
$115,000 during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
2. General and administrative costs consists of independent accounting and
engineering fees, computer services, postage, and Managing General
Partner personnel costs. General and administrative costs increased
approximately $16,000 during the year ended December 31, 1995 as
compared to the year ended December 31, 1994.
3. Depletion expense increased to $127,000 for the year ended December 31,
1995 from $54,000 for the same period in 1994. 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. Consequently, depletion will fluctuate in direct relation
to oil and gas revenues. As noted above, oil and gas revenues increased
due to the purchase of properties during 1994 with 1995 reflecting a
full year of production.
C. Revenue and Distribution Comparison
Partnership income or (loss) for the years ended December 31, 1996, 1995 and
1994 was $169,369 in 1996, $41,317 in 1995 and $(2,155) in 1994. Excluding
the effects of depreciation, depletion and amortization, net income would
have been $277,389 in 1996, $175,337 in 1995 and $58,865 in 1994.
Correspondingly, Partnership distributions for the years ended December 31,
1996, 1995 and 1994 were $272,481, $265,869 and $25,190, respectively. These
differences are indicative of the changes in oil and gas prices, production
and property sales.
The sources for the 1996 distributions of $272,481 were oil and gas
operations of approximately $247,100 and property sales of approximately
$6,700, offset by additions to oil and gas properties of approximately
$9,800, with the balance from available cash on hand at the beginning of the
period. The sources for the 1995 distributions of $265,869 were operating
activities of approximately $163,000 and property sales of $139,000, offset
by additions to oil and gas properties of approximately $7,300, resulting in
excess cash for contingencies or subsequent distributions. The sources for
the 1994 distributions of $25,190 were oil and gas operations of
approximately $2,600, interest received on capital contributions of
approximately $23,400 and property sales of approximately $2,800, resulting
in excess cash for contingencies or subsequent distributions.
Total distributions during the year ended December 31, 1996 were $272,481 of
which $245,481 was distributed to the limited partners and $27,000 to the
general partners. The per unit distribution to limited partners during the
same period was $87.02. Total distributions during the year ended December
31, 1995 were $265,869 of which $240,519 was distributed to the limited
partners and $25,350 to the general partners. The per unit distribution to
limited partners during the same period was $85.26. Total distributions
during the year ended December 31, 1994 were $25,190 of which all was
distributed to the limited partners. The per unit distribution to limited
partners during the same period was $8.93.
Since inception of the Partnership, cumulative monthly cash distributions of
$584,142 have been made to the partners. As of December 31, 1996, $531,792
or $188.51 per limited partner unit, has been distributed to the limited
partners, representing a 38% return of the capital contributed.
Liquidity and Capital Resources
The primary source of cash is from operations, the receipt of income from
interests in oil and gas properties. The Partnership knows of no material
change, nor does it anticipate any such change.
Cash flows provided by operating activities were approximately $247,100 in
1996 compared to approximately $163,000 in 1995 and approximately $26,000 in
1994. The primary source of the 1996 cash flow from operating activities was
profitable operations.
Cash flows provided by or (used in) investing activities were approximately
$(3,100) in 1996 compared to approximately $132,000 in 1995 and
approximately $(1,223,300) in 1994. The principal use of the 1996 cash flow
from investing activities was the additions to oil and gas properties, offset
by the sale of oil and gas properties.
Cash flows used in financing activities were approximately $272,500 in 1996
compared to approximately $266,000 in 1995 and approximately $25,200 in 1994.
The only use in financing activities was the distributions to partners.
As of December 31, 1996, the Partnership had approximately $75,000 in working
capital. The Managing General Partner believes the revenues generated from
operations are adequate to meet the operating needs of the Partnership.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page
Report of Independent Accountants. . . . . . . . . . . . . . . . . . . .21
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . .23
Statement of Changes in Partners Equity. . . . . . . . . . . . . . . . .24
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . .25
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . .27
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Southwest Oil & Gas Income
Fund XI-A, L.P.
Midland, Texas
We have audited the accompanying balance sheets of Southwest Oil & Gas Income
Fund XI-A, L.P. as of December 31, 1996 and 1995 and the related statements
of operations, changes in partners' equity and cash flows for each of the
three years in the period ended December 31, 1996. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Southwest Oil & Gas Income
Fund XI-A, L.P. as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996.
JOSEPH DECOSIMO AND COMPANY
A Tennessee Registered Limited Liability Partnership
Chattanooga, Tennessee
March 14, 1997
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Balance Sheets
December 31, 1996 and 1995
1996 1995
---- ----
Assets
Current assets:
Cash and cash equivalents $ 456 28,968
Receivable from
Managing General Partner 74,527 44,235
--------- ---------
Total current assets 74,983 73,203
--------- ---------
Oil and gas properties - using the
full-cost method of accounting 1,094,448 1,091,320
Less accumulated depreciation,
depletion and amortization 282,000 181,000
--------- ---------
Net oil and gas properties 812,448 910,320
--------- ---------
Organization costs, net of amortization
of $26,910 in 1996 and $19,890 in 1995 8,064 15,084
--------- ---------
$ 895,495 998,607
========= =========
Liabilities and Partners' Equity
Partners' equity:
General partners $ (3,579) (4,318)
Limited partners 899,074 1,002,925
--------- ---------
Total partners' equity $ 895,495 998,607
========= =========
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Statements of Operations
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
Revenues
Oil and gas revenues $ 525,888 440,889 176,941
Interest income on capital
contributions - - 20,743
Interest income from operations 936 4,011 740
------- ------- -------
526,824 444,900 198,424
------- ------- -------
Expenses
Production 221,126 240,935 127,326
General and administrative 28,309 28,628 12,233
Depreciation, depletion and
amortization 108,020 134,020 61,020
------- ------- -------
357,455 403,583 200,579
------- ------- -------
Net income (loss) $ 169,369 41,317 (2,155)
======= ======= =======
Net income (loss) allocated to:
Managing General Partner $ 24,965 15,780 3,431
======= ======= =======
General Partner $ 2,774 1,754 381
======= ======= =======
Limited partners $ 141,630 23,783 (5,967)
======= ======= =======
Per limited partner unit $ 50.21 8.43 (2.12)
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Statement of Changes in Partners' Equity
Years ended December 31, 1996, 1995 and 1994
General Limited
Partners Partners Total
-------- -------- -----
Balance at December 31, 1993 $ (314) 1,250,818 1,250,504
Net income (loss) 3,812 (5,967) (2,155)
Distributions - (25,190) (25,190)
------- --------- ---------
Balance at December 31, 1994 3,498 1,219,661 1,223,159
Net income 17,534 23,783 41,317
Distributions (25,350) (240,519) (265,869)
------- --------- ---------
Balance at December 31, 1995 (4,318) 1,002,925 998,607
Net income 27,739 141,630 169,369
Distributions (27,000) (245,481) (272,481)
------- --------- ---------
Balance at December 31, 1996 $ (3,579) 899,074 895,495
======= ========= =========
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
Cash flows from operating
activities:
Oil and gas revenue $ 498,900 467,721 75,984
Interest received (252,739) (308,991) 23,399
Paid to suppliers 936 4,011 (73,390)
-------- -------- ----------
Net cash provided by operating
activities 247,097 162,741 25,993
-------- -------- ----------
Cash flows from investing
activities:
Sale of oil and gas properties 6,693 139,231 2,805
Additions to oil and gas
properties (9,821) (7,256) (1,226,100)
-------- -------- ----------
Net cash provided by (used in)
investing activities (3,128) 131,975 (1,223,295)
-------- -------- ----------
Cash flows used in financing
activities:
Partner distributions (272,481) (265,938) (25,188)
-------- -------- ----------
Net increase (decrease) in cash and
cash equivalents (28,512) 28,778 (1,222,490)
Beginning of period 28,968 190 1,222,680
-------- -------- ----------
End of period $ 456 28,968 190
======== ======== ==========
(continued)
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Statements of Cash Flows, continued
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
Reconciliation of net income (loss)
to net cash provided by operating
activities:
Net income (loss) $ 169,369 41,317 (2,155)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation, depletion and
amortization 108,020 134,020 61,020
(Increase) decrease in receivables (26,988) 26,832 (99,041)
Increase (decrease) in payables (3,304) (39,428) 66,169
------- ------- -------
Net cash provided by operating
activities $ 247,097 162,741 25,993
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Summary of Significant Accounting Policies
Oil and Gas Properties
Oil and gas properties are accounted for at cost under the full-cost
method. Under this method, all productive and nonproductive costs
incurred in connection with the acquisition, exploration and development
of oil and gas reserves are capitalized. Gain or loss on the sale of
oil and gas properties is not recognized unless significant oil and gas
reserves are involved.
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.
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.
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. As of December 31, 1996, 1995 and 1994, the
net capitalized costs did not exceed the estimated present value of oil
and gas reserves.
Estimates and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Organization Costs
Organization costs are stated at cost and are amortized over sixty
months using the straight-line method.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
Syndication Costs
Syndication Costs are accounted for as a reduction of partnership
equity.
Environmental Costs
The Partnership is subject to extensive federal, state and local
environmental laws and regulations. These laws, which are constantly
changing, regulate the discharge of materials into the environment and
may require the Partnership to remove or mitigate the environmental
effects of the disposal or release of petroleum or chemical substances
at various sites. Environmental expenditures are expensed or
capitalized depending on their future economic benefit. Costs which
improve a property as compared with the condition of the property when
originally constructed or acquired and costs which prevent future
environmental contamination are capitalized. Expenditures that relate
to an existing condition caused by past operations and that have no
future economic benefits are expensed. Liabilities for expenditures of
a non-capital nature are recorded when environmental assessment and/or
remediation is probable, and the costs can be reasonably estimated.
Gas Balancing
The Partnership utilizes the sales method of accounting for gas-
balancing arrangements. Under this method the Partnership recognizes
sales revenue on all gas sold. As of December 31, 1996, the Partnership
was over produced by 2,974 mcf of gas and as of December 31, 1995 and
1994, there were no significant amounts of imbalance in terms of units
and value.
Income Taxes
No provision for income taxes is reflected in these financial
statements, since the tax effects of the Partnership's income or loss
are passed through to the individual partners.
In accordance with the requirements of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," the Partnership's tax
basis in its net oil and gas properties at December 31, 1996 and 1995 is
$60,426 and $34,113, respectively, less than that shown on the
accompanying Balance Sheets in accordance with generally accepted
accounting principles.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Partnership considers
all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. The Partnership maintains its
cash at one financial institution.
Number of Limited Partner Units
As of December 31, 1996, 1995 and 1994 there were 2,821 limited partner
units outstanding.
2. 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% -
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
2. Organization - continued
(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.
3. Oil and Gas Properties
Costs incurred in connection with the Partnership's oil and gas
producing activities for the years ended December 31, 1996, 1995 and
1994 are as follows:
1996 1995 1994
---- ---- ----
Acquisition costs $ - - 1,221,031
======= ======= =========
Development costs $ 9,821 7,256 5,069
======= ======= =========
Depreciation, depletion and
amortization $ 101,000 127,000 54,000
======= ======= =========
All of the Partnership's properties were proved when acquired.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
4. Commitments and Contingent Liabilities
The Partnership is subject to various federal, state and local
environmental laws and regulations which establish standards and
requirements for protection of the environment. The Partnership cannot
predict the future impact of such standards and requirements, which are
subject to change and can have retroactive effectiveness. The
Partnership continues to monitor the status of these laws and
regulations.
As of December 31, 1996, the Partnership has not been fined, cited or
notified of any environmental violations and management is not aware of
any unasserted violations which would have a material adverse effect
upon capital expenditures, earnings or the competitive position in the
oil and gas industry. However, the Managing General Partner does
recognize by the very nature of its business, material costs could be
incurred in the near term to bring the Partnership into total
compliance. The amount of such future expenditures is not reliably
determinable due to several factors, including the unknown magnitude of
possible contaminations, the unknown timing and extent of the corrective
actions which may be required, the determination of the Partnership's
liability in proportion to other responsible parties and the extent to
which such expenditures are recoverable from insurance or
indemnifications from prior owners of Partnership's properties.
5. Related Party Transactions
A significant portion of the oil and gas properties in which the
Partnership has an interest are operated by and purchased from the
Managing General Partner. As is usual in the industry and as provided
for in the operating agreement for each respective oil and gas property
in which the Partnership has an interest, the operator is paid an amount
for administrative overhead attributable to operating such properties,
with such amounts to Southwest Royalties, Inc. as operator approximating
$42,000, $37,000 and $6,000 for the years ended December 31, 1996, 1995
and 1994. In addition, the Managing General Partner and certain
officers and employees may have an interest in some of the properties
that the Partnership also participates.
Certain subsidiaries of the Managing General Partner perform various
oilfield services for properties in which the Partnership owns an
interest. Such services aggregated approximately $1,300, $2,400 and
$1,300 for the years ended December 31, 1996, 1995 and 1994 and the
Managing General Partner believes that these costs are comparable to
similar charges paid by the Partnership to unrelated third parties.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
5. Related Party Transactions - continued
Southwest Royalties, Inc., the Managing General Partner, was paid
$19,649 during 1996 and $20,000 during 1995 as an administrative fee for
indirect general and administrative overhead expenses.
Amounts due from Southwest Royalties, Inc. totaled $74,527 and $44,235
as of December 31, 1996 and 1995, respectively, all of which is from oil
and gas production distributed to the Partnership subsequent to the end
of the year.
In addition, a director and officer of the Managing General Partner is
a partner in a law firm, with such firm providing legal services to the
Partnership approximating $150 for the year ended December 31, 1996.
There were no legal services provided for the year ended December 31,
1995 and approximately $3,900 for the year ended December 31, 1994.
6. Major Customers and Significant Leases
During 1996, four customers purchased 13%, 13%, 13% and 10% of the
Partnership's oil and gas production. During 1995, four customers
purchased 15%, 13%, 11% and 10% of the Partnership's oil and gas
production. During 1994, three customers purchased 30%, 11% and 10% of
the Partnership's oil and gas production.
During 1996, no one lease provided more than 15% of the Partnership's
gross revenues. During 1995, one lease provided 19% of the
Partnership's gross revenues.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
8. Estimated Oil and Gas Reserves (unaudited)
The Partnership's interest in proved oil and gas reserves is as follows:
Oil (bbls) Gas (mcf)
---------- ---------
Proved developed and undeveloped
reserves -
January 1, 1994 122,000 949,000
Revisions of previous estimates (8,000) 224,000
Production (12,000) (150,000)
Sale of minerals in place (5,000) (10,000)
------- ---------
December 31, 1995 97,000 1,013,000
Revisions of previous estimates 18,000 103,000
Production (12,000) (117,000)
Sale of minerals in place - (72,000)
------- ---------
December 31, 1996 103,000 927,000
======= =========
Proved developed reserves -
December 31, 1994 121,000 837,000
======= =========
December 31, 1995 96,000 981,000
======= =========
December 31, 1996 102,000 894,000
======= =========
All of the Partnership's reserves are located within the continental
United States.
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
7. Estimated Oil & Gas Reserves (unaudited) - continued
The standardized measure of discounted future net cash flows relating to
proved oil and gas reserves at December 31, 1996, 1995 and 1994 is
presented below:
1996 1995 1994
Future cash inflows $ 5,744,000 3,843,000 3,835,000
Production and development costs 2,433,000 1,778,000 1,790,000
--------- --------- ---------
Future net cash flows 3,311,000 2,065,000 2,045,000
10% annual discount for estimated
timing of cash flows 1,395,000 838,000 723,000
--------- --------- ---------
Standardized measure of discounted
future net cash flows $ 1,916,000 1,227,000 1,322,000
========= ========= =========
The principal sources of change in the standardized measure of
discounted future net cash flows for the years ended December 31, 1996,
1995 and 1994 are as follows:
1996 1995 1994
Sales of oil and gas produced,
net of production costs $ (516,000) (347,000) (50,000)
Changes in price 1,101,000 141,000 -
Revisions to estimated
production costs 67,000 17,000 -
Purchase of minerals in place - - 1,372,000
Revisions of previous
quantities estimates (111,000) 13,000 -
Accretion of discount 184,000 112,000 -
Sales of minerals in place (36,000) (31,000) -
Discounted future net
cash flows -
Beginning of year 1,227,000 1,322,000 -
--------- --------- ---------
End of year $ 1,916,000 1,227,000 1,322,000
========= ========= =========
Future net cash flows were computed using year-end prices and costs that
related to existing proved oil and gas reserves in which the Partnership
has mineral interests.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
Management of the Partnership is provided by Southwest Royalties, Inc., as
Managing General Partner. The names, ages, offices, positions and length of
service of the directors and executive officers of Southwest Royalties, Inc.
are set forth below. Each director and executive officer serves for a term
of one year. The present directors of the Managing General Partner have
served in their capacity since the Company's formation in 1983.
Name Age Position
- -------------------- --- -------------------------------------
H. H. Wommack, III 41 Chairman of the Board, President,
Chief Executive Officer, Treasurer
and Director
H. Allen Corey 41 Secretary and Director
Bill E. Coggin 42 Vice President and Chief Financial
Officer
Richard E. Masterson 43 Vice President, Exploration and
Acquisitions
Jon P. Tate 39 Vice President, Land and Assistant
Secretary
Joel D. Talley 35 Vice President, Acquisitions and
Exploitation Manager
R. Douglas Keathley 41 Vice President, Operations
H. H. Wommack, III, is Chairman of the Board, President, Chief Executive
Officer, Treasurer, principal stockholder and a director of the Managing
General Partner, and has served as its President since the Company's
organization in August, 1983. Prior to the formation of the Company, Mr.
Wommack was a self-employed independent oil producer engaged in the purchase
and sale of royalty and working interests in oil and gas leases, and the
drilling of exploratory and developmental oil and gas wells. Mr. Wommack
holds a J.D. degree from the University of Texas from which he graduated in
1980, and a B.A. from the University of North Carolina in 1977.
H. Allen Corey, a founder of the Managing General Partner, has served as the
Managing General Partner's secretary and a director since its inception. Mr.
Corey is President of Trolley Barn Brewery, Inc., a brew pub restaurant chain
based in the Southeast. Prior to his involvement with Trolley Barn, Mr.
Corey was a partner at the law firm of Miller & Martin in Chattanooga,
Tennessee. He is currently of counsel to the law firm of Baker, Donelson,
Bearman & Caldwell, with the offices in Chattanooga, Tennessee. Mr. Corey
received a J.D. degree from the Vanderbilt University Law School and B.A.
degree from the University of North Carolina at Chapel Hill.
Bill E. Coggin, Vice President and Chief Financial Officer, has been with the
Managing General Partner since 1985. Mr. Coggin was Controller for Rod Ric
Corporation of Midland, Texas, an oil and gas drilling company, during the
latter part of 1984. He was Controller for C.F. Lawrence & Associates, Inc.,
an independent oil and gas operator also of Midland, Texas during the early
part of 1984. Mr. Coggin taught public school for four years prior to his
business experience. Mr. Coggin received a B.S. in Education and a B.B.A.
in Accounting from Angelo State University.
Richard E. Masterson, Vice President, Exploration and Acquisitions, first
became associated with the Managing General Partner as a geological
consultant in 1985. He was employed as a petroleum geologist by Grand Banks
Energy (1980-1985), Monsanto (1977-1980) and Texaco, Inc. (1974-1976) prior
to joining the Managing General Partner. Mr. Masterson is a member of the
Society of Economic Paleontologists and Mineralogists and the West Texas
Geological Society. Mr. Masterson received his B.A. degree in Geology from
Trinity University.
Jon P. Tate, Vice President, Land and Assistant Secretary, assumed his
responsibilities with the Managing General Partner in 1989. Prior to joining
the Managing General Partner, Mr. Tate was employed by C.F. Lawrence &
Associates, Inc., an independent oil and gas company, as Land Manager from
1981 through 1989. Mr. Tate is a member of the Permian Basin Landman's
Association and received his B.B.S. degree from Hardin-Simmons University.
Joel D. Talley, Vice President, Acquisitions and Exploitation Manager,
assumed his responsibilities with the Managing General Partner on July 15,
1996. Prior to joining the Managing General Partner, Mr. Talley was employed
for four (4) years by Merit Energy Company as Acquisitions Manager and then
as Region Manager over West Texas, New Mexico and Wyoming (1992-1996) and
eight (8) years by ARCO Oil & Gas Company in various engineering positions
(1984-1992). Mr. Talley received his B.S. in Mechanical Engineering in 1984
from Texas A&M University.
R. Douglas Keathley, Vice President, Operations, assumed his responsibilities
with the Managing General Partner as a Production Engineer in October, 1992.
Prior to joining the Managing General Partner, Mr. Keathley was employed for
four (4) years by ARCO Oil & Gas Company as senior drilling engineer working
in all phases of well production (1988-1992), eight (8) years by Reading &
Bates Petroleum Company as senior petroleum engineer responsible for drilling
(1980-1988) and two (2) years by Tenneco Oil Company as drilling engineer
responsible for all phases of drilling (1978-1980). Mr. Keathley received
his B.S. in Petroleum Engineering in 1977 from the University of Oklahoma.
Key Employees
Accounting and Administrative Officer - Debbie A. Brock, age 44, assumed her
position with the Managing General Partner in 1991. Prior to joining the
Managing General Partner, Ms. Brock was employed with Western Container
Corporation as Accounting Manager (1982-1990), Synthetic Industries (Texas),
Inc. as Accounting Manager (1976-1982) and held various accounting positions
in the manufacturing industry (1971-1975). Ms. Brock received a B.B.A. from
the University of Houston.
Controller - Robert A. Langford, age 47, assumed his responsibilities with
the Managing General Partner in 1992. Mr. Langford received his B.B.A.
degree in Accounting in 1975 from the University of Central Arkansas. Prior
to joining the Managing General Partner, Mr. Langford was employed with
Forest Oil Corporation as Corporate Coordinator, Regional Coordinator,
Accounting Manager. He held various other positions from 1982-1992 and 1976-
1980 and was Assistant Controller of National Oil Company from 1980-1982.
Financial Reporting Manager - Bryan Dixon, C.P.A., age 30, assumed his
responsibilities with the Managing General Partner in 1992. Mr. Dixon
received his B.B.A. degree in Accounting in 1988 from Texas Tech University
in Lubbock, Texas. Prior to joining the Managing General Partner, Mr. Dixon
was employed as a Senior Auditor with Johnson, Miller & Company from 1991-
1992 and Audit Supervisor for Texas Tech University and the Texas Tech
University Health Sciences Center from 1988-1991.
Production Superintendent - Steve C. Garner, age 55, assumed his
responsibilities with the Managing General Partner as Production
Superintendent in July, 1989. Prior to joining the Managing General Partner,
Mr. Garner was employed 16 years by Shell Oil Company working in all phases
of oil field production as operations foreman, one and one-half years with
Petroleum Corporation of Delaware as Production Superintendent, six years as
an independent engineering consultant, and one year with Citation Oil & Gas
Corp. as a workover, completion and production foreman. Mr. Garner has
worked extensively in the Permian Basin oil field for the last 25 years.
Tax Manager - Carolyn Cookson, age 40, assumed her position with the Managing
General Partner in April, 1989. Prior to joining the Managing General
Partner, Ms. Cookson was employed as Director of Taxes at C.F. Lawrence &
Associates, Inc. from 1983 to 1989, and worked in public accounting at
McCleskey, Cook & Green, P.C. from 1981 to 1983 and Deanna Brady, C.P.A. from
1980 to 1981. She is a member of the Permian Basin Chapter of the Petroleum
Accountants' Society, and serves on its Board of Directors and is liaison to
the Tax Committee. Ms. Cookson received a B.B.A. in accounting from New
Mexico State University.
Vice President, Marketing - Steve J. Person, age 38, joined the Managing
General Partner in 1989. Prior to joining the Managing General Partner, Mr.
Person served as Vice President of Marketing for CRI, Inc., and was
associated with Capital Financial Group and Dean Witter (1983). He received
a B.B.A. from Baylor University in 1982 and an M.D.A. from Houston Baptist
University in 1987.
Investor Relations Manager - Sandra K. Flournoy, age 50, came to Southwest
Royalties, Inc. in 1988 from Parker & Parsley Petroleum, where she was
Assistant Manager of Investor Services and Broker/Dealer Relations for two
years. Prior to that, Ms. Flournoy was Administrative Assistant to the
Superintendent at Greenwood ISD for four years.
In certain instances, the Managing General Partner will engage professional
petroleum consultants and other independent contractors, including engineers
and geologists in connection with property acquisitions, geological and
geophysical analysis, and reservoir engineering. The Managing General
Partner believes that, in addition to its own "in-house" staff, the
utilization of such consultants and independent contractors in specific
instances and on an "as-needed" basis allows for greater flexibility and
greater opportunity to perform its oil and gas activities more economically
and effectively.
Item 11. Executive Compensation
The Partnership does not have any directors or executive officers. The
executive officers of the Managing General Partner do not receive any cash
compensation, bonuses, deferred compensation or compensation pursuant to any
type of plan, from the Partnership. The Managing General Partner received
$19,649 during 1996 and $20,000 during 1995 as an administrative fee for the
reimbursement of indirect general and administrative costs.
Item 12. Security Ownership of Certain Beneficial Owners and Management
There are no limited partners who own of record, or are known by the Managing
General Partner, to beneficially own, more than five percent of the
Partnership's limited partnership interests.
The Managing General Partner owns a nine percent interest in the Partnership
as a general partner.
No officer or director of the Managing Partner owns Units in the Partnership.
H.H. Wommack, III, as the individual general partner of the Partnership, owns
a one percent interest in the Partnership as a general partner. There are no
arrangements known to the Managing General Partner which may at a subsequent
date result in a change of control of the Partnership.
Item 13. Certain Relationships and Related Transactions
In 1996, the Managing General Partner received $19,649 as an administrative
fee. This amount is part of the general and administrative expenses incurred
by the Partnership.
In some instances the Managing General Partner and certain officers and
employees may be working interest owners in an oil and gas property in which
the Partnership also has a working interest. Certain properties in which the
Partnership has an interest are operated by the Managing General Partner, who
was paid approximately $42,000 for administrative overhead attributable to
operating such properties during 1996.
Certain subsidiaries of the Managing General Partner perform various oilfield
services for properties in which the Partnership owns an interest. Such
services aggregated approximately $1,300 for the year ended December 31,
1996.
The law firm of Miller & Martin, of which H. Allen Corey, an officer and
director of the Managing General Partner, is a partner, is counsel to the
Partnership. Legal services rendered by Miller & Martin to the Partnership
during 1996 were approximately $150, which constitutes an immaterial portion
of that firm's business. Subsequent to December 31, 1996, the counsel to the
Partnership, H. Allen Corey, became a partner in the law firm Baker,
Donelson, Bearman & Caldwell.
In the opinion of management, the terms of the above transactions are similar
to ones with unaffiliated third parties.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements:
Included in Part II of this report --
Report of Independent Accountants
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Equity
Statements of Cash Flows
Notes to Financial Statements
(2) Schedules required by Article 12 of Regulation S-X are
either omitted because they are not applicable or because
the required information is shown in the financial
statements or the notes thereto.
(3) Exhibits:
4 (a) Certificate of Limited Partnership of Southwest
Oil & Gas Income Fund XI-A, L.P., dated May 5,
1992. (Incorporated by reference from the
Partnership's Form 10-K for the fiscal year ended
December 31, 1992)
(b) Agreement of Limited Partnership of Southwest Oil
& Gas Income Fund XI-A, L.P., dated May 5, 1992.
(Incorporated by reference from the Partnership's
Form 10-K for the fiscal year ended December 31,
1992)
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the quarter
ended December 31, 1996.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Southwest Oil & Gas Income Fund XI-A, L.P., a
Delaware limited partnership
By: Southwest Royalties, Inc., Managing General
Partner
By: /s/ H. H. Wommack, III
-----------------------------
H. H. Wommack, III, President
Date: March 26, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Partnership and in the capacities and on the dates indicated.
By: /s/ H. H. Wommack, III
-----------------------------------
H. H. Wommack, III, Chairman of the
Board, President, Chief Executive
Officer, Treasurer and Director
Date: March 26, 1997
By: /s/ H. Allen Corey
-----------------------------
H. Allen Corey, Secretary and
Director
Date: March 26, 1997