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 March 31, 1997 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 12. 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, 1996 which are found in the Registrant's Form 10-K Report for 1996 filed with the Securities and Exchange Commission. The December 31, 1996 balance sheet included herein has been taken from the Registrant's 1996 Form 10-K Report. Operating results for the three month period ended March 31, 1997 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 March 31, December 31, 1997 1996 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 17,011 456 Receivable from Managing General Partner 48,169 74,527 --------- --------- Total current assets 65,180 74,983 --------- --------- Oil and gas properties - using the full-cost method of accounting 1,096,244 1,094,448 Less accumulated depreciation, depletion and amortization 305,000 282,000 --------- --------- Net oil and gas properties 791,244 812,448 --------- --------- Organization costs, net of amortization 6,309 8,064 --------- --------- $ 862,733 895,495 ========= ========= Liabilities and Partners' Equity Current liability - Accounts payable $ 4,750 - --------- --------- Partners' equity: General partners (4,855) (3,579) Limited partners 862,838 899,074 --------- --------- Total partners' equity 857,983 895,495 --------- --------- $ 862,733 895,495 ========= ========= Southwest Oil & Gas Income Fund XI-A, L.P. Statements of Operations (unaudited) Three Months Ended March 31, 1997 1996 ---- ---- Revenues Oil and gas $ 120,005 133,937 Interest 119 177 ------- ------- 120,124 134,114 ------- ------- Expenses Production 51,694 55,172 General and administrative 13,187 12,754 Depreciation, depletion and amortization 24,755 33,755 ------- ------- 89,636 101,681 ------- ------- Net income $ 30,488 32,433 ======= ======= Net income allocated to: Managing General Partner $ 4,972 5,957 ======= ======= General partner $ 552 662 ======= ======= Limited partners $ 24,964 25,814 ======= ======= Per limited partner unit $ 8.85 9.15 ======= ======= Southwest Oil & Gas Income Fund XI-A, L.P. Statements of Cash Flows (unaudited) Three Months Ended March 31, 1997 1996 ---- ---- Cash flows from operating activities: Cash received from oil and gas sales $ 149,187 122,382 Interest received 119 177 Cash paid to suppliers (62,955) (67,197) ------- ------- Net cash provided by operating activities 86,351 55,362 ------- ------- Cash flows from investing activities: Additions to oil and gas properties (1,880) (556) Sale of oil and gas properties 84 - ------- ------- Net cash used in investing activities (1,796) (556) ------- ------- Cash flows used in financing activities: Distributions to partners (68,000) (71,000) ------- ------- Net increase (decrease) in cash and cash equivalents 16,555 (16,194) Beginning of period 456 28,968 ------- ------- End of period $ 17,011 12,774 ======= ======= (continued) Southwest Oil & Gas Income Fund XI-A, L.P. Statements of Cash Flows, continued (unaudited) Three Months Ended March 31, 1997 1996 ---- ---- Reconciliation of net income to net cash provided by operating activities: Net income $ 30,488 32,433 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 24,755 33,755 (Increase) decrease in receivables 29,182 (11,555) Increase in payables 1,926 729 ------- ------- Net cash provided by operating activities $ 86,351 55,362 ======= ======= Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Southwest Oil & Gas Income Fund XI-A, L.P. was organized as a Delaware limited partnership on May 5, 1992. The offering of such limited partnership interests began August 20, 1992 as part of a shelf offering registered under the name Southwest Oil & Gas 1992-93 Income Program. Minimum capital requirements for the Partnership were met on March 17, 1993, with the offering of limited partnership interests concluding April 30, 1993. At the conclusion of the offering of limited partnership interests, 122 limited partners had purchased 2,821 units for $1,410,500. The Partnership was formed to acquire interests in producing oil and gas properties, to produce and market crude oil and natural gas produced from such properties, and to distribute the net proceeds from operations to the limited and general partners. Net revenues from producing oil and gas properties will not be reinvested in other revenue producing assets except to the extent that production facilities and wells are improved or reworked or where methods are employed to improve or enable more efficient recovery of oil and gas reserves. Increases or decreases in Partnership revenues and, therefore, distributions to partners will depend primarily on changes in the prices received for production, changes in volumes of production sold, lease operating expenses, enhanced recovery projects, offset drilling activities pursuant to farmout arrangements, sales of properties, and the depletion of wells. Since wells deplete over time, production can generally be expected to decline from year to year. Well operating costs and general and administrative costs usually decrease with production declines; however, these costs may not decrease proportionately. Net income available for distribution to the partners is therefore expected to fluctuate in later years based on these factors. Based on current conditions, management anticipates performing 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 Comparison of the Quarters Ended March 31, 1997 and 1996 The following table provides certain information regarding performance factors for the quarters ended March 31, 1997 and 1996. Three Months Ended Percentage March 31, Increase 1997 1996 (Decrease) ---- ---- ---------- Average price per barrel of oil $ 22.10 18.22 21% Average price per mcf of gas $ 2.60 2.08 25% Oil production in barrels 2,700 3,400 (21%) Gas production in mcf 23,200 34,600 (33%) Gross oil and gas revenue $ 120,005 133,937 (10%) Net oil and gas revenue $ 68,311 78,765 (13%) Partnership distributions $ 68,000 71,000 (4%) Limited partner distributions $ 61,200 63,900 (4%) Per unit distribution to limited partners $ 21.69 22.65 (4%) Number of limited partner units 2,821 2,821 Revenues The Partnership's oil and gas revenues decreased to $68,311 from $78,765 for the quarters ended March 31, 1997 and 1996, respectively, a decrease of 13%. The principal factors affecting the comparison of the quarters ended March 31, 1997 and 1996 are as follows: 1. The average price for a barrel of oil received by the Partnership increased during the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1996 by 21%, or $3.88 per barrel, resulting in an increase of approximately $13,200 in revenues. Oil sales represented 50% of total oil and gas sales during the quarter ended March 31, 1997 as compared to 46% during the quarter ended March 31, 1996. The average price for an mcf of gas received by the Partnership increased during the same period by 25%, or $.52 per mcf, resulting in an increase of approximately $18,000 in revenues. The total increase in revenues due to the change in prices received from oil and gas production is approximately $31,200. The market price for oil and gas has been extremely volatile over the past decade and management expects a certain amount of volatility to continue in the foreseeable future. 2. Oil production decreased approximately 700 barrels or 21% during the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1996, resulting in a decrease of approximately $15,500 in revenues. Gas production decreased approximately 11,400 mcf or 33% during the same period, resulting in a decrease of approximately $29,600 in revenues. The total decrease in revenues due to the change in production is approximately $45,100. The decrease is primarily attributable to property sales. Costs and Expenses Total costs and expenses decreased to $89,636 from $101,681 for the quarters ended March 31, 1997 and 1996, respectively, a decrease of 12%. The decrease is the result of lower lease operating costs and depletion expense, partially offset by an increase in general and administrative expense. 1. Lease operating costs and production taxes were 6% lower, or approximately $3,500 less during the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1996. 2. General and administrative costs consist of independent accounting and engineering fees, computer services, postage, and Managing General Partner personnel costs. General and administrative costs increased 3% or approximately $400 during the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1996. 3. Depletion expense decreased to $23,000 for the quarter ended March 31, 1997 from $32,000 for the same period in 1996. This represents a decrease of 28%. Depletion is calculated using the units of revenue method of amortization based on a percentage of current period gross revenues to total future gross oil and gas revenues, as estimated by the Partnership's independent petroleum consultants. Contributing factors to the decline in depletion expense between the comparative periods were the decrease in oil and gas revenue and the increase in the price of oil used to determine the Partnership's reserves for January 1, 1997 as compared to 1996. 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 $86,400 in the quarter ended March 31, 1997 as compared to approximately $55,400 in the quarter ended March 31, 1996. The primary source of the 1997 cash flow from operating activities was profitable operations. Cash flows used in investing activities were approximately $1,800 in the quarter ended March 31, 1997 as compared to approximately $600 in the quarter ended March 31, 1996. The principle use of the 1997 cash flow from investing activities was the additions of oil and gas properties, partially offset by the sale to oil and gas properties. Cash flows used in financing activities were $68,000 in the quarter ended March 31, 1997 as compared to $71,000 in the quarter ended March 31, 1996. The only use in financing activities was the distributions to partners. Total distributions during the quarter ended March 31, 1997 were $68,000 of which $61,200 was distributed to the limited partners and $6,800 to the general partners. The per unit distribution to limited partners during the quarter ended March 31, 1997 was $21.69. Total distributions during the quarter ended March 31, 1996 were $71,000 of which $63,900 was distributed to the limited partners and $7,100 to the general partners. The per unit distribution to limited partners during the quarter ended March 31, 1996 was $22.65. The sources for the 1997 distributions of $68,000 were oil and gas operations of approximately $86,400 and the sale of oil and gas properties of approximately $100, partially offset by the additions to oil and gas properties of approximately $1,900, resulting in excess cash for contingencies or subsequent distributions. The source for the 1996 distributions of $71,000 was oil and gas operations of approximately $55,400, partially offset by the additions to oil and gas properties of approximately $600, with the balance from available cash on hand at the beginning of the period. Since inception of the Partnership, cumulative monthly cash distributions of $652,142 have been made to the partners. As of March 31, 1997, $592,992 or $210.21 per limited partner unit has been distributed to the limited partners, representing a 42% return of the capital contributed. As of March 31, 1997, the Partnership had approximately $60,400 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) Exhibits: 27 Financial Data Schedule (b) Reports on Form 8-K: 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 Officer Date: May 15, 1997