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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, 1998
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 13.
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, 1997 which are found in the Registrant's Form
10-K Report for 1997 filed with the Securities and Exchange Commission.
The December 31, 1997 balance sheet included herein has been taken from the
Registrant's 1997 Form 10-K Report. Operating results for the three month
period ended March 31, 1998 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,
1998 1997
--------- ------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 8,981 4,368
Receivable from Managing General Partner 24,608 52,943
Account Receivable 4,000 1,650
--------- ---------
Total current assets 37,589 58,961
--------- ---------
Oil and gas properties - using the
full-cost method of accounting 1,064,140 1,061,992
Less accumulated depreciation,
depletion and amortization 430,000 408,000
--------- ---------
Net oil and gas properties 634,140 653,992
--------- ---------
Organization costs, net of amortization 460 1,044
--------- ---------
$ 672,189 713,997
========= =========
Liabilities and Partners' Equity
Current liability - Accounts payable $ - 38
--------- ---------
Partners' equity:
General partners (7,263) (5,344)
Limited partners 679,452 719,303
--------- ---------
Total partners' equity 672,189 713,959
--------- ---------
$ 672,189 713,997
========= =========
Southwest Oil & Gas Income Fund XI-A, L.P.
Statements of Operations
(unaudited)
Three Months Ended
March 31,
1998 1997
---- ----
Revenues
Oil and gas $ 71,541 120,005
Interest 169 119
------- -------
71,710 120,124
------- -------
Expenses
Production 46,863 51,694
General and administrative 14,032 13,187
Depreciation, depletion and amortization 22,585 24,755
------- -------
83,480 89,636
------- -------
Net income (loss) $ (11,770) 30,488
======= =======
Net income (loss) allocated to:
Managing General Partner $ 973 4,972
======= =======
General partner $ 108 552
======= =======
Limited partners $ (12,851) 24,964
======= =======
Per limited partner unit $ (4.56) 8.85
======= =======
Southwest Oil & Gas Income Fund XI-A, L.P.
Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
1998 1997
---- ----
Cash flows from operating activities:
Cash received from oil and gas sales $ 90,210 149,187
Interest received 169 119
Cash paid to suppliers (55,230) (62,955)
------- -------
Net cash provided by operating activities 35,149 86,351
------- -------
Cash flows from investing activities:
Additions to oil and gas properties (4,318) (1,880)
Sale of oil and gas properties 3,820 84
------- -------
Net cash used in investing activities (498) (1,796)
------- -------
Cash flows used in financing activities:
Distributions to partners (30,038) (68,000)
------- -------
Net increase in cash and cash equivalents 4,613 16,555
Beginning of period 4,368 456
------- -------
End of period $ 8,981 17,011
======= =======
(continued)
Southwest Oil & Gas Income Fund XI-A, L.P.
Statements of Cash Flows, continued
(unaudited)
Three Months Ended
March 31,
1998 1997
---- ----
Reconciliation of net income (loss) to net
cash provided by operating activities:
Net income (loss) $ (11,770) 30,488
Adjustments to reconcile net income(loss) to net
cash provided by operating activities:
Depreciation, depletion and amortization 22,585 24,755
Decrease in receivables 18,669 29,182
Increase in payables 5,665 1,926
------- -------
Net cash provided by operating activities $ 35,149 86,351
======= =======
Southwest Oil & Gas Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Oil & Gas Income Fund XI-A, L.P. was organized under the
laws of the state of Delaware on May 5, 1992, for the purpose of
acquiring producing oil and gas properties and to produce and market
crude oil and natural gas produced from such properties for a term of
50 years, unless terminated at an earlier date as provided for in the
Partnership Agreement. The Partnership will sell its oil and gas
production to a variety of purchasers with the prices it receives
being dependent upon the oil and gas economy. Southwest Royalties,
Inc. serves as the Managing General Partner and H. H. Wommack, III, as
the individual general partner. Partnership profits and losses, as
well as all items of income, gain, loss, deduction, or credit, will be
credited or charged as follows:
Limited General
Partners Partners (1)
-------- --------
Organization and offering expenses (2) 100% -
Acquisition costs 100% -
Operating costs 90% 10%
Administrative costs (3) 90% 10%
Direct costs 90% 10%
All other costs 90% 10%
Interest income earned on capital
contributions 100% -
Oil and gas revenues 90% 10%
Other revenues 90% 10%
Amortization 100% -
Depletion allowances 100% -
(1) H.H. Wommack, III, President of the Managing General
Partner, is an additional general partner in the Partnership and
has a one percent interest in the Partnership. Mr. Wommack is
the majority stockholder of the Managing General Partner whose
continued involvement in Partnership management is important to
its operations. Mr. Wommack, as a general partner, shares also
in Partnership liabilities.
(2) Organization and Offering Expenses (including all cost of
selling and organizing the offering) include a payment by the
Partnership of an amount equal to three percent (3%) of Capital
Contributions for reimbursement of such expenses. All
Organization Costs (which excludes sales commissions and fees) in
excess of three percent (3%) of Capital Contributions with
respect to the Partnership will be allocated to and paid by the
Managing General Partner.
(3) Administrative Costs will be paid from the Partnership's
revenues; however; Administrative Costs in the Partnership year
in excess of two percent (2%) of Capital Contributions shall be
allocated to and paid by the Managing General Partner.
2. Summary of Significant Accounting Policies
The interim financial information as of March 31, 1998, and for the
three months ended March 31, 1998, is unaudited. Certain information
and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted in this Form 10-Q pursuant to the rules
and regulations of the Securities and Exchange Commission. However,
in the opinion of management, these interim financial statements
include all the necessary adjustments to fairly present the results of
the interim periods and all such adjustments are of a normal recurring
nature. The interim consolidated financial statements should be read
in conjunction with the audited financial statements for the year
ended December 31, 1997.
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 1998 to enhance production. The Partnership could possibly
experience the following changes; a little less than normal decline in 1998
and thereafter, experience a steady decline.
Results of Operations
A. General Comparison of the Quarters Ended March 31, 1998 and 1997
The following table provides certain information regarding performance
factors for the quarters ended March 31, 1998 and 1997.
Three Months
Ended Percentage
March 31, Increase
1998 1997 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 12.36 22.10 (44%)
Average price per mcf of gas $ 2.17 2.60 (17%)
Oil production in barrels 2,300 2,700 (15%)
Gas production in mcf 19,900 23,200 (14%)
Gross oil and gas revenue $ 71,542 120,005 (40%)
Net oil and gas revenue $ 24,678 68,311 (64%)
Partnership distributions $ 30,000 68,000 (56%)
Limited partner distributions $ 27,000 61,200 (56%)
Per unit distribution to limited
partners $ 9.57 21.69 (56%)
Number of limited partner units 2,821 2,821
Revenues
The Partnership's oil and gas revenues decreased to $24,678 from $68,311
for the quarters ended March 31, 1998 and 1997, respectively, a decrease of
64%. The principal factors affecting the comparison of the quarters ended
March 31, 1998 and 1997 are as follows:
1. The average price for a barrel of oil received by the Partnership
decreased during the quarter ended March 31, 1998 as compared to the
quarter ended March 31, 1997 by 44%, or $9.74 per barrel, resulting in
a decrease of approximately $26,298 in revenues. Oil sales represented
40% of total oil and gas sales during the quarter ended March 31, 1998
as compared to 50% during the quarter ended March 31, 1997.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 17%, or $.43 per mcf, resulting in
a decrease of approximately $9,976 in revenues.
The total decrease in revenues due to the change in prices received
from oil and gas production is approximately $36,274. 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 400 barrels or 15% during the
quarter ended March 31, 1998 as compared to the quarter ended March 31,
1997, resulting in a decrease of approximately $4,944 in revenues.
Gas production decreased approximately 3,300 mcf or 14% during the same
period, resulting in a decrease of approximately $7,161 in revenues.
The total decrease in revenues due to the change in production is
approximately $12,105.
Costs and Expenses
Total costs and expenses decreased to $83,480 from $89,636 for the quarters
ended March 31, 1998 and 1997, respectively, a decrease of 7%. 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 9% lower, or
approximately $4,831 less during the quarter ended March 31, 1998 as
compared to the quarter ended March 31, 1997.
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 6%
or approximately $845 during the quarter ended March 31, 1998 as
compared to the quarter ended March 31, 1997.
3. Depletion expense decreased to $22,000 for the quarter ended March 31,
1998 from $23,000 for the same period in 1997. This represents a
decrease of 4%. 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.
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 $35,000 in
the quarter ended March 31, 1998 as compared to approximately $86,400 in
the quarter ended March 31, 1997. The primary source of the 1998 cash flow
from operating activities was profitable operations.
Cash flows used in investing activities were approximately $500 in the
quarter ended March 31, 1998 as compared to approximately $1,800 in the
quarter ended March 31, 1997. The principle use of the 1998 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 $30,000 in the quarter ended
March 31, 1998 as compared to $68,000 in the quarter ended March 31, 1997.
The only use in financing activities was the distributions to partners.
Total distributions during the quarter ended March 31, 1998 were $30,000 of
which $27,000 was distributed to the limited partners and $3,000 to the
general partners. The per unit distribution to limited partners during the
quarter ended March 31, 1998 was $9.57. 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.
The sources for the 1998 distributions of $30,000 were oil and gas
operations of approximately $35,000. 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.
Since inception of the Partnership, cumulative monthly cash distributions
of $819,004 have been made to the partners. As of March 31, 1998, $746,254
or $264.54 per limited partner unit has been distributed to the limited
partners, representing a 52.91% return of the capital contributed.
As of March 31, 1998, the Partnership had approximately $37,589 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, 1998