SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 15, 1998
Southwest Royalties Institutional Income Fund XI-A, L.P.
(Exact name of registrant as specified in
its limited partnership agreement)
Delaware 33-47668-01
75-2427297
(State or other jurisdiction Commission IRS
Employer
of incorporation) File Number
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
None
(Former name or former address, if changed since last report.)
The total number of pages contained in this report is 9.
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Item 2. Acquisition or Disposition of Assets
(a) On October 15, 1998, Southwest Royalties
Institutional Income Fund XI-A (the "Registrant") sold
its interest in 54 oil and gas properties to Parks &
Luttrell, Inc. ("Parks"), an unrelated party. The
Registrant's interest in the properties was sold for
net proceeds, after post closing adjustments, of
$70,735. At December 31, 1997, the property sold to
Parks contained proved reserves of 27,531 barrels of
oil and 113,835 mcfs of gas and had a SEC 10 value of
$182,646. The proceeds from the sale represented 7.55%
of the Registrant's total assets.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The accompanying unaudited pro forma financial
information of the Registrant is presented to reflect
the sale of oil and gas properties on October 15, 1998.
The unaudited pro forma balance sheet is presented as
if the sale of the oil and gas properties occurred at
the balance sheet date and the unaudited pro forma
statements of operations are presented as if the sale
of the properties occurred on January 1, 1997.
(c) Exhibits
None
<PAGE>
Unaudited Pro Forma Financial Statements
The Unaudited Pro Forma Financial Statements have been
prepared to give effect to the sale of oil and gas properties on
October 15, 1998. The Unaudited Pro Forma Financial Statements
of the Registrant are not necessarily indicative of the financial
results for the periods presented had the sale of the properties
taken place on January 1, 1997. In addition, future results may
vary significantly from the results reflected in the accompanying
Unaudited Pro Forma Financial Statements because of normal
production declines and changes in product prices, among other
factors. This information should be read in conjunction with the
Financial Statements of the Registrant (and the related notes)
included in the Annual Report on Form 10-K for the year ended
December 31, 1997 and in the Quarterly Report on Form 10-Q for
the nine months ended September 30, 1998.
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Southwest Royalties Institutional Income Fund XI-A, L.P.
Unaudited Pro Forma Balance Sheet
As of September 30, 1998
Pro Forma
Historical Entries Pro Forma
----------- --------------------
Assets
Current assets
Cash and cash equivalents $ 9,742 $70,735 (a)$ 80,477
Receivable from Managing
General Partner 34,094 34,094
--------- ---------
43,836 114,571
Total current assets --------- ---------
Oil and gas properties - using the
full cost method of accounting 2,100,504 (70,735)(a)
2,029,769
Less accumulated depreciation,
depletion and amortization 1,190,319 1,190,319
--------- ---------
Net oil and gas properties 910,185
839,450
--------- ---------
$ 954,021 $ 954,021
========= =========
Liabilities and Partners' Equity
Current liability
Distribution payable $ 96 $ 96
--------- ---------
Partners' equity
General partners (23,558) (23,558)
Limited partners 977,483 977,483
--------- ---------
Total partners' equity 953,925 953,925
--------- ---------
$ 954,021 $ 954,021
========= =========
See accompanying notes to unaudited pro forma financial
statements.
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Southwest Royalties Institutional Income Fund XI-A, L.P.
Unaudited Pro Forma Statement of Operations
Nine months ended September 30, 1998
Assets
Historical Sold Pro Forma
----------- --------------------
Revenues
Income from net profits interests $ 79,528$ (9,143)(b)$
70,385
Interest 970 - 970
Miscellaneous income (45,159) - (45,159)
------- ------ -------
35,339 (9,143) 26,196
------- ------ -------
Expenses
General and administrative 46,691 - 46,691
Depreciation, depletion and
amortization 90,000 (16,000)(c) 74,000
Provision for impairment of
oil and gas properties 147,497 - 147,497
------- ------ -------
284,188 (16,000)
268,188
------- ------ -------
Net loss $(248,849) $ 6,857
$ (241,992)
======= ====== =======
Net loss allocated to:
Managing General Partner $ 3,043 $ 2,220
======= =======
General Partner $ 338 $ 246
======= =======
Limited Partners $(252,230) $(244,458)
======= =======
Per limited partner unit $ (46.55) $ (45.12)
======= =======
See accompanying notes to unaudited pro forma financial
statements
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Southwest Royalties Institutional Income Fund XI-A, L.P.
Unaudited Pro Forma Statement of Operations
For the year ended December 31, 1997
Assets
Historical Sold Pro Forma
----------- --------------------
Revenues
Income from net profits interests $ 279,147$ (48,353)(b)$
230,794
Interest 4,062 - 4,062
Miscellaneous income 94,424 - 94,424
------- ------- -------
377,633 (48,353)
329,280
------- ------- -------
Expenses
General and administrative 49,922 - 49,922
Depreciation, depletion and
amortization 258,153 (52,000)(c) 206,153
Provision for impairment of
oil and gas properties 202,822 - 202,822
------- ------- -------
510,897 (52,000)
458,897
------- ------- -------
Net income(loss) $(133,264) $ 3,647
$ (129,617)
======= ======= =======
Net income (loss) allocated to:
Managing General Partner $ 20,996 $ 16,644
======= =======
General Partner $ 2,333 $ 1,849
======= =======
Limited Partners $(156,593) $(148,110)
======= =======
Per limited partner unit $ (28.90) $ (27.34)
======= =======
See accompanying notes to unaudited pro forma financial
statements
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Southwest Royalties Institutional Income Fund XI-A, L.P.
Notes to Unaudited Pro Forma Financial Statements
December 31, 1997 and September 30, 1998
Note 1: Basis of Presentation
The accompanying unaudited pro forma financial information
of Southwest Royalties Institutional Income Fund XI-A, L.P. (the
"Registrant") is presented to reflect the sale of oil and gas
properties to Parks & Luttrell, Inc. on October 15, 1998 (the
"Assets Sold"). The unaudited pro forma balance sheet is
presented as if the Assets Sold occurred at September 30, 1998
and the unaudited pro forma statements of operations are
presented as if the sale of the Assets Sold occurred on January
1, 1997.
Historical - Represents the Registrant's balance sheet as of
September 30, 1998 and the Registrant's statements of
operations for the nine months ended September 30, 1998 and
the year ended December 31, 1997.
Assets Sold - Reflects the results of operations for the
nine months ended September 30, 1998 and the year ended
December 31, 1997 from the oil and gas properties prior to
the sale in 1998.
Note 2: Pro Forma Entries
(a) To record the sale of the Assets Sold as if such sale
had occurred on September 30, 1998. The aggregate cash
proceeds of $70,735 were initially utilized to increase
cash and cash equivalents and will be partially
distributed to the partners.
(b) Reflects gross oil and gas sales net of lease operating cost
and production taxes for the Assets Sold for the periods
represented.
(c)Depletion for the periods represented was calculated
for the Assets Sold under the units of revenue method.
Under the units of revenue method, depletion 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.
Note 3: Oil and Gas Information
The following unaudited pro forma supplemental information
regarding the oil and gas activities of the Registrant is
presented pursuant to the disclosure requirements promulgated by
the Securities and Exchange Commission and Statement of Financial
Accounting Standard No. 69, "Disclosures About Oil and Gas
Producing Activities". The pro forma combined reserve
information is presented as if the sale of the Assets Sold had
occurred on January 1, 1997. Information for oil is presented in
barrels (bbls) and for gas in thousands of cubic feet (Mcf).
The Registrant emphasizes that reserve estimates are
inherently imprecise and subject to revision. Accordingly, the
estimates are expected to change, as future information becomes
available.
<PAGE>
Southwest Royalties Institutional Income Fund XI-A, L.P.
Notes to Unaudited Pro Forma Financial Statements
December 31, 1997 and September 30, 1998
Note 3: Oil and Gas Information - continued
Set forth below is a pro forma summary of the changes in the
net quantities of oil and gas reserves for the year ended
December 31, 1997.
Oil (bbls) Gas (Mcf)
---------- ---------
Net proved reserves at January 1, 1997123,000 1,739,000
Revisions of previous estimates (46,000)
(697,000)
Production (11,000) (147,000)
Sales (2,000) (1,000)
------- ---------
Net proved reserves at December 31, 199764,000 894,000
======= =========
The pro forma estimated present value of future net revenues
of proved reserves, calculated using December 31, 1997 prices of
$16.09 per barrel of oil and $2.12 per Mcf of gas, discounted at
10%, was approximately $970,975 at December 31, 1997.
<PAGE>
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
Royalties Institutional Income Fund
XI-A, L.P.
By:
Southwest Royalties, Inc.
Managing General Partner
By:
/s/ Bill E. Coggin
- -------------------------
Bill E. Coggin
Vice President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person
on behalf of the Partnership and in the capacity and on the date
indicated.
Date: December 16, 1998 /s/ Bill E. Coggin
----------------------------------
Bill E. Coggin, Vice President and
Chief Financial Officer
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