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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, 2000
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 33-47668-01
SOUTHWEST ROYALTIES INSTITUTIONAL 1992-93 INCOME PROGRAM
Southwest Royalties Institutional Income Fund XI-A, L.P.
(Exact name of registrant as specified
in its limited partnership agreement)
Delaware 75-2427297
(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.
<PAGE>
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, 1999 which are found in the Registrant's Form
10-K Report for 1999 filed with the Securities and Exchange Commission.
The December 31, 1999 balance sheet included herein has been taken from the
Registrant's 1999 Form 10-K Report. Operating results for the three month
period ended March 31, 2000 are not necessarily indicative of the results
that may be expected for the full year.
<PAGE>
Southwest Royalties Institutional Income Fund XI-A, L.P.
Balance Sheets
March 31, December 31,
2000 1999
--------- ------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 36,415 30,195
Receivable from Managing General Partner 61,455 57,750
--------- ---------
Total current assets 97,870 87,945
--------- ---------
Oil and gas properties - using the
full-cost method of accounting 2,029,769 2,029,769
Less accumulated depreciation,
depletion and amortization 1,603,862 1,591,862
--------- ---------
Net oil and gas properties 425,907 437,907
--------- ---------
$ 523,777 525,852
========= =========
Liabilities and Partners' Equity
Partners' equity:
General partners $ (25,823) (23,815)
Limited partners 549,600 549,667
--------- ---------
Total partners' equity 523,777 525,852
--------- ---------
$ 523,777 525,852
========= =========
<PAGE>
Southwest Royalties Institutional Income Fund XI-A, L.P.
Statements of Operations
(unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
Revenues
Income from net profits interests $ 79,823 9,562
Interest 518 483
------- -------
80,341 10,045
------- -------
Expenses
General and administrative 10,416 11,932
Depreciation, depletion and amortization 12,000 15,000
------- -------
22,416 26,932
------- -------
Net income (loss) $ 57,925 (16,887)
======= =======
Net income (loss) allocated to:
Managing General Partner $ 6,293 (170)
======= =======
General partner $ 699 (19)
======= =======
Limited partners $ 50,933 (16,698)
======= =======
Per limited partner unit $ 9.40 (3.08)
======= =======
<PAGE>
Southwest Royalties Institutional Income Fund XI-A, L.P.
Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
Cash flows from operating activities:
Cash received from oil and gas sales $ 81,707 20,744
Cash paid to suppliers (16,005) (8,192)
Interest received 518 483
-------- --------
Net cash provided by operating activities 66,220 13,035
-------- --------
Cash flows used in financing activities:
Distributions to partners (60,000) (44,960)
-------- --------
Net increase (decrease) in cash and cash equivalents 6,220
(31,925)
Beginning of period 30,195 57,406
-------- --------
End of period $ 36,415 25,481
======== ========
(continued)
<PAGE>
Southwest Royalties Institutional Income Fund XI-A, L.P.
Statements of Cash Flows, continued
(unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
Reconciliation of net income (loss) to net cash
provided by operating activities:
Net income (loss) $ 57,925 (16,887)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depletion, depreciation and amortization 12,000 15,000
Decrease in receivables 1,884 11,182
(Decrease) increase in payables (5,589) 3,740
------- -------
Net cash provided by operating activities $ 66,220 13,035
======= =======
<PAGE>
Southwest Royalties Institutional Income Fund XI-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Royalties Institutional 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 a 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, 2000, and for the
three months ended March 31, 2000, 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, 1999.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Southwest Royalties Institutional Income Fund XI-A, L.P. (the "Partnership"
or "Registrant") 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
Royalties Institutional 1992-93 Income Program. Minimum capital
requirements for the Partnership were met on December 10, 1992, with the
offering of limited partnership interests concluding April 30, 1993. At
the conclusion of the offering of limited partnership interests, 217
limited partners had purchased 5,418 units for $2,709,000.
The Partnership was formed to acquire royalty and net profits 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 farm-out 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 the year to enhance production.
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.
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 March 31, 2000, the net capitalized costs did not
exceed the estimated present value of oil and gas reserves.
<PAGE>
Results of Operations
A. General Comparison of the Quarters Ended March 31, 2000 and 1999
The following table provides certain information regarding performance
factors for the quarters ended March 31, 2000 and 1999:
Three Months
Ended Percentage
March 31, Increase
2000 1999 (Decrease)
---- ---- ----------
Average price per barrel of oil $ 24.63 8.83 179%
Average price per mcf of gas $ 2.99 1.62 85%
Oil production in barrels 1,800 1,900 (5%)
Gas production in mcf 25,200 24,700 2%
Income from net profits interests $ 79,823 9,562 735%
Partnership distributions $ 60,000 44,960 33%
Limited partner distributions $ 54,000 43,960 23%
Per unit distribution to limited
partners $ 9.96 8.11 23%
Number of limited partner units 5,418 5,418
Revenues
The Partnership's income from net profits interests increased to $79,823
from $9,562 for the quarters ended March 31, 2000 and 1999, respectively,
an increase of 735%. The principal factors affecting the comparison of the
quarters ended March 31, 2000 and 1999 are as follows:
1. The average price for a barrel of oil received by the Partnership
increased during the quarter ended March 31, 2000 as compared to the
quarter ended March 31, 1999 by 179%, or $15.80 per barrel, resulting
in an increase of approximately $30,000 in income from net profits
interests. Oil sales represented 37% of total oil and gas sales during
the quarter ended March 31, 2000 and 30% during quarter ended March 31,
1999.
The average price for an mcf of gas received by the Partnership
increased during the same period by 85%, or $1.37 per mcf, resulting in
an increase of approximately $33,800 in income from net profits
interests.
The total increase in income from net profits interests due to the
change in prices received from oil and gas production is approximately
$63,800. 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.
<PAGE>
2. Oil production decreased approximately 100 barrels or 5% during the
quarter ended March 31, 2000 as compared to the quarter ended March 31,
1999, resulting in a decrease of approximately $2,500 in income from
net profits interests.
Gas production increased approximately 500 mcf or 2% during the same
period, resulting in an increase of approximately $1,500 in income from
net profits interests.
The net total decrease in income from net profits interests due to the
change in production is approximately $1,000.
3. Lease operating costs and production taxes were 15% lower, or
approximately $7,200 less during the quarter ended March 31, 2000 as
compared to the quarter ended March 31, 1999. The decrease is
primarily due to repairs and maintenance performed during the first
quarter of 1999.
Costs and Expenses
Total costs and expenses decreased to $22,416 from $26,932 for the quarters
ended March 31, 2000 and 1999, respectively, a decrease of 17%. The
decrease is the result of lower depletion expense and general and
administrative expense.
1. General and administrative costs consists of independent accounting and
engineering fees, computer services, postage, and Managing General
Partner personnel costs. General and administrative costs decreased
13% or approximately $1,500 during the quarter ended March 31, 2000 as
compared to the quarter ended March 31, 1999. The decrease is a result
of the Managing General Partners' reducing the management fee.
2. Depletion expense decreased to $12,000 for the quarter ended March 31,
2000 from $15,000 for the same period in 1999. 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. Contributing
factors to the decline in depletion expense between the comparative
periods were the increase in oil and gas revenue and the increase in
the price of oil used to determine the Partnership's reserves.
<PAGE>
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 $66,200 in
the quarter ended March 31, 2000 as compared to approximately $13,000 in
the quarter ended March 31, 1999. The primary source of the 2000 cash flow
from operating activities was profitable operations.
Cash flows used in financing activities were approximately $60,000 in the
quarter ended March 31, 2000 as compared to approximately $45,000 in the
quarter ended March 31, 1999. The only use in financing activities was the
distributions to partners.
Total distributions during the quarter ended March 31, 2000 were $60,000 of
which $54,000 was distributed to the limited partners and $6,000 to the
general partners. The per unit distribution to limited partners during the
quarter ended March 31, 2000 was $9.96. Total distributions during the
quarter ended March 31, 1999 were $44,960 of which $43,960 was distributed
to the limited partners and $1,000 to the general partners. The per unit
distribution to limited partners during the quarter ended March 31, 1999
was $8.11.
The primary source for the 2000 distributions of $60,000 was oil and gas
operations of approximately $66,200. The primary source for the 1999
distributions of $45,000 was oil and gas operations of approximately
$13,000, with the balance from available cash on hand at the beginning of
the period.
Since inception of the Partnership, cumulative monthly cash distributions
of $1,774,408 have been made to the partners. As of March 31, 2000,
$1,622,658 or $299.49 per limited partner unit has been distributed to the
limited partners, representing a 59% return of the capital contributed.
As of March 31, 2000, the Partnership had approximately $97,900 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.
Liquidity - Managing General Partner
The Managing General Partner has a highly leveraged capital structure with
over $50.1 million principal and $17.5 million interest payments due in
2000 on its debt obligations. Due to the severely depressed commodity
prices experienced during the last quarter of 1997, throughout 1998 and
continuing through the second quarter of 1999 the Managing General Partner
is experiencing difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations. The Managing General Partner is
currently in the process of renegotiating the terms of its various
obligations with its creditors and/or attempting to seek new lenders or
equity investors. Additionally, the Managing General Partner would
consider disposing of certain assets in order to meet its obligations.
There can be no assurance that the Managing General Partner's debt
restructuring efforts will be successful or that the lenders will agree to
a course of action consistent with the Managing General Partners
requirements in restructuring the obligations. Even if such agreement is
reached, it may require approval of additional lenders, which is not
assured. Furthermore, there can be no assurance that the sales of assets
can be successfully accomplished on terms acceptable to the Managing
General Partner. Under current circumstances, the Managing General
Partner's ability to continue as a going concern depends upon its ability
to (1) successfully restructure its obligations or obtain additional
financing as may be required, (2) maintain compliance with all debt
covenants, (3) generate sufficient cash flow to meet its obligations on a
timely basis, and (4) achieve satisfactory levels of future earnings. If
the Managing General Partner is unsuccessful in its efforts, it may be
unable to meet its obligations making it necessary to undertake such other
actions as may be appropriate to preserve asset values.
<PAGE>
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.
<PAGE>
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 ROYALTIES INSTITUTIONAL
INCOME FUND XI-A, L.P.
a Delaware limited partnership
By: Southwest Royalties, Inc.
Managing General Partner
By: /s/ J Steven Person
------------------------------
J Steven Person, Vice-President of
Marketing and Chief Financial Officer
of Southwest Royalties, Inc.
the Managing General Partner
Date: May 15, 2000
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at March 31, 2000 (Unauidted) and the Statement of Operations
for the Three Months Ended March 31, 2000 (Unauidted) and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 36,415
<SECURITIES> 0
<RECEIVABLES> 61,455
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 97,870
<PP&E> 2,029,769
<DEPRECIATION> 1,603,862
<TOTAL-ASSETS> 523,777
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 523,777
<TOTAL-LIABILITY-AND-EQUITY> 523,777
<SALES> 79,823
<TOTAL-REVENUES> 80,341
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,416
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 57,925
<INCOME-TAX> 0
<INCOME-CONTINUING> 57,925
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57,925
<EPS-BASIC> 9.40
<EPS-DILUTED> 9.40
</TABLE>
