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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, 2005
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 0-16493
Southwest Oil & Gas Income Fund VII-A, L.P.
(Exact name of registrant as specified
in its limited partnership agreement)
Delaware 75-2145576
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
6 Desta Drive, Suite 6500
Midland, Texas 79705
(Address of principal executive offices)
(432) 682-6324
(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 ___
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes No 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 20.
Glossary of Oil and Gas Terms
The following are abbreviations and definitions of terms commonly
used in the oil and gas industry that are used in this filing. All
volumes of natural gas referred to herein are stated at the legal
pressure base to the state or area where the reserves exit and at 60
degrees Fahrenheit and in most instances are rounded to the nearest
major multiple.
Bbl. One stock tank barrel, or 42 United States gallons liquid
volume.
BOE. Equivalent barrels of oil, with natural gas converted to
oil equivalents based on a ratio of six Mcf of natural gas to one Bbl
of oil.
Developmental well. A well drilled within the proved area of an
oil or natural gas reservoir to the depth of a stratigraphic horizon
known to be productive.
Exploratory well. A well drilled to find and produce oil or gas
in an unproved area to find a new reservoir in a field previously
found to be productive of oil or natural gas in another reservoir or
to extend a known reservoir.
Farm-out arrangement. An agreement whereby the owner of a
leasehold or working interest agrees to assign his interest in
certain specific acreage to an assignee, retaining some interest,
such as an overriding royalty interest, subject to the drilling of
one (1) or more wells or other specified performance by the assignee.
Field. An area consisting of a single reservoir or multiple
reservoirs all grouped on or related to the same individual
geological structural feature and/or stratigraphic condition.
Mcf. One thousand cubic feet.
Net Profits Interest. An agreement whereby the owner receives a
specified percentage of the defined net profits from a producing
property in exchange for consideration paid. The net profits
interest owner will not otherwise participate in additional costs and
expenses of the property.
Oil. Crude oil, condensate and natural gas liquids.
Overriding royalty interest. Interests that are carved out of a
working interest, and their duration is limited by the term of the
lease under which they are created.
Present value and PV-10 Value. When used with respect to oil and
natural gas reserves, the estimated future net revenue to be
generated from the production of proved reserves, determined in all
material respects in accordance with the rules and regulations of the
SEC (generally using prices and costs in effect as of the date
indicated) without giving effect to non-property related expenses
such as general and administrative expenses, debt service and future
income tax expenses or to depreciation, depletion and amortization,
discounted using an annual discount rate of 10%.
Production costs. Costs incurred to operate and maintain wells
and related equipment and facilities, including depreciation and
applicable operating costs of support equipment and facilities and
other costs of operating and maintaining those wells and related
equipment and facilities.
Proved Area. The part of a property to which proved reserves
have been specifically attributed.
Proved developed oil and gas reserves. Proved oil and gas
reserves that can be expected to be recovered from existing wells
with existing equipment and operating methods.
Proved properties. Properties with proved reserves.
Proved oil and gas reserves. The estimated quantities of crude
oil, natural gas, and natural gas liquids with geological and
engineering data that demonstrate with reasonable certainty to be
recoverable in future years from known reservoirs under existing
economic and operating conditions, i.e., prices and costs as of the
date the estimate is made.
Proved undeveloped reserves. Proved oil and gas reserves that
are expected to be recovered from new wells on undrilled acreage, or
from existing wells where a relatively major expenditure is required
for recompletion.
Reservoir. A porous and permeable underground formation
containing a natural accumulation of producible oil or gas that is
confined by impermeable rock or water barriers and is individual and
separate from other reservoirs.
Royalty interest. An interest in an oil and natural gas property
entitling the owner to a share of oil or natural gas production free
of costs of production.
Working interest. The operating interest that gives the owner
the right to drill, produce and conduct operating activities on the
property and a share of production.
Workover. Operations on a producing well to restore or increase
production.
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, 2004, which are found in the
Registrant's Form 10-K Report for 2004 filed with the Securities and
Exchange Commission. The December 31, 2004 balance sheet included
herein has been taken from the Registrant's 2004 Form 10-K Report.
Operating results for the three month period ended March 31, 2005 are
not necessarily indicative of the results that may be expected for
the full year.
Southwest Oil & Gas Income Fund VII-A, L.P.
Balance Sheets
March December
31, 31,
2005 2004
------ ------
(unaudit
ed)
Assets
- ----------
Current assets:
Cash and cash equivalents $ 65,941 69,020
Receivable from Managing 136,520 144,290
General Partner
Oklahoma withholding 1,039 639
prepayment
-------- --------
---- ----
Total current assets 203,500 213,949
-------- --------
---- ----
Oil and gas properties -
using the full-
cost method of accounting 4,580,77 4,580,20
4 6
Less accumulated
depreciation,
depletion and 4,171,32 4,164,47
amortization 6 9
-------- --------
---- ----
Net oil and gas 409,448 415,727
properties
-------- --------
---- ----
$ 612,948 629,676
======= =======
Liabilities and Partners'
Equity
- ----------------------------
- ------------
Current liability - $ 5,579 3,327
distribution payable
-------- --------
---- ----
Asset retirement obligation 190,381 187,858
-------- --------
---- ----
Partners' equity (deficit):
General partner (592,777 (590,627
) )
Limited partners 1,009,76 1,029,11
5 8
-------- --------
---- ----
Total partners' equity 416,988 438,491
-------- --------
---- ----
$ 612,948 629,676
======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund VII-A, L.P.
Statements of Operations
(unaudited)
Three Months Ended
March 31,
2005 2004
----- -----
Revenues
- -------------
Oil and gas $ 255,518 276,385
Interest 280 158
Other - 250
-------- --------
---- ----
255,798 276,793
-------- --------
---- ----
Expenses
- ------------
Production 86,527 88,049
Depreciation, depletion and 6,847 7,000
amortization
Accretion expense 2,523 3,559
General and administrative 31,404 31,081
-------- --------
---- ----
127,301 129,689
-------- --------
---- ----
Net income $ 128,497 147,104
======= =======
Net income allocated to:
Managing General Partner $ 12,850 14,710
======= =======
Limited partners $ 115,647 132,394
======= =======
Per limited partner unit $ 7.71
8.83
======= =======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund VII-A, L.P.
Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
2005 2004
----- -----
Cash flows from operating
activities:
Cash received from oil and gas $ 262,888 235,745
sales
Cash paid to suppliers (117,931 (119,130
) )
Interest received 280 158
Other - 250
-------- --------
-- --
Net cash provided by operating 145,237 117,023
activities
-------- --------
-- --
Cash flows used in investing
activities:
Additions to oil and gas (568) (762)
properties
-------- --------
-- --
Cash flows from financing
activities:
Distributions to partners (150,000 (140,000
) )
Increase in distribution payable 2,252 833
-------- --------
-- --
Net cash used in financing (147,748 (139,167
activities ) )
-------- --------
-- --
Net decrease in cash and cash (3,079) (22,906)
equivalents
Beginning of period 69,020 72,631
-------- --------
-- --
End of period $ 65,941 49,725
====== ======
Reconciliation of net income to
net cash
provided by operating
activities:
Net income $ 128,497 147,104
Adjustments to reconcile net
income to net cash
provided by operating
activities:
Depreciation, depletion and 6,847 7,000
amortization
Accretion of asset retirement 2,523 3,559
obligation
Decrease (increase) in 7,370 (40,640)
receivables
(Decrease) increase in payables - -
-------- --------
-- --
Net cash provided by operating $ 145,237 117,023
activities
====== ======
The accompanying notes are an integral
part of these financial statements.
Southwest Oil & Gas Income Fund VII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
1. Organization
Southwest Oil & Gas Income Fund VII-A, L.P. was organized under
the laws of the state of Delaware on January 30, 1987, 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 sells 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., a wholly owned
subsidiary of Clayton Williams Energy, Inc., serves as the
Managing General Partner. Revenues, costs and expenses are
allocated as follows:
Limited General
Partners Partners
-------- --------
--- ---
Interest income on capital 100% -
contributions
Oil and gas sales 90% 10%
All other revenues 90% 10%
Organization and offering 100% -
costs (1)
Amortization of organization 100% -
costs
Property acquisition costs 100% -
Gain/loss on property 90% 10%
dispositions
Operating and administrative 90% 10%
costs (2)
Depreciation, depletion and
amortization
of oil and gas properties 90% 10%
All other costs 90% 10%
(1)All organization costs in excess of 3% of initial
capital contributions will be paid by the Managing General
Partner and will be treated as a capital contribution. The
Partnership paid the Managing General Partner an amount
equal to 3% of initial capital contributions for such
organization costs.
(2)Administrative costs in any year, which exceed 2% of
capital contributions shall be paid by the Managing General
Partner and will be treated as a capital contribution.
2. Summary of Significant Accounting Policies
The interim financial information as of March 31, 2005, and for
the three months ended March 31, 2005, 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 Partnership's Annual
Report on Form 10-K for the year ended December 31, 2004.
In September 2004, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 106 ("SAB 106"). SAB 106 expresses
the SEC staff's views regarding SFAS No. 143 and its impact on
both the full-cost ceiling test and the calculation of depletion
expense. In accordance with SAB 106, beginning in the first
quarter of 2005, undiscounted abandonment costs for wells to be
drilled in the future to develop proved reserves are included in
the unamortized cost of oil and gas properties, net of related
salvage value, for purposes of computing depreciation, depletion
and amortization ("DD&A"). The implementation of SAB 106 did not
have a material impact on our financial statements.
Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations
General
Southwest Oil & Gas Income Fund VII-A, L.P. was organized as a
Delaware limited partnership on January 30, 1987. The offering of
limited partnership interests began on March 4, 1987, minimum capital
requirements were met on April 28, 1987 and the offering concluded on
September 21, 1987, with total limited partner contributions of
$7,500,000.
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 are not 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. The economic life of the Partnership thus depends 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, increases and decreases in 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 decline in later years based on
these factors.
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 sold.
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, 2005, the net
capitalized costs did not exceed the estimated present value of oil
and gas reserves.
Critical Accounting Policies
The Partnership follows the full cost method of accounting for its
oil and gas properties. The full cost method subjects companies to
quarterly calculations of a "ceiling", or limitation on the amount of
properties that can be capitalized on the balance sheet. If the
Partnership's capitalized costs are in excess of the calculated
ceiling, the excess must be written off as an expense.
The Partnership's discounted present value of its proved oil and
natural gas reserves is a major component of the ceiling calculation,
and represents the component that requires the most subjective
judgments. Estimates of reserves are forecasts based on engineering
data, projected future rates of production and the timing of future
expenditures. The process of estimating oil and natural gas reserves
requires substantial judgment, resulting in imprecise determinations,
particularly for new discoveries. Different reserve engineers may
make different estimates of reserve quantities based on the same
data. The Partnership's reserve estimates are prepared by outside
consultants.
The passage of time provides more qualitative information regarding
estimates of reserves, and revisions are made to prior estimates to
reflect updated information. However, there can be no assurance that
more significant revisions will not be necessary in the future. If
future significant revisions are necessary that reduce previously
estimated reserve quantities, it could result in a full cost property
writedown. In addition to the impact of these estimates of proved
reserves on calculation of the ceiling, estimates of proved reserves
are also a significant component of the calculation of depletion,
depreciation, and amortization ("DD&A").
While the quantities of proved reserves require substantial judgment,
the associated prices of oil and natural gas reserves that are
included in the discounted present value of the reserves do not
require judgment. The ceiling calculation dictates that prices and
costs in effect as of the last day of the period are generally held
constant indefinitely. Because the ceiling calculation dictates that
prices in effect as of the last day of the applicable quarter are
held constant indefinitely, the resulting value is not indicative of
the true fair value of the reserves. Oil and natural gas prices have
historically been cyclical and, on any particular day at the end of a
quarter, can be either substantially higher or lower than the
Partnership's long-term price forecast that is a barometer for true
fair value.
Results of Operations
General Comparison of the Quarters Ended March 31, 2005 and 2004
The following table provides certain information regarding
performance factors for the quarters ended March 31, 2005 and 2004:
Three Months
Ended Percenta
ge
March 31, Increase
2005 2004 (Decreas
e)
---- ---- --------
--
Oil production in 4,319 4,480 (4%)
barrels
Gas production in mcf 14,089 21,930 (36%)
Total BOE 6,667 8,135 (18%)
Average price per $ 41.77 28%
barrel of oil 32.71
Average price per mcf $ 5.33 (10%)
of gas 5.92
Oil and gas revenue $ 255,518 276,385 (8%)
Production expense $ 86,527 88,049 (2%)
Partnership $ 150,000 140,000 7%
distributions
Limited partner $ 135,000 126,000 7%
distributions
Per unit distribution
to limited
partners $ 9.00 7%
8.40
Number of limited 15,000 15,000
partner units
Revenues
The Partnership's oil and gas revenues decreased to $255,518 from
$276,385 for the quarters ended March 31, 2005 and 2004,
respectively, a decrease of 8%. The principal factors affecting the
comparison of the quarters ended March 31, 2005 and 2004 are as
follows:
The average price for a barrel of oil received by the Partnership
increased during the quarter ended March 31, 2005 as compared to the
quarter ended March 31, 2004 by 28%, or $9.06 per barrel, resulting
in an increase of approximately $39,100 in revenues. Oil sales
represented 71% of total oil and gas sales during the quarter ended
March 31, 2005 as compared to 53% during the quarter ended March 31,
2004.
The average price for an mcf of gas received by the Partnership
decreased during the same period by 10%, or $.59 per mcf, resulting
in a decrease of approximately $8,300 in revenues.
The net total increase in revenues due to the change in prices
received from oil and gas production is approximately $30,800. 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.
Oil production decreased approximately 161 barrels or 4% during the
quarter ended March 31, 2005 as compared to the quarter ended March
31, 2004, resulting in a decrease of approximately $5,300 in
revenues.
Gas production decreased approximately 7,841 mcf or 36% during the
same period, resulting in a decrease of approximately $46,400 in
revenues.
The total decrease in revenues due to the change in production is
approximately $51,700. The decrease in gas volumes is primarily due
to a steep production decline on one property.
Costs and Expenses
Total costs and expenses decreased to $127,301 for the quarter ended
March 31, 2005 from $129,689 for the same period in 2004. This
represents a decrease of 2%. The decrease is a result of lower
depletion expense, lease operating costs and accretion expense,
partially offset by an increase in general and administrative
expense.
Lease operating costs and production taxes were 2% lower, or
approximately $1,500 less during the quarter ended March 31, 2005 as
compared to the quarter ended March 31, 2004.
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 1% or approximately $300 during the quarter ended March 31,
2005 as compared to the quarter ended March 31, 2004.
Depletion expense decreased to $6,847 for the quarter ended March 31,
2005 from $7,000 for the same period in 2004. This represents a
decrease of 2%. The contributing factor to the decrease in depletion
expense is in relation to the BOE depletion rate for the quarter
ended March 31, 2005, which was $1.03 applied to 6,667 BOE as
compared to $.86 applied to 8,135 BOE for the same period in 2004.
Accretion expense decreased to $2,523 for the quarter ended March 31,
2005 from $3,559 for the same period in 2004. This represents a
decrease of 29%. The decrease in accretion is from discontinuing
accretion on several wells that reached their projected end of life
in 2004.
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.
Cash flows provided by operating activities were approximately
$145,200 in the quarter ended March 31, 2005 as compared to
approximately $117,000 in the quarter ended March 31, 2004.
Cash flows used in investing activities were $600 in the quarter
ended March 31, 2005 as compared to $800 in the quarter ended March
31, 2004. The principle use of the 2005 cash flow from investing
activities was the addition to oil and gas properties.
Cash flows used in financing activities were approximately $147,700
in the quarter ended March 31, 2005 as compared to approximately
$139,200 in the quarter ended March 31, 2004. The only use in
financing activities was the distributions to partners.
Total distributions during the quarter ended March 31, 2005 were
$150,000 of which $135,000 ($9.00 per unit) was distributed to the
limited partners and $15,000 to the general partner. Total
distributions during the quarter ended March 31, 2004 were $140,000
of which $126,000 ($8.40 per unit) was distributed to the limited
partners and $14,000 to the general partners.
The sources for the 2005 distributions of $150,000 were oil and gas
operations of approximately $145,200, with the balance from available
cash on hand at the beginning of the period. The sources for the
2004 distributions of $140,000 were oil and gas operations of
approximately $117,000, with the balance from available cash on hand
at the beginning of the period.
Cumulative cash distributions of $12,263,325 have been made to the
general and limited partners. As of March 31, 2005, $11,055,185 or
$737.01 per limited partner unit has been distributed to the limited
partners, representing 147% of contributed capital.
As of March 31, 2005, the Partnership had approximately $197,900 in
working capital. The Managing General Partner knows of no unusual
contractual commitments. Although the Partnership held many long-
lived properties at inception, because of the restrictions on
property development imposed by the partnership agreement, the
Partnership cannot develop its non-producing properties, if any.
Without continued development, the producing reserves continue to
deplete. Accordingly, as the Partnership's properties have matured
and depleted, the net cash flows from operations for the Partnership
has steadily declined, except in periods of substantially increased
commodity pricing. Maintenance of properties and administrative
expenses for the Partnership are increasing relative to production.
As the properties continue to deplete, maintenance of properties and
administrative costs as a percentage of production are expected to
continue to increase.
Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 153 "Exchanges
of Nonmonetary Assets, an amendment of APB Opinion No. 29"
("SFAS 153"). SFAS 153 specifies the criteria required to record a
nonmonetary asset exchange using carryover basis. SFAS 153 is
effective for nonmonetary asset exchanges occurring after July 1,
2005. The Partnership will adopt this statement in the third quarter
of 2005, and it is not expected to have a material effect on the
financial statements when adopted.
In September 2004, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 106 ("SAB 106"). SAB 106 expresses the
SEC staff's views regarding SFAS No. 143 and its impact on both the
full-cost ceiling test and the calculation of depletion expense. In
accordance with SAB 106, beginning in the first quarter of 2005,
undiscounted abandonment costs for wells to be drilled in the future
to develop proved reserves are included in the unamortized cost of
oil and gas properties, net of related salvage value, for purposes of
computing depreciation, depletion and amortization ("DD&A"). The
implementation of SAB 106 did not have a material impact on our
financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Partnership is not a party to any derivative or embedded
derivative instruments.
Item 4. Controls and Procedures
The Managing General Partner has established disclosure controls and
procedures that are adequate to provide reasonable assurance that
management will be able to collect, process and disclose both
financial and non-financial information, on a timely basis, in the
Partnership's reports to the SEC. Disclosure controls and procedures
include all processes necessary to ensure that material information
is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and is accumulated
and communicated to management, including our chief executive and
chief financial officers, to allow timely decisions regarding
required disclosures.
With respect to these disclosure controls and procedures:
management has evaluated the effectiveness of the
disclosure controls and procedures as of the end of the
period covered by this report;
this evaluation was conducted under the supervision and
with the participation of management, including the chief
executive and chief financial officers of the Managing
General Partner; and
it is the conclusion of chief executive and chief financial
officers of the Managing General Partner that these
disclosure controls and procedures are effective in
ensuring that information that is required to be disclosed
by the Partnership in reports filed or submitted with the
SEC is recorded, processed, summarized and reported within
the time periods specified in the rules and forms
established by the SEC.
Internal Control Over Financial Reporting
There has not been any change in the Partnership's internal control
over financial reporting that occurred during the quarter ended March
31, 2005 that has materially affected, or is reasonably likely to
materially affect, its internal control over financial reporting.
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:
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 Certification of Chief Executive Officer and Chief Financial
Officer
Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
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 VII-A,
L.P.,
a Delaware limited partnership
By: Southwest Royalties, Inc., Managing
General Partner
By: /s/ L. Paul Latham
L. Paul Latham
President and Chief Executive
Officer
Date: May 16, 2005
SECTION 302 CERTIFICATION Exhibit
31.1
I, L. Paul Latham, certify that:
1. I have reviewed this quarterly report on Form 10-Q
of Southwest Oil & Gas Income Fund VII-A, L.P.
2.Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c)Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5.The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons
performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b)Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: May 16, 2005 /s/ L. Paul Latham
L. Paul Latham
President and Chief Executive
Officer
of Southwest Royalties, Inc., the
Managing General Partner of
Southwest Oil & Gas Income Fund
VII-A, L.P.
SECTION 302 CERTIFICATION Exhibit
31.2
I, Mel G. Riggs, certify that:
1. I have reviewed this quarterly report on Form 10-Q
of Southwest Oil & Gas Income Fund VII-A. L.P.,
2.Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c)Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5.The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons
performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b)Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: May 16, 2005 /s/ Mel G. Riggs
Mel G. Riggs
Vice President and Chief Financial
Officer of
Southwest Royalties, Inc., the
Managing General Partner of
Southwest Oil & Gas Income Fund
VII-A, L.P.
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. 1350 and in connection with the accompanying
report on Form 10-Q for the period ended March 31, 2005 that is being
filed concurrently with the Securities and Exchange Commission on the
date hereof (the "Report"), each of the undersigned officers of
Southwest Oil & Gas Income Fund VII-A, L.P. (the "Company"), hereby
certifies that:
1. The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operation of the Company.
/s/ L. Paul Latham
L. Paul Latham
President and Chief Executive
Officer
of Southwest Royalties, Inc.,
the
Managing General Partner of
Southwest Oil & Gas Income
Fund VII-A, L.P.
May 16, 2005
/s/ Mel G. Riggs
Mel G. Riggs
Vice President and Chief Financial
Officer of
Southwest Royalties, Inc.,
the
Managing General Partner of
Southwest Oil & Gas Income
Fund VII-A, L.P.
May 16, 2005