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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, 2006
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 large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer ___ Accelerated filer ___
Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
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 19.
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.
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.
Standardized measure of discounted future net cash flows.
Present value of proved reserves, as adjusted to give effect to
estimated future abandonment costs, net of the estimated salvage
value of related equipment.
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, 2005, which are found in the
Registrant's Form 10-K Report for 2005 filed with the Securities and
Exchange Commission. The December 31, 2005 balance sheet included
herein has been taken from the Registrant's 2005 Form 10-K Report.
Operating results for the three month period ended March 31, 2006 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,
2006 2005
------ ------
(unaudit
ed)
Assets
- ----------
Current assets:
Cash and cash equivalents $ 145,203 146,379
Receivable from Managing 128,479 141,931
General Partner
Distribution receivable - 305
Other 4,326 3,850
-------- --------
---- ----
Total current assets 278,008 292,465
-------- --------
---- ----
Oil and gas properties -
using the full-
cost method of accounting 4,670,20 4,669,07
1 9
Less accumulated
depreciation,
depletion and 4,202,15 4,194,02
amortization 9 9
-------- --------
---- ----
Net oil and gas 468,042 475,050
properties
-------- --------
---- ----
$ 746,050 767,515
======= =======
Liabilities and Partners'
Equity
- ----------------------------
- ------------
Asset retirement obligation $ 265,624 260,759
-------- --------
---- ----
Partners' equity (deficit):
General partner (586,433 (583,800
) )
Limited partners 1,066,85 1,090,55
9 6
-------- --------
---- ----
Total partners' equity 480,426 506,756
-------- --------
---- ----
$ 746,050 767,515
======= =======
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,
2006 2005
----- -----
Revenues
- -------------
Oil and gas $ 324,306 255,518
Interest 1,129 280
-------- --------
---- ----
325,435 255,798
-------- --------
---- ----
Expenses
- ------------
Production 81,079 86,527
Depreciation, depletion and 8,130 6,847
amortization
Accretion expense 5,140 2,523
General and administrative 32,416 31,404
-------- --------
---- ----
126,765 127,301
-------- --------
---- ----
Net income $ 198,670 128,497
======= =======
Net income allocated to:
Managing General Partner $ 19,867 12,850
======= =======
Limited partners $ 178,803 115,647
======= =======
Per limited partner unit $ 11.92 7.71
======= =======
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,
2006 2005
----- -----
Cash flows from operating
activities:
Cash received from oil and gas $ 337,282 262,888
sales
Cash paid to suppliers (113,770 (117,931
) )
Interest received 1,129 280
-------- --------
-- --
Net cash provided by operating 224,641 145,237
activities
-------- --------
-- --
Cash flows used in investing
activities:
Additions to oil and gas (1,122) (568)
properties
-------- --------
-- --
Cash flows from financing
activities:
Distributions to partners (225,000 (150,000
) )
Increase in distribution payable 305 2,252
-------- --------
-- --
Net cash used in financing (224,695 (147,748
activities ) )
-------- --------
-- --
Net decrease in cash and cash (1,176) (3,079)
equivalents
Beginning of period 146,379 69,020
-------- --------
-- --
End of period $ 145,203 65,941
====== ======
Reconciliation of net income to
net cash
provided by operating
activities:
Net income $ 198,670 128,497
Adjustments to reconcile net
income to net cash
provided by operating
activities:
Depreciation, depletion and 8,130 6,847
amortization
Accretion of asset retirement 5,140 2,523
obligation
Settlement of asset retirement
obligations for
plugged and abandoned wells (275) -
Decrease in receivables 12,976 7,370
-------- --------
-- --
Net cash provided by operating $ 224,641 145,237
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, 2006, and for
the three months ended March 31, 2006, 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, 2005.
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.
Southwest Oil & Gas Income Fund VII-A, L.P.
(a Delaware limited partnership)
Notes to Financial Statements
3. Asset Retirement Obligations
Changes in abandonment obligations for the three months ended
March 31, 2006 and 2005 are as follows:
2006 2005
------- -------
Beginning of period $ 260,759 187,858
Settlement of obligations for (275) -
plugged and abandoned wells
Accretion expense 5,140 2,523
------- -------
------- -----
End of period $ 265,624 190,381
======= =======
=
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, 2006, 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.
Supplemental Information
The following unaudited information is intended to supplement the
financial statements included in this Form 10-Q with data that is not
readily available from those statements.
Three Months Ended
March 31,
2006 2005
------ ------
Oil production in 3,915 4,319
barrels
Gas production in mcf 13,416 14,089
Total (BOE) 6,151 6,667
Average price per barrel $ 57.17
of oil 41.77
Average price per mcf of $ 7.49
gas 5.33
Partnership $ 225,000 150,000
distributions
Limited partner $ 202,500 135,000
distributions
Per unit distribution to $ 13.50
limited partners 9.00
Number of limited 15,000 15,000
partner units
Operating Results
The following discussion compares our results for the quarters ended
March 31, 2006 and 2005. Unless otherwise indicated, references to
2006 and 2005 within this section refer to the respective quarterly
period.
Income from net profits
Oil and gas prices continued to climb to record levels compared to
the previous two years. Comparing 2006 to 2005, oil and gas sales
increased $68,800, of which price variances accounted for a $89,300
increase and production variances accounted for a $20,500 decrease.
Production in 2006 (on a BOE basis) was 8% lower than 2005. Our oil
production in 2006 was 9% lower than 2005 and our gas production was
5% lower in 2006 than 2005 due primarily to normal production
declines.
In 2006, our realized oil price was 37% higher than 2005, while our
realized gas price was 41% higher. Historically, the markets for oil
and gas have been volatile, and they are likely to continue to be
volatile. We have very little control over the prices we receive for
our production at the wellhead since most of our physical marketing
arrangements are market-sensitive.
Oil and gas production costs on a BOE basis increased from $12.98 per
BOE in 2005 to $13.18 per BOE in 2006.
Expenses
Depletion on a BOE basis increased 29% in 2006. Comparing 2006 to
2005, depletion expense increased $1,300, of which rate variances
accounted for a $1,800 increase and production variances accounted
for a $500 decrease.
Accretion expense increased 104% in 2006 due primarily to revisions
in previous estimates related to increased costs to plug wells.
General and administrative ("G&A") expenses were 3% higher than 2006
as compared to 2005.
Liquidity and Capital Resources
Partnership distributions during the quarter ending March 31, 2006
were $225,000, of which $202,500 was distributed to the limited
partners and $22,500 to the general partners. Cumulative cash
distributions of $12,978,019 have been made to the general and
limited partners as of March 31, 2006. As of March 31, 2006,
$11,698,410 or $779.89 per limited partner unit has been distributed
to the limited partners, representing 156% of contributed capital.
Recent Accounting Pronouncements
There were no recent accounting pronouncements that had a significant
effect on the partnership.
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, 2006 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 15, 2006
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 15, 2006 /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 15, 2006 /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, 2006 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 15, 2006
/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 15, 2006