Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - ROCKIES REGION 2007 LPFinancial_Report.xls
EX-31.1 - 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ROCKIES REGION 2007 LPrr07-ex311_20150331.htm
EX-32.1 - 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - ROCKIES REGION 2007 LPrr07-ex321_20150331.htm
EX-31.2 - 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER - ROCKIES REGION 2007 LPrr07-ex312_20150331.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

S  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the quarterly period ended March 31, 2015
or

£  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD ____________ TO ____________

Commission File Number 000-53201

Rockies Region 2007 Limited Partnership

(Exact name of registrant as specified in its charter)
 
West Virginia
 
26-0208835
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 

1775 Sherman Street, Suite 3000
Denver, Colorado 80203
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (303) 860-5800

Indicate by check mark whether the 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 R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes R No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  £
 
Accelerated filer  £
 
 
 
 
 
 
 
Non-accelerated filer £
 
Smaller reporting company R
 
 
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £  No R

As of March 31, 2015, this Partnership had 4,470 units of limited partnership interest and no units of additional general partnership interest outstanding.



Rockies Region 2007 Limited Partnership


TABLE OF CONTENTS






SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act") regarding this Partnership's business, financial condition and results of operations. PDC Energy, Inc. (“PDC”) is the Managing General Partner of this Partnership. All statements other than statements of historical facts included in and incorporated by reference into this report are “forward-looking statements” within the meaning of the safe harbor provisions of the United States ("U.S.") Private Securities Litigation Reform Act of 1995. Words such as expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements herein. These statements relate to, among other things: estimated crude oil, natural gas and natural gas liquids ("NGLs") reserves; additional development plans; anticipated capital expenditures and projects; the impact of high line pressures and the timing, availability, cost and effect of additional midstream facilities and services going forward; and the Managing General Partner's future strategies, plans and objectives.

The above statements are not the exclusive means of identifying forward-looking statements herein. Although forward-looking statements contained in this report reflect the Managing General Partner's good faith judgment, such statements can only be based on facts and factors currently known to the Managing General Partner. Consequently, forward-looking statements are inherently subject to risks and uncertainties, including known and unknown risks and uncertainties incidental to the development, production and marketing of crude oil, natural gas and NGLs, and actual outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.

Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:
changes in worldwide production volumes and demand, including economic conditions that might impact demand;
volatility of commodity prices for crude oil, natural gas and NGLs;
impact of governmental policies and/or regulations, including changes in environmental and other laws, the interpretation and enforcement related to those laws and regulations, liabilities arising thereunder and the costs to comply with those laws and regulations;
potential declines in the value of this Partnership's crude oil, natural gas and NGLs properties resulting in impairments;
changes in estimates of proved reserves;
inaccuracy of reserve estimates and expected production rates;
potential for production decline rates from this Partnership's wells being greater than expected;
availability of future cash flows for investor distributions or funding of development activities;
timing and extent of this Partnership's success in further developing and producing from this Partnership's reserves;
the Managing General Partner's ability to secure supplies and services at reasonable prices;
availability of sufficient pipeline, gathering and other transportation facilities and related infrastructure to process and transport this Partnership's production in the Wattenberg Field, and the impact of these facilities on the price this Partnership receives for its production;
timing and receipt of necessary regulatory permits;
risks incidental to the operation of crude oil and natural gas wells;
future cash flows, liquidity and financial condition;
competition within the oil and gas industry;
success of the Managing General Partner in marketing this Partnership's crude oil, natural gas and NGLs;
impact of environmental events, governmental and other third-party responses to such events and the Managing General Partner's ability to insure adequately against such events;
cost of pending or future litigation;
adjustments relating to asset dispositions that may be unfavorable to this Partnership;
the Managing General Partner's ability to retain or attract senior management and key technical employees; and
success of strategic plans, expectations and objectives for future operations of the Managing General Partner.

Further, this Partnership urges the reader to carefully review and consider the cautionary statements and disclosures made in this Quarterly Report on Form 10-Q, this Partnership's Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2015 and this Partnership's other filings with the SEC for further information on risks and uncertainties that could affect this Partnership's business, financial condition, results of operations and cash flows. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. This Partnership undertakes no obligation to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this report or currently unknown facts or conditions or the occurrence of unanticipated events. All forward looking statements are qualified in their entirety by this cautionary statement.

- 1-


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Rockies Region 2007 Limited Partnership
Condensed Balance Sheets
(unaudited)

 
March 31, 2015
 
December 31, 2014
Assets
 
 
 

Current assets:
 
 
 

Cash and cash equivalents
$
496,020

 
$
628,520

Accounts receivable
147,148

 
168,421

Crude oil inventory
46,751

 
37,394

Total current assets
689,919

 
834,335

Crude oil and natural gas properties, successful efforts method, at cost
15,704,419

 
15,661,273

Less: Accumulated depreciation, depletion and amortization
(9,043,522
)
 
(8,836,596
)
Crude oil and natural gas properties, net
6,660,897

 
6,824,677

Total Assets
$
7,350,816

 
$
7,659,012

 
 
 
 
Liabilities and Partners' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
19,797

 
$
19,545

Due to Managing General Partner-other, net
161,459

 
178,150

Total current liabilities
181,256

 
197,695

Asset retirement obligations
1,737,393

 
1,702,926

Total liabilities
1,918,649

 
1,900,621

 
 
 
 
Commitments and contingent liabilities


 


 
 
 
 
Partners' equity:
 
 
 
   Managing General Partner
(3,184,047
)
 
(3,063,343
)
   Limited Partners - 4,470 units issued and outstanding
8,616,214

 
8,821,734

Total Partners' equity
5,432,167

 
5,758,391

Total Liabilities and Partners' Equity
$
7,350,816

 
$
7,659,012

    






See accompanying notes to unaudited condensed financial statements.

- 2-


Rockies Region 2007 Limited Partnership
Condensed Statements of Operations
(unaudited)

 
Three months ended March 31,
 
2015
 
2014
Revenues:
 
 
 
Crude oil, natural gas and NGLs sales
$
426,356

 
$
1,200,367

 
 
 
 
Operating costs and expenses:
 
 
 
Crude oil, natural gas and NGLs production costs
268,665

 
240,173

Direct costs - general and administrative
21,713

 
36,253

Depreciation, depletion and amortization
206,926

 
674,712

Accretion of asset retirement obligations
34,467

 
17,913

Total operating costs and expenses
531,771

 
969,051

 
 
 
 
Net income (loss)
$
(105,415
)
 
$
231,316

 
 
 
 
Net income (loss) allocated to partners
$
(105,415
)
 
$
231,316

Less: Managing General Partner interest in net (loss) income
(39,004
)
 
85,587

Net income (loss) allocated to Investor Partners
$
(66,411
)
 
$
145,729

 
 
 
 
Net income (loss) per Investor Partner unit
$
(15
)
 
$
33

 
 
 
 
Investor Partner units outstanding
4,470

 
4,470






See accompanying notes to unaudited condensed financial statements.

- 3-


Rockies Region 2007 Limited Partnership
Condensed Statements of Cash Flows
(unaudited)

 
Three months ended March 31,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(105,415
)
 
$
231,316

Adjustments to net income (loss) to reconcile to net cash from operating activities:
 
 
 
Depreciation, depletion and amortization
206,926

 
674,712

Accretion of asset retirement obligations
34,467

 
17,913

Changes in assets and liabilities:
 
 
 
Accounts receivable
21,273

 
14,294

Crude oil inventory
(9,357
)
 
(11,021
)
Other assets

 
86,483

Accounts payable and accrued expenses
252

 
4,893

Due to Managing General Partner-other, net
(16,691
)
 
(116,872
)
Net cash from operating activities
131,455

 
901,718

 
 
 
 
Cash flows from investing activities:
 
 
 
Capital expenditures for crude oil and natural gas properties
(43,146
)
 

Net cash from investing activities
(43,146
)
 

 
 
 
 
Cash flows from financing activities:
 
 
 
Distributions to Partners
(220,809
)
 
(812,088
)
Net cash from financing activities
(220,809
)
 
(812,088
)
 
 
 
 
Net change in cash and cash equivalents
(132,500
)
 
89,630

Cash and cash equivalents, beginning of period
628,520

 
570,376

Cash and cash equivalents, end of period
$
496,020

 
$
660,006






See accompanying notes to unaudited condensed financial statements.

- 4-




ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2015
(unaudited)


Note 1 - General and Basis of Presentation

Rockies Region 2007 Limited Partnership (this “Partnership” or the “Registrant”) was organized in 2007 as a limited partnership, in accordance with the laws of the State of West Virginia, for the purpose of engaging in the exploration and development of crude oil and natural gas properties. Business operations commenced upon closing of an offering for the private placement of Partnership units. Upon funding, this Partnership entered into a Drilling and Operating Agreement (“D&O Agreement”) with the Managing General Partner which authorizes PDC to conduct and manage this Partnership's business. In accordance with the terms of the Limited Partnership Agreement (the “Agreement”), the Managing General Partner is authorized to manage all activities of this Partnership and initiates and completes substantially all Partnership transactions.

As of March 31, 2015, there were 1,777 limited partners in this Partnership (the “Investor Partners”). PDC is the designated Managing General Partner of this Partnership and owns a 37% Managing General Partner ownership in this Partnership. According to the terms of the Agreement, revenues, costs and cash distributions of this Partnership are allocated 63% to the Investor Partners, which are shared pro rata based upon the number of units in this Partnership, and 37% to the Managing General Partner. The Managing General Partner may repurchase Investor Partner units under certain circumstances provided by the Agreement, upon request of an individual Investor Partner. Through March 31, 2015, the Managing General Partner had repurchased 81 units of Partnership interest from the Investor Partners at an average price of $3,782 per unit. As of March 31, 2015, the Managing General Partner owned 38.1% of this Partnership, including the repurchased interest.

In the Managing General Partner's opinion, the accompanying condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of this Partnership's results for interim periods in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, pursuant to such rules and regulations, certain notes and other financial information included in the audited financial statements have been condensed or omitted. The information presented in this Quarterly Report on Form 10-Q should be read in conjunction with this Partnership's audited financial statements and notes thereto included in this Partnership's 2014 Form 10-K. This Partnership's accounting policies are described in the Notes to Financial Statements in this Partnership's 2014 Form 10-K and updated, as necessary, in this Quarterly Report on Form 10-Q. The results of operations and cash flows for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year or any future period.


Note 2 - Summary of Significant Accounting Policies

Recently Adopted Accounting Standards

In April 2014, the Financial Accounting Standards Board issued changes related to the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. Under the new pronouncement, a discontinued operation is defined as a disposal of a component of an organization that represents a strategic shift and that has a major effect on the organization's operations and financial results. These changes are to be applied prospectively for new disposals or components of this Partnership's business classified as held for sale during interim and annual periods beginning after December 15, 2014, with early adoption permitted. Adoption of this guidance did not impact this Partnership's financial statements.


- 5-




ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2015
(unaudited)

Recently Issued Accounting Standards    

In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued their converged standard on revenue recognition that provides a single, comprehensive model that entities will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The standard outlines a five-step approach to apply the underlying principle: (a) identify the contract with the customer, (b) identify the separate performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to separate performance obligations and (e) recognize revenue when (or as) each performance obligation is satisfied. Entities are permitted to adopt the revenue standard early, beginning with annual reporting periods after December 15, 2016. In April 2015, the FASB voted to propose that the revenue standard be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and can be adopted under the full retrospective method or simplified transition method. The Managing General Partner of this Partnership is currently evaluating the impact these changes will have on this Partnership's financial statements.

In August 2014, the FASB issued a new standard related to the disclosure of uncertainties about an entity's ability to continue as a going concern. The new standard will explicitly require management to assess an entity's ability to continue as a going concern every reporting period and to provide related footnote disclosures in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016, with early adoption permitted. The Managing General Partner of this Partnership is currently evaluating the impact these changes will have on this Partnership's financial statements.

In January 2015, the FASB issued new accounting guidance eliminating from current accounting guidance the concept of extraordinary items, which, among other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. This guidance is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Adoption of this guidance is not expected to have a significant impact on this Partnership's financial statements.

In February 2015, the FASB issued an accounting update modifying existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. The amendments in this update are effective for fiscal years and interim periods within those years beginning after December 15, 2015, and require either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. Adoption of this guidance is not expected to have a significant impact on this Partnership's financial statements.


- 6-




ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2015
(unaudited)

Note 3 - Transactions with Managing General Partner

The Managing General Partner transacts business on behalf of this Partnership under the authority of the D&O Agreement. Revenues and other cash inflows received by the Managing General Partner on behalf of this Partnership are distributed to the partners, net of corresponding operating costs and other cash outflows incurred on behalf of this Partnership.

The following table presents transactions with the Managing General Partner reflected in the condensed balance sheets line item “Due to Managing General Partner-other, net,” which remain undistributed or unsettled with this Partnership's investors as of the dates indicated:

    
 
March 31, 2015
 
December 31, 2014
Crude oil, natural gas and NGLs sales revenues
collected from this Partnership's third-party customers
$
149,403

 
$
219,542

Other (1)
(310,862
)
 
(397,692
)
Total Due to Managing General Partner-other, net
$
(161,459
)
 
$
(178,150
)

(1)
All other unsettled transactions between this Partnership and the Managing General Partner. The majority of these are capital expenditures, operating costs and general and administrative costs, which have not been deducted from distributions.

The following table presents Partnership transactions with the Managing General Partner for the three months ended March 31, 2015 and 2014. “Well operations and maintenance” is included in the “Crude oil, natural gas and NGLs production costs” line item on the condensed statements of operations.    
 
 Three months ended March 31,
 
2015
 
2014
 Well operations and maintenance
$
255,731

 
$
186,537

 Direct costs - general and administrative
21,713

 
36,253

 Cash distributions (1)
84,220

 
307,024


(1)
Cash distributions include $2,521 and $6,552 during the three months ended March 31, 2015 and 2014, respectively, related to equity cash distributions for Investor Partner units repurchased by PDC.

Note 4 - Fair Value Measurements

This Partnership's fair value measurements were estimated pursuant to a fair value hierarchy that requires this Partnership to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, giving the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability, and may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The carrying value of the financial instruments included in current assets and current liabilities approximate fair value due to the short-term maturities of these instruments.

The Managing General Partner utilizes fair value, on a non-recurring basis, to perform impairment testing on this Partnership's crude oil and natural gas properties by comparing net capitalized costs, or carrying value, to estimated undiscounted future net cash flows. If net capitalized costs exceed undiscounted future net cash flows, the measurement of impairment is based on estimated fair value and is measured by the amount by which the net capitalized costs exceed their fair value.

- 7-




ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2015
(unaudited)


Note 5 - Commitments and Contingencies

Legal Proceedings

Neither this Partnership nor PDC, in its capacity as the Managing General Partner of this Partnership, are party to any pending legal proceeding that PDC believes would have a materially adverse effect on this Partnership's business, financial condition, results of operations or liquidity.

Environmental

Due to the nature of the oil and gas industry, this Partnership is exposed to environmental risks. The Managing General Partner has various policies and procedures in place to prevent environmental contamination and mitigate the risks from environmental contamination. The Managing General Partner conducts periodic reviews to identify changes in this Partnership's environmental risk profile. Liabilities are accrued when environmental remediation efforts are probable and the costs can be reasonably estimated. These liabilities are reduced as remediation efforts are completed or are adjusted as a consequence of subsequent periodic reviews.

As of March 31, 2015, this Partnership had accrued environmental remediation liabilities of $6,900 included in accounts payable and accrued expenses on the condensed balance sheet. This Partnership had no liabilities for environmental remediation efforts as of December 31, 2014.

The Managing General Partner is not currently aware of any environmental claims existing as of March 31, 2015 which have not been provided for or would otherwise be expected to have a material impact on this Partnership's condensed financial statements. However, there can be no assurance that current regulatory requirements will not change or that unknown past non-compliance with environmental laws will not be discovered on this Partnership's properties.


Note 6 - Asset Retirement Obligations

The following table presents the changes in the carrying amount of the asset retirement obligations associated with this Partnership's working interest in crude oil and natural gas properties:

 
Amount
 
 
Balance at December 31, 2014
$
1,702,926

Accretion expense
34,467

Balance at March 31, 2015
$
1,737,393

 

- 8-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Partnership Overview

Rockies Region 2007 Limited Partnership engages in the development, production and sale of crude oil, natural gas and NGLs. This Partnership began crude oil and natural gas operations in August 2007 and currently operates 75 gross (73.9 net) productive wells located in the Wattenberg Field of Colorado. The Managing General Partner markets this Partnership's crude oil, natural gas and NGLs production to midstream marketers. Crude oil, natural gas and NGLs are sold primarily under market-sensitive contracts in which the price varies as a result of market forces. PDC does not charge a separate fee for the marketing of the crude oil, natural gas and NGLs because these services are covered by the monthly well operating charge. Seasonal factors, such as effects of weather on commodity sales, costs incurred and availability of PDC or third-party owned pipeline capacity, and other factors such as high pressures in the gathering system whether caused by heat or third-party facilities issues, may impact this Partnership's results.
Partnership Operating Results Overview

Crude oil, natural gas and NGLs sales decreased 64%, or $774,000, for the three months ended March 31, 2015 compared to the same period of 2014, attributable to the decrease in the average sales price per barrel of crude oil equivalent ("Boe") of 55% and the decline in sales volumes of 21%, period-over-period. The average sales price per Boe was $24.08 for the three months ended March 31, 2015 compared to $53.81 for the same period a year ago. Cash distributions decreased 73% to $221,000 during the three months ended March 31, 2015 compared to $812,000 during the three months ended March 31, 2014. The decrease in cash distributions is primarily due to the decrease in cash flows from operations during 2015 as a result of a lower average sales price per Boe and production volumes. Further deterioration of commodity prices could result in impairment charges to this Partnership's crude oil and natural gas properties.
 


- 9-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)


Results of Operations

Summary Operating Results

The following table presents selected information regarding this Partnership’s results of operations:
 
Three months ended March 31,
 
2015
 
2014
 
 Change
Number of gross productive wells (end of period)
75

 
75

 

 
 
 
 
 
 
Production(1)
 
 
 
 
 
Crude oil (Bbl)
7,831

 
10,507

 
(25
)%
Natural gas (Mcf)
35,514

 
40,032

 
(11
)%
NGLs (Bbl)
3,958

 
5,130

 
(23
)%
Crude oil equivalent (Boe)(2)
17,708

 
22,309

 
(21
)%
Average Boe per day
197

 
248

 
(21
)%
 
 
 
 
 
 
Crude oil, natural gas and NGLs sales
 
 
 
 
 
Crude oil
$
296,960

 
$
922,659

 
(68
)%
Natural gas
80,822

 
173,700

 
(53
)%
NGLs
48,574

 
104,008

 
(53
)%
Total crude oil, natural gas and NGLs sales
$
426,356

 
$
1,200,367

 
(64
)%
 
 
 
 
 
 
Average selling price
 
 
 
 
 
Crude oil (per Bbl)
$
37.92

 
$
87.81

 
(57
)%
Natural gas (per Mcf)
2.28

 
4.34

 
(47
)%
NGLs (per Bbl)
12.27

 
20.27

 
(39
)%
Crude oil equivalent (per Boe)
24.08

 
53.81

 
(55
)%
 
 
 
 
 
 
Average cost per Boe
 
 
 
 
 
Crude oil, natural gas and NGLs production cost(3)
$
15.17

 
$
10.77

 
41
 %
Depreciation, depletion and amortization
11.69

 
30.24

 
(61
)%
 
 
 
 
 
 
Operating costs and expenses
 
 
 
 
 
Direct costs - general and administrative
$
21,713

 
$
36,253

 
(40
)%
Depreciation, depletion and amortization
206,926

 
674,712

 
(69
)%
 
 
 
 
 
 
Cash distributions
$
220,809

 
$
812,088

 
(73
)%

Amounts may not recalculate due to rounding.
_______________
(1) Production is net and determined by multiplying the gross production volume of properties in which this Partnership has an interest by the average percentage of the leasehold or other property interest this Partnership owns.
(2) One Bbl of crude oil or NGL equals six Mcf of natural gas.
(3) Represents crude oil, natural gas and NGLs operating expenses, including production taxes.


- 10-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)




Definitions used throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Bbl - One barrel of crude oil or NGLs or 42 gallons of liquid volume.
Boe - Barrels of crude oil equivalent.
Mcf - One thousand cubic feet of natural gas volume.

Crude Oil, Natural Gas and NGLs Sales

Crude Oil, Natural Gas and NGLs Pricing. This Partnership's results of operations depend upon many factors, particularly the price of crude oil, natural gas and NGLs and the Managing General Partner's ability to market this Partnership's production effectively. Crude oil, natural gas and NGLs prices are among the most volatile of all commodity prices. The price of crude oil and NGLs declined significantly in the second half of 2014 due to a combination of factors, including increased domestic supply, global economic concerns and a decision by the Organization of Petroleum Exporting Countries not to reduce output. Prices for crude oil and NGLs remained at reduced levels through the first quarter of 2015. The price of natural gas also declined significantly in late 2014 and has remained close to late 2014 levels through early 2015. These declines in price have had a material negative impact on this Partnership's financial results.

Crude oil pricing is predominately driven by the physical market, supply and demand, financial markets and national and international politics. Crude oil is sold under various purchase contracts with monthly pricing provisions based on NYMEX pricing, adjusted for differentials. Natural gas prices vary by region and locality, depending upon the distance to markets, availability of pipeline capacity and supply and demand relationships in that region or locality. The price this Partnership receives for its natural gas is based on CIG and local utility prices, adjusted for certain deductions. This Partnership's price for NGLs is based on a combination of prices from the Conway hub in Kansas and Mt. Belvieu in Texas where this production is marketed.

This Partnership currently uses the "net-back" method of accounting for crude oil, natural gas and NGLs production as the majority of the purchasers of these commodities also provide transportation, gathering and processing services. This Partnership sells commodities at the wellhead and collects a price and recognizes revenues based on the wellhead sales price as transportation costs downstream of the wellhead are incurred by the purchaser and reflected in the wellhead price. The net-back method results in the recognition of a sales price that is below the indices for which the production is based.

As expected, this Partnership experienced higher than normal gathering system pressures in the Wattenberg Field by its primary third-party midstream provider through the first quarter of 2015. The line pressures in the first quarter of 2015 were within the Managing General Partner's expectations. Ongoing industry drilling activity in the area has continued to increase volumes on the gathering system and pressures remained at or slightly above 2014 summer levels through the first quarter of 2015. This Partnership's midstream service provider has been challenged to keep pace with industry drilling activity with new midstream infrastructure and the Managing General Partner expects the gathering system pressures to continue to increase until completion of the new Lucerne II plant, which is expected in mid-2015. This project should result in a significant increase in processing capacity and the Managing General Partner anticipates that it will address system pressure issues until well into 2016, and possibly beyond, depending on the impact of reduced drilling rig activity in the field going forward. The Managing General Partner and other operators in the field continue to work with the midstream service provider, who has been implementing a multi-year facility expansion program over the past several years to increase the long-term gathering and processing capacity of the system. The Managing General Partner expects it to continue to develop and implement similar projects in the future. Like most producers, this Partnership relies on third-party midstream service providers to construct compression, gathering and processing facilities to keep pace with our production growth. As a result, the timing and availability of additional facilities going forward is beyond the Managing General Partner's control.

Three months ended March 31, 2015 as compared to three months ended March 31, 2014

For the three months ended March 31, 2015 compared to the same period of 2014, crude oil, natural gas and NGLs production, on an energy equivalency-basis, decreased 21%, primarily due to high line pressure hindering production from flowing into a third-party gathering system and due to the normal production declines for this stage in the wells’ production life cycle. The

- 11-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)


decrease in production resulted in crude oil, natural gas and NGLs sales declining to $426,000 for the three months ended March 31, 2015 from $1,200,000 for the three months ended March 31, 2014. The average sales price per Boe was $24.08 for the current year three month period compared to $53.81 for the same period a year ago.

Crude oil sales decreased by $626,000, or 68%, during the three months ended March 31, 2015 when compared to the same prior year period, primarily attributable to a decrease in the average selling price of 57% per Bbl and a production volume decrease of 25%. The average selling price per Bbl was $37.92 for the current year three month period compared to $87.81 for the same prior year period. Natural gas sales decreased by $93,000, or 53%, during the three months ended March 31, 2015 when compared to the same prior year period, primarily due to a decrease in average selling price of 47% per Mcf and a production volume decrease of 11%. The average selling price per Mcf was $2.28 for the current year three month period compared to $4.34 for the same prior year period. NGLs sales decreased by $55,000, or 53%, during the three months ended March 31, 2015 when compared to the same prior year period, primarily due to a decrease in the average selling price of 39% per Bbl and a production volume decrease of 23%. The average selling price per Bbl was $12.27 for the current year three month period compared to $20.27 for the same prior year period. Further deterioration of commodity prices could result in impairment charges to this Partnership's crude oil and natural gas properties.

Crude Oil, Natural Gas and NGLs Production Costs

Generally, crude oil, natural gas and NGLs production costs vary with changes in total crude oil, natural gas and NGLs sales and production volumes. Production taxes are estimates by the Managing General Partner based on tax rates determined using published information. These estimates are subject to revision based on actual amounts determined during future filings by the Managing General Partner with the taxing authorities. Production taxes vary directly with crude oil, natural gas and NGLs sales. Fixed monthly well operating costs increase on a per unit basis as production decreases. In addition, general oil field services and all other costs vary and can fluctuate based on services required, but are expected to increase as wells age and require more extensive repair and maintenance. These costs include water hauling and disposal, equipment repairs and maintenance, snow removal, environmental compliance and remediation and service rig workovers.

Three months ended March 31, 2015 as compared to three months ended March 31, 2014

Crude oil, natural gas and NGLs production costs for the three months ended March 31, 2015 increased $28,000 compared to the same period in 2014. The period-over-period increase was primarily attributable to an increase in regulatory compliance expenses, water hauling and disposal costs and well swabbing and wireline work, offset in part by a decrease in production taxes consistent with sales declines from 2014. Crude oil, natural gas and NGLs production costs per Boe increased to $15.17 during 2015 from $10.77 in 2014 as the fixed component of our crude oil, natural gas and NGLs production costs were spread over lower production volumes.

Depreciation, Depletion and Amortization

Three months ended March 31, 2015 as compared to three months ended March 31, 2014

Depreciation, depletion and amortization ("DD&A") expense related to crude oil and natural gas properties is directly related to proved reserves and production volumes. DD&A expense decreased $468,000 for the three months ended March 31, 2015 compared to the three months ended March 31, 2014 due to the 21% decrease in production volumes and the decreased DD&A expense rate in 2015. The DD&A expense rate per Boe decreased to $11.69 for the first three months of 2015 compared to $30.24 during the same period in 2014, primarily due to the effect of the impairment recorded on proved oil and natural gas properties in December 2014, which lowered the net book value of this Partnership's properties by $15.8 million.


- 12-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)


Direct costs - general and administrative

Three months ended March 31, 2015 as compared to three months ended March 31, 2014

Direct costs - general and administrative for the three months ended March 31, 2015 decreased $15,000 compared to the same period in 2014, primarily attributable to lower professional fees for audit services.


Financial Condition, Liquidity and Capital Resources

This Partnership's primary source of liquidity has been cash flows from operating activities. Fluctuations in this Partnership's operating cash flows are substantially driven by changes in commodity prices and sales volumes. This source of cash has been primarily used to fund this Partnership's operating costs, direct costs-general and administrative, capital program and distributions to the Investor Partners and the Managing General Partner.

This Partnership's future operations are expected to be conducted with available funds and revenues generated from crude oil, natural gas and NGLs production activities. Crude oil, natural gas and NGLs production from existing properties are generally expected to continue a gradual decline in the rate of production over the remaining life of the wells. Therefore, this Partnership anticipates a lower annual level of crude oil, natural gas and NGLs production and, therefore, lower revenues, unless commodity prices increase. Under these circumstances, decreased production would have a material adverse impact on this Partnership's operations and may result in reduced cash distributions to the Managing General Partner and Investor Partners through the remainder of 2015 and beyond.

Working Capital

At March 31, 2015, this Partnership had working capital of $509,000, compared to working capital of $637,000 at December 31, 2014. The decrease of $128,000 between March 31, 2015 and December 31, 2014 was primarily due to the following changes:

cash and cash equivalents decreased by $133,000;
accounts receivable decreased by $21,000;
amounts due to Managing General Partner-other, net, decreased by $17,000; and
crude oil inventory increased by $9,000.

The $133,000 decrease in cash and cash equivalents is primarily attributable to cash utilized to fund operating activities, capital expenditures and cash distributions to the partners.

Additional Development Plan activities, as described in this Partnership's 2014 Form 10-K, have been suspended. This Partnership may recommence Additional Development Plan activities if the high line pressure situation improves following the anticipated completion of the new Lucerne II plant in mid-2015. If the Additional Development Plan recommences, funding will be provided by the withholding of distributable cash flows from the Managing General Partner and Investor Partners. Future working capital balances are expected to fluctuate by increasing during periods of Additional Development Plan funding and decreasing during periods when payments are made for refracturing or recompletion activities.

Although the D&O Agreement permits this Partnership to borrow funds on its behalf for Partnership activities, the Managing General Partner does not anticipate electing to fund any portion of this Partnership's refracturing and recompletion activities, if any, through borrowings. Partnership borrowings, should any occur, will be non-recourse to the Investor Partners. Accordingly, this Partnership, rather than the Investor Partners, will be responsible for repaying any amounts borrowed.


- 13-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)


Cash Flows

Operating Activities

This Partnership's cash flows from operating activities in 2015 were primarily impacted by commodity prices, production volumes, operating costs and direct costs-general and administrative expenses. The key components for the changes in this Partnership's cash flows from operating activities are described in more detail in Results of Operations above.

Net cash flows from operating activities were $131,000 for the three months ended March 31, 2015 compared to $902,000 for the comparable period in 2014. The decrease of $771,000 in cash from operating activities was primarily due to the decrease in crude oil, natural gas and NGLs sales of $774,000.

Investing Activities

Cash flows from investing activities primarily consist of investments in equipment and services and proceeds received from the dispositions of crude oil and natural gas properties. From time to time, this Partnership invests in equipment which supports treatment, delivery and measurement of crude oil, natural gas and NGLs or environmental protection. During the three months ended March 31, 2015, investments in equipment and services was $43,000.

Financing Activities

This Partnership initiated monthly cash distributions to investors in May 2008 and has distributed $113.0 million through March 31, 2015. The table below presents cash distributions to this Partnership's investors. Distributions to the Managing General Partner represent amounts distributed to the Managing General Partner for its 37% general partner interest in this Partnership and Investor Partner distributions include amounts distributed to Investor Partners for their 63% ownership share in this Partnership, as well as amounts distributed to the Managing General Partner for limited partnership units repurchased.
Distributions
 
 
 
 
 
 
 
Three months ended March 31,
 
Managing General Partner
 
Investor Partners
 
Total
2015
 
$
81,699

 
$
139,110

 
$
220,809

2014
 
300,472

 
511,616

 
812,088


- 14-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)



Three months ended March 31, 2015 as compared to three months ended March 31, 2014

The decrease in cash distributions for the three months ended March 31, 2015 as compared to the same period in 2014 is primarily due to a decrease in cash flows from operations during 2015 resulting from the decrease in the average sales price per Boe and lower production.

Off-Balance Sheet Arrangements

As of March 31, 2015, this Partnership had no off-balance sheet arrangements, as defined under SEC rules, which have or are reasonably likely to have a material current or future effect on this Partnership's financial condition, results of operations, liquidity, capital expenditures or capital resources.

Commitments and Contingencies

See Note 5, Commitments and Contingencies, to the accompanying condensed financial statements included elsewhere in this report.

Recent Accounting Standards

See Note 2, Summary of Significant Accounting Policies, to the accompanying condensed financial statements included elsewhere in this report.

Critical Accounting Policies and Estimates

The preparation of the accompanying condensed financial statements in conformity with U.S. GAAP requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses.

There have been no significant changes to this Partnership's critical accounting policies and estimates or in the underlying accounting assumptions and estimates used in these critical accounting policies from those disclosed in the financial statements and accompanying notes contained in this Partnership's 2014 Form 10-K.


- 15-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

This Partnership has no direct management or officers. The management, officers and other employees that provide services on behalf of this Partnership are employed by the Managing General Partner.

(a)    Evaluation of Disclosure Controls and Procedures

As of March 31, 2015, PDC, as Managing General Partner on behalf of this Partnership, carried out an evaluation, under the supervision and with the participation of the Managing General Partner's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of this Partnership's disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).

Based on the results of this evaluation, the Managing General Partner's Chief Executive Officer and Chief Financial Officer concluded that this Partnership's disclosure controls and procedures were effective as of March 31, 2015.

(b)    Changes in Internal Control over Financial Reporting
 
During the three months ended March 31, 2015, PDC, the Managing General Partner, made no changes in this Partnership's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect this Partnership's internal control over financial reporting.

- 16-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)



PART II – OTHER INFORMATION

Item 1.    Legal Proceedings

Neither this Partnership nor PDC, in its capacity as the Managing General Partner of this Partnership, are party to any pending legal proceeding that PDC believes would have a materially adverse effect on this Partnership's business, financial condition, results of operations or liquidity.

Item 1A. Risk Factors

Not applicable.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Unit Repurchase Program. Beginning in May 2011, the third anniversary of the date of the first Partnership cash distributions, Investor Partners of this Partnership are permitted to request that the Managing General Partner repurchase their respective individual Investor Partner units, up to an aggregate total limit during any calendar year for all requesting Investor Partner unit repurchases of 10% of the initial subscription units.

The following table presents information about the Managing General Partner's limited partner unit repurchases during the three months ended March 31, 2015:

Period
 
Total Number of
 Units Repurchased
 
Average Price Paid
 Per Unit
January 1-31, 2015
 
8.00

 
$
2,153

February 1-28, 2015
 

 

March 1-31, 2015
 

 

     Total
 
8.00

 
$
2,153



Item 3.    Defaults Upon Senior Securities

Not applicable.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.


- 17-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)


Item 6.    Exhibits Index
 
 
 
 
Incorporated by Reference
 
 
Exhibit
Number
 
Exhibit Description
 
Form
 
SEC File
Number
 
Exhibit
 
Filing Date
 
Filed
Herewith
 
 
 
 
 
 
 
 
 
 
 
 
 
31.1
 
Certification by Chief Executive Officer of PDC Energy, Inc., the Managing General Partner of this Partnership, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
31.2
 
Certification by Chief Financial Officer of PDC Energy, Inc., the Managing General Partner of this Partnership, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
32.1*
 
Certifications by Chief Executive Officer and Chief Financial Officer of PDC Energy, Inc., the Managing General Partner of this Partnership, pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 
 
 
 
X
*Furnished herewith.

- 18-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)





SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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.

Rockies Region 2007 Limited Partnership
By its Managing General Partner
PDC Energy, Inc.

 
By: /s/ Barton R. Brookman
 
 
Barton R. Brookman
President and Chief Executive Officer
of PDC Energy, Inc.
 
 
May 14, 2015
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:


Signature
 
Title
Date
 
 
 
 
/s/ Barton R. Brookman
 
President and Chief Executive Officer
May 14, 2015
Barton R. Brookman
 
PDC Energy, Inc.
Managing General Partner of the Registrant
 
 
 
(principal executive officer)
 
 
 
 
 
/s/ Gysle R. Shellum
 
Chief Financial Officer
May 14, 2015
Gysle R. Shellum
 
PDC Energy, Inc.
Managing General Partner of the Registrant
 
 
 
(principal financial officer)
 
 
 
 
 
/s/ R. Scott Meyers
 
Chief Accounting Officer
May 14, 2015
R. Scott Meyers
 
PDC Energy, Inc.
Managing General Partner of the Registrant
 
 
 
(principal accounting officer)
 
 

- 19-