ROCKIES REGION 2007 LP - FORM 10-Q - May 13, 2016

Attached files

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EX-31.1 - 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ROCKIES REGION 2007 LPrr07-ex311_20160331.htm
EX-32.1 - 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - ROCKIES REGION 2007 LPrr07-ex321_20160331.htm
EX-31.2 - 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER - ROCKIES REGION 2007 LPrr07-ex312_20160331.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, 2016
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 x 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 x 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 x
 
 
(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 x

As of March 31, 2016, 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 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 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 may relate to, among other things: future production (including the components of such production), sales, expenses, cash flows, and liquidity; estimated crude oil, natural gas and natural gas liquids ("NGLs") reserves; anticipated capital expenditures and projects; availability of additional midstream facilities and services, timing of that availability and related benefits to this Partnership; the impact of high line pressures; 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:

•
availability of future cash flows for investor distributions or funding of development activities;
•
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 and the risk of an extended period of depressed prices;
•
the 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;
•
declines in the value of this Partnership's crude oil, natural gas and NGLs properties resulting in further 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;
•
timing and extent of this Partnership's success in further developing and producing 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, and the impact of these facilities and regional capacity on the prices 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, 2015 (the “2015 Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2016 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

- 1-

or conditions or the occurrence of unanticipated events. All forward looking statements are qualified in their entirety by this cautionary statement.

- 2-

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Rockies Region 2007 Limited Partnership
Condensed Balance Sheets
(unaudited)

 
March 31, 2016
 
December 31, 2015
Assets
 
 
 

Current assets:
 
 
 

Cash and cash equivalents
$
468,285

 
$
495,945

Accounts receivable
126,036

 
122,055

Crude oil inventory
66,501

 
41,058

Total current assets
660,822

 
659,058

Crude oil and natural gas properties, successful efforts method, at cost
3,842,707

 
3,819,467

Less: Accumulated depreciation, depletion and amortization
(2,004,581
)
 
(1,889,887
)
Crude oil and natural gas properties, net
1,838,126

 
1,929,580

Total Assets
$
2,498,948

 
$
2,588,638

 
 
 
 
Liabilities and Partners' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
8,653

 
$
11,117

Due to Managing General Partner-other, net
203,435

 
236,289

Current portion of asset retirement obligations
230,000

 
230,000

Total current liabilities
442,088

 
477,406

Asset retirement obligations
2,130,491

 
2,083,683

Total Liabilities
2,572,579

 
2,561,089

 
 
 
 
Commitments and contingent liabilities


 


 
 
 
 
Partners' equity:
 
 
 
   Managing General Partner
(5,221,192
)
 
(5,183,755
)
   Limited Partners - 4,470 units issued and outstanding
5,147,561

 
5,211,304

Total Partners' Equity
(73,631
)
 
27,549

Total Liabilities and Partners' Equity
$
2,498,948

 
$
2,588,638

    






See accompanying notes to unaudited condensed financial statements.

- 3-

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

 
Three Months Ended March 31,
 
2016
 
2015
Revenues:
 
 
 
Crude oil, natural gas and NGLs sales
$
363,931

 
$
426,356

 
 
 
 
Operating costs and expenses:
 
 
 
Crude oil, natural gas and NGLs production costs
267,693

 
268,665

Direct costs - general and administrative
35,916

 
21,713

Depreciation, depletion and amortization
114,694

 
206,926

Accretion of asset retirement obligations
46,808

 
34,467

Total operating costs and expenses
465,111

 
531,771

 
 
 
 
Net loss
$
(101,180
)
 
$
(105,415
)
 
 
 
 
Net loss allocated to partners
$
(101,180
)
 
$
(105,415
)
Less: Managing General Partner interest in net loss
(37,437
)
 
(39,004
)
Net loss allocated to Investor Partners
$
(63,743
)
 
$
(66,411
)
 
 
 
 
Net loss per Investor Partner unit
$
(14
)
 
$
(15
)
 
 
 
 
Investor Partner units outstanding
4,470

 
4,470






See accompanying notes to unaudited condensed financial statements.

- 4-

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

 
Three Months Ended March 31,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net loss
$
(101,180
)
 
$
(105,415
)
Adjustments to net loss to reconcile to net cash from operating activities:
 
 
 
Depreciation, depletion and amortization
114,694

 
206,926

Accretion of asset retirement obligations
46,808

 
34,467

Changes in assets and liabilities:
 
 
 
Accounts receivable
(3,981
)
 
21,273

Crude oil inventory
(25,443
)
 
(9,357
)
Accounts payable and accrued expenses
(2,464
)
 
252

Due to Managing General Partner-other, net
(32,854
)
 
(16,691
)
Net cash from operating activities
(4,420
)
 
131,455

 
 
 
 
Cash flows from investing activities:
 
 
 
Capital expenditures for crude oil and natural gas properties
(23,240
)
 
(43,146
)
Net cash from investing activities
(23,240
)
 
(43,146
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Distributions to Partners
—

 
(220,809
)
Net cash from financing activities
—

 
(220,809
)
 
 
 
 
Net change in cash and cash equivalents
(27,660
)
 
(132,500
)
Cash and cash equivalents, beginning of period
495,945

 
628,520

Cash and cash equivalents, end of period
$
468,285

 
$
496,020






See accompanying notes to unaudited condensed financial statements.

- 5-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2016
(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, 2016, there were 1,759 Investor Partners in this Partnership. 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, 2016, the Managing General Partner had repurchased 139 units of Partnership interest from the Investor Partners at an average price of $2,470 per unit. As of March 31, 2016, the Managing General Partner owned 39.0% 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 December 31, 2015 condensed balance sheet data was derived from audited statements, but does not include disclosures required by U.S. GAAP. 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 2015 Form 10-K. This Partnership's accounting policies are described in the Notes to Financial Statements in this Partnership's 2015 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, 2016 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 Issued Accounting Standards    

In May 2014, the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board 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: (1) identify the contract with the customer, (2) identify the separate performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to separate performance obligations and (5) recognize revenue when (or as) each performance obligation is satisfied. In March 2016, the FASB issued an update to the standard intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations when recognizing revenue. The revenue standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The revenue standard can be adopted under the full retrospective method or simplified transition method. Entities are permitted to adopt the revenue standard early, beginning with annual reporting periods after December 15, 2016. The Managing General Partner of this Partnership is currently evaluating the impact these changes may have on this Partnership's financial statements.

- 6-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2016
(unaudited)


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 may have on this Partnership's financial statements.

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, 2016
 
December 31, 2015
Crude oil, natural gas and NGLs sales revenues
collected from this Partnership's third-party customers
$
86,527

 
$
123,519

Other (1)
(289,962
)
 
(359,808
)
Due to Managing General Partner-other, net
$
(203,435
)
 
$
(236,289
)

(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 that have not been deducted from distributions.

The following table presents Partnership transactions with the Managing General Partner for the three months ended March 31, 2016 and 2015. “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,
 
2016
 
2015
 Well operations and maintenance
$
262,753

 
$
255,731

 Direct costs - general and administrative
35,916

 
21,713

 Cash distributions (1)
—

 
84,220


(1)
During the three months ended March 31, 2016, this Partnership made no quarterly cash distributions to the Managing General Partner or Investor Partners as declining commodity prices resulted in quarterly cash flow deficits from this Partnership's operations. Cash distributions during the three months ended March 31, 2015 include $2,521 related to 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.

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, 2016 and December 31, 2015, this Partnership had accrued environmental remediation liabilities of $700 and $1,600, respectively, which is included in accounts payable and accrued expenses on the condensed balance sheet.

The Managing General Partner is not currently aware of any environmental claims existing as of March 31, 2016 which have not been provided for or would otherwise 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 or other potential sources of liability will not be discovered on this Partnership's properties.

In August 2015, the Managing General Partner received a Clean Air Act Section 114 Information Request (the "Information Request") from the United States Environmental Protection Agency ("EPA"). The Information Request seeks, among other things, information related to the design, operation, and maintenance of certain production facilities in the DJ Basin of Colorado. The Information Request focuses on historical operation and design information for 46 production facilities, of which one relates to this Partnership, and asks that the Managing General Partner conduct certain sampling and analyses at the identified 46 facilities. The Managing General Partner responded to the Information Request in January 2016 and has received no response as of the date of this report. The Managing General Partner cannot predict the outcome of this matter at this time.

In addition, in December 2015, the Managing General Partner received a Compliance Advisory pursuant to C.R.S. § 25-7-115(2) from the Colorado Department of Public Health and Environment's Air Quality Control Commission's Air Pollution Control Division alleging that the Managing General Partner had failed to design, operate, and maintain certain condensate collection, storage, processing and handling operations to minimize leakage to the maximum extent possible of volatile organic compounds at 65 facilities consistent with applicable standards under Colorado law. Certain of this Partnership's wells were included in this list of 65 facilities. The Managing General Partner is in the process of responding to the advisory, which has overlap with the Information Request, but cannot predict the outcome of this matter at this time.

- 7-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2016
(unaudited)



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, 2015
$
2,313,683

Accretion expense
46,808

Balance at March 31, 2016
2,360,491

Less current portion
(230,000
)
Long-term portion
$
2,130,491

 
The current portion of the asset retirement obligations relates to wells that are producing minimal or no hydrocarbons and are expected to be plugged and abandoned within the next 12 months.

This Partnership's estimated asset retirement obligation liability is based on historical experience in plugging and abandoning wells, estimated economic lives, estimated plugging and abandonment cost and federal and state regulatory requirements. The liability is discounted using the credit-adjusted risk-free rate estimated at the time the liability is incurred or revised. During the three months ended March 31, 2016, the credit-adjusted risk-free rates used to discount this Partnership's plugging and abandonment liabilities ranged from 7.6% to 8.0%. In periods subsequent to initial measurement of the liability, this Partnership must recognize period-to-period changes in the liability resulting from the passage of time, revisions to either the amount of the original estimate of undiscounted cash flows or changes in inflation factors and changes to this Partnership's credit-adjusted risk-free rate as market conditions warrant.


- 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) 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 prices received, 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 15%, or $62,000, for the three months ended March 31, 2016 compared to the same period of 2015, attributable to a decrease in the average sales price per barrel of crude oil equivalent ("Boe") of 25%, offset in part by an increase in sales volume of 14%, period-over-period. The average sales price per Boe was $18.04 for the three months ended March 31, 2016 compared to $24.08 for the same period a year ago.

As a result of the decreased sales revenues, this Partnership experienced a significant decrease in cash flows from operations. For the three months ended March 31, 2016, this Partnership had a net cash deficit from operations of $4,000, as compared to net cash from operations of $131,000 for the comparable period of 2015. As a result, this Partnership made no quarterly cash distributions to the Managing General Partner or Investor Partners during the three months ended March 31, 2016.


 


- 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,
 
2016
 
2015
 
 Change
Number of gross productive wells (end of period)
75

 
75

 
—

 
 
 
 
 
 
Production(1)
 
 
 
 
 
Crude oil (Bbl)
9,504

 
7,831

 
21
 %
Natural gas (Mcf)
37,493

 
35,514

 
6
 %
NGLs (Bbl)
4,420

 
3,958

 
12
 %
Crude oil equivalent (Boe)(2)
20,173

 
17,708

 
14
 %
Average Boe per day
222

 
197

 
14
 %
 
 
 
 
 
 
Crude oil, natural gas and NGLs sales
 
 
 
 
 
Crude oil
$
279,138

 
$
296,960

 
(6
)%
Natural gas
53,834

 
80,822

 
(33
)%
NGLs
30,959

 
48,574

 
(36
)%
Total crude oil, natural gas and NGLs sales
$
363,931

 
$
426,356

 
(15
)%
 
 
 
 
 
 
Average selling price
 
 
 
 
 
Crude oil (per Bbl)
$
29.37

 
$
37.92

 
(23
)%
Natural gas (per Mcf)
1.44

 
2.28

 
(37
)%
NGLs (per Bbl)
7.00

 
12.27

 
(43
)%
Crude oil equivalent (per Boe)
18.04

 
24.08

 
(25
)%
 
 
 
 
 
 
Average cost per Boe
 
 
 
 
 
Crude oil, natural gas and NGLs production cost(3)
$
13.27

 
$
15.17

 
(13
)%
Depreciation, depletion and amortization
5.69

 
11.69

 
(51
)%
 
 
 
 
 
 
Operating costs and expenses
 
 
 
 
 
Direct costs - general and administrative
$
35,916

 
$
21,713

 
65
 %
Depreciation, depletion and amortization
114,694

 
206,926

 
(45
)%
 
 
 
 
 
 
Cash distributions
$
—

 
$
220,809

 
(100
)%

*Percentage change is not meaningful, or equal to or greater than 250%.
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

Changes in Crude Oil, Natural Gas and NGLs Sales Volumes. For the three months ended March 31, 2016 compared to the three months ended March 31, 2015, crude oil, natural gas and NGLs production, on an energy equivalency-basis, increased 14%, primarily attributable to a reduction in system line pressures and, to a lesser extent, resumed production from certain wells that were shut-in in the 2015 period for well-bore integrity testing, per state regulations.

This Partnership continued to experience lower line pressures in the first quarter of 2016 after our primary service provider, DCP Midstream, completed both its Lucerne 2 plant in June 2015 and its Grand Parkway gas gathering project in December 2015. Line pressures on the midstream system decreased from approximately 170 psi at June 30, 2015 to approximately 115 psi at March 31, 2016. As a result of the reduction in line pressures during the three months ended March 31, 2016, production from this Partnership's vertical wells increased by 14% compared to the three months ended March 31, 2015. Further, the Managing General Partner expects sustained relief of gathering system pressure on this Partnership's primary gatherer's system through 2016, based upon current and projected drilling activity in the field. If there is sustained relief of the gathering system pressure as anticipated, several currently shut-in wells may come on-line, resulting in improved production. Over time, however, this potential improvement will be offset by natural production declines. This Partnership relies on its third-party midstream service provider to construct compression, gathering and processing facilities to keep pace with production growth. As a result, the timing and availability of additional facilities going forward is substantially beyond the Managing General Partner's control. Falling commodity prices have resulted in reduced investment in midstream facilities by some third parties, increasing the risk that sufficient midstream infrastructure will not be available in future periods.

Changes in Crude Oil Sales. Crude oil sales decreased by $18,000, or 6%, during the three months ended March 31, 2016 when compared to the same prior year period, primarily attributable to a decrease in the average selling price of 23% per Bbl, offset in part by a production volume increase of 21%. The average selling price per Bbl was $29.37 for the current year three month period compared to $37.92 for the same prior year period.

Changes in Natural Gas Sales. Natural gas sales decreased by $27,000, or 33%, during the three months ended March 31, 2016 when compared to the same prior year period, primarily due to a decrease in average selling price of 37% per Mcf. The average selling price per Mcf was $1.44 for the current year three month period compared to $2.28 for the same prior year period.

Changes in NGLs Sales. NGLs sales decreased by $18,000, or 36%, during the three months ended March 31, 2016 when compared to the same prior year period, primarily due to a decrease in the average selling price of 43% per Bbl, offset in part by a production volume increase of 12%. The average selling price per Bbl was $7.00 for the current year three month period compared to $12.27 for the same prior year period.

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 decreased during the first quarter of 2016 compared to the first quarter of 2015 amid continuing concerns regarding high U.S. inventories and worldwide production levels that exceed current global demand for crude oil. Natural gas prices also decreased during the first quarter of 2016 when compared to the same prior year period. Due to an oversupply of nearly all domestic NGLs products, this Partnership's realized sales price for NGLs have remained at the low levels seen during the fourth quarter of 2015. The Managing General Partner expects pricing to remain at depressed levels throughout the remainder of 2016 and perhaps beyond.


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


This Partnership's crude oil, natural gas and NGLs sales are recorded under either the “net-back” or "gross" method of accounting, depending upon the related purchase agreement. This Partnership uses the "net-back" method of accounting for natural gas and NGLs sales, as well as a portion of this Partnership's crude oil 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 and processing 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. This Partnership uses the "gross" method of accounting for crude oil delivered through the White Cliffs pipeline as the purchasers do not provide transportation, gathering or processing services. Under this method, this Partnership recognizes revenues based on the gross selling price and recognizes transportation, gathering and processing expenses as a component of production costs.

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 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.

Crude oil, natural gas and NGLs production costs for the three months ended March 31, 2016 decreased $1,000 compared to the same period in 2015. The period-over-period decrease was primarily attributable to a decrease in production taxes consistent with sales declines from 2015 and a decrease in well swabbing costs and wireline work, offset in part by an increase in contract labor costs, compressor rental costs, oil transportation cost on the White Cliffs pipeline and workover expense.

Direct costs - general and administrative

Direct costs - general and administrative for the three months ended March 31, 2016 increased approximately $14,000 compared to the same period in 2015, primarily attributable to higher professional fees for audit services.

Depreciation, Depletion and Amortization

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 $92,000 during the three months ended March 31, 2016 compared to the same period in 2015, mainly attributable to a lower DD&A expense rate in 2016, offset in part by the 14% increase in production volumes. The DD&A expense rate per Boe decreased to $5.69 for the first three months of 2016 compared to $11.69 during the same period in 2015, due to the effect of impairments recorded in 2015 to write-down certain capitalized well costs on this Partnership's proved crude oil and natural gas properties, offset in part by the decline in proved developed reserves at December 31, 2015 as compared to December 31, 2014, as a result of the significant decrease in SEC commodity prices utilized in the December 31, 2015 reserve report and the removal of vertical re-fracs and re-completions from the proved developed reserves, due to the current depressed commodity price environment.

Asset Retirement Obligations and Accretion Expense

Of the 75 wells in this partnership, 41 wells had an increase in production totaling approximately 5.8 MBoe, or 33%, during the three months ended March 31, 2016 compared to the same prior year period and 30 wells had a decrease in production totaling approximately 3.4 MBoe, or 19%, during the three months ended March 31, 2016 compared to the same prior year period. The remaining four wells did not produce or produced minimal amounts of hydrocarbons during both periods. The Managing General Partner is reviewing the Partnership's wells that have the potential to increase production during this lower line pressure environment by incurring minimal expense. The Managing General Partner expects that a portion of this Partnership's wells may

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


be uneconomical to operate and may be plugged and abandoned. As a result, as of March 31, 2016, this Partnership has classified a portion of the asset retirement obligation as a current liability.

Accretion of asset retirement obligations ("ARO") expense for the three months ended March 31, 2016 increased $12,000 compared to the same period in 2015, primarily attributable to an increase in asset retirement obligations recorded in December 2015 to reflect increased estimated costs for materials and services related to the plugging and abandonment of certain vertical wells, as well as a decrease in the estimated useful life of these wells.


Financial Condition, Liquidity and Capital Resources

Historically, 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 a continued lack of cash distributions to the Managing General Partner and Investor Partners through the remainder of 2016 and beyond.

Working Capital

At March 31, 2016, this Partnership had a working capital of $219,000, compared to working capital of $182,000 at December 31, 2015. The increase of $37,000 between March 31, 2016 and December 31, 2015 was primarily due to the following changes:

•
a decrease in amounts due to managing general partner-other, net of $33,000;
•
an increase in crude oil inventory of $25,000;
•
a decrease in accounts receivable of $4,000; and
•
a decrease in accounts payable and accrued expenses of $2,000.

Offset in part by:

•
a decrease in cash and cash equivalents of $28,000.

The $28,000 decrease in cash and cash equivalents is primarily attributable to cash utilized to fund operating activities and capital expenditures.

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 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.


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


Cash Flows

Operating Activities

This Partnership's cash flows from operating activities in the three months ended March 31, 2016 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 utilized for operating activities were $4,000 for the three months ended March 31, 2016 compared to net cash flows from operating activities of $131,000 for the comparable period in 2015. The decrease of $135,000 in cash from operating activities was primarily due to the following:

•
a decrease in crude oil, natural gas and NGLs sales of $62,000;
•
a decrease in changes in operating assets and liabilities of $60,000; and
•
an increase in direct costs - general and administrative of $14,000.

Investing Activities

Cash flows from investing activities consist of investments in equipment. 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, 2016, investment in equipment was $23,000 compared to $43,000 during the three months ended March 31, 2015.

Financing Activities

This Partnership initiated monthly cash distributions to investors in May 2008 and has distributed $113.4 million through March 31, 2016. 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, including amounts distributed to the Managing General Partner for limited partnership units repurchased.
Distributions
 
 
 
 
 
 
 
Three Months Ended March 31,
 
Managing General Partner
 
Investor Partners
 
Total
2016
 
$
—

 
$
—

 
$
—

2015
 
81,699

 
139,110

 
220,809

 
 
 
 
 
 
 

During the three months ended March 31, 2016, this Partnership made no quarterly cash distributions to the Managing General Partner or Investor Partners as declining commodity prices resulted in cash flow deficits from operations during the quarter.

Off-Balance Sheet Arrangements

As of March 31, 2016, 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.

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



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 2015 Form 10-K.


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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, 2016, 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, 2016.

(b)    Changes in Internal Control over Financial Reporting
 
During the three months ended March 31, 2016, 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. 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, 2016:

Period
 
Total Number of
 Units Repurchased
 
Average Price Paid
 Per Unit
January 1-31, 2016
 
—

 
$
—

February 1-29, 2016
 
5.45

 
271

March 1-31, 2016
 
4.50

 
312

     Total
 
9.95

 
$
289



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 13, 2016
 
 
 
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 13, 2016
Barton R. Brookman
 
PDC Energy, Inc.
Managing General Partner of the Registrant
 
 
 
(principal executive officer)
 
 
 
 
 
/s/ Gysle R. Shellum
 
Chief Financial Officer
May 13, 2016
Gysle R. Shellum
 
PDC Energy, Inc.
Managing General Partner of the Registrant
 
 
 
(principal financial officer)
 
 
 
 
 
/s/ R. Scott Meyers
 
Chief Accounting Officer
May 13, 2016
R. Scott Meyers
 
PDC Energy, Inc.
Managing General Partner of the Registrant
 
 
 
(principal accounting officer)
 
 

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ROCKIES REGION 2007 LP Reports