Attached files
file | filename |
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EX-31.2 - Reef Global Energy VII, L.P. | v193668_ex31-2.htm |
EX-32.2 - Reef Global Energy VII, L.P. | v193668_ex32-2.htm |
EX-31.1 - Reef Global Energy VII, L.P. | v193668_ex31-1.htm |
EX-32.1 - Reef Global Energy VII, L.P. | v193668_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the Quarterly Period Ended June 30,
2010
|
or
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the Transition Period from ________ to
________
|
Commission
File Number: 333-122935-02
REEF
GLOBAL ENERGY VII, L.P.
(Exact
name of registrant as specified in its charter)
Nevada
|
20-3963203
|
(State
or other jurisdiction of
|
(I.R.S.
employer
|
incorporation
or organization)
|
identification
no.)
|
1901
N. Central Expressway, Suite 300
|
75080-3610
|
Richardson,
Texas
|
(Zip
code)
|
(Address
of principal executive offices)
|
(972)-437-6792
Registrant’s
telephone number, including area code
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 Web site, 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 ¨ 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
the 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
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
August 13, 2010, the registrant had 48.620 units of general partner interest
held by the managing general partner, and 923.784 units of limited partner
interest outstanding.
Reef
Global Energy VII, L.P.
Form
10-Q Index
PART
I — FINANCIAL INFORMATION
|
1
|
||
ITEM
1.
|
Financial
Statements (Unaudited)
|
1
|
|
Condensed
Balance Sheets
|
1
|
||
Condensed
Statements of Operations
|
2
|
||
Condensed
Statements of Cash Flows
|
3
|
||
Notes
to Condensed Financial Statements
|
4
|
||
ITEM
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
7
|
|
ITEM
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
12
|
|
ITEM
4T.
|
Controls
and Procedures
|
12
|
|
PART
II — OTHER INFORMATION
|
12
|
||
ITEM
1.
|
Legal
Proceedings
|
12
|
|
ITEM
1A.
|
Risk
Factors
|
12
|
|
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
12
|
|
ITEM
3.
|
Default
Upon Senior Securities
|
13
|
|
ITEM
4.
|
(Removed
and Reserved)
|
13
|
|
ITEM
5.
|
Other
Information
|
13
|
|
ITEM
6.
|
Exhibits
|
13
|
|
Signatures
|
14
|
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
Reef
Global Energy VII, L.P.
Condensed
Balance Sheets
June 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 63,646 | $ | 63,432 | ||||
Accounts
receivable
|
— | 3,471 | ||||||
Accounts
receivable from affiliates
|
78,320 | 314,397 | ||||||
Total
current assets
|
141,966 | 381,300 | ||||||
Oil
and gas properties, full cost method of accounting:
|
||||||||
Proved
properties, net of accumulated depletion of $20,575,306 and
$20,279,005
|
1,231,998 | 1,323,360 | ||||||
Net
oil and gas properties
|
1,231,998 | 1,323,360 | ||||||
Total
assets
|
$ | 1,373,964 | $ | 1,704,660 | ||||
Liabilities
and partnership equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 4,660 | $ | 5,677 | ||||
Accounts
payable to affiliates
|
— | 70,096 | ||||||
Total
current liabilities
|
4,660 | 75,773 | ||||||
Long-term
liabilities:
|
||||||||
Asset
retirement obligation
|
297,538 | 289,494 | ||||||
Total
long-term liabilities
|
297,538 | 289,494 | ||||||
Partnership
equity:
|
||||||||
Limited
partners
|
952,470 | 1,205,145 | ||||||
Managing
general partner
|
119,296 | 134,248 | ||||||
Partnership
equity
|
1,071,766 | 1,339,393 | ||||||
Total
liabilities and partnership equity
|
$ | 1,373,964 | $ | 1,704,660 |
See
accompanying notes to condensed financial statements.
1
Reef
Global Energy VII, L.P.
Condensed
Statements of Operations
(Unaudited)
For the three months ended
June 30
|
For the six months ended
June 30
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenues
|
$ | 341,646 | $ | 366,344 | $ | 781,087 | $ | 678,918 | ||||||||
Costs
and expenses:
|
||||||||||||||||
Lease
operating expenses
|
46,566 | 79,125 | 112,725 | 168,460 | ||||||||||||
Production
taxes
|
(21,039 | ) | 25,932 | (5,498 | ) | 47,663 | ||||||||||
Depreciation,
depletion and amortization
|
139,479 | 143,696 | 296,301 | 369,442 | ||||||||||||
Property
impairment
|
— | — | — | 566,482 | ||||||||||||
Accretion
of asset retirement obligation
|
4,053 | 5,951 | 8,044 | 10,141 | ||||||||||||
General
and administrative
|
74,172 | 95,994 | 166,731 | 163,126 | ||||||||||||
Total
costs and expenses
|
243,231 | 350,698 | 578,303 | 1,325,314 | ||||||||||||
Income
(loss) from operations
|
98,415 | 15,646 | 202,784 | (646,396 | ) | |||||||||||
Other
income:
|
||||||||||||||||
Interest
income
|
62 | 314 | 125 | 1,245 | ||||||||||||
Total
other income
|
62 | 314 | 125 | 1,245 | ||||||||||||
Net
income (loss)
|
$ | 98,477 | $ | 15,960 | $ | 202,909 | $ | (645,151 | ) | |||||||
Net
income (loss) per limited partner unit
|
$ | 76.63 | $ | 1.20 | $ | 157.14 | $ | (684.14 | ) | |||||||
Net
income (loss) per managing general partner unit
|
$ | 569.50 | $ | 305.49 | $ | 1,187.66 | $ | (270.58 | ) |
See
accompanying notes to condensed financial statements
2
Reef
Global Energy VII, L.P.
Condensed
Statements of Cash Flows
(Unaudited)
For the six months ended
June 30,
|
||||||||
2010
|
2009
|
|||||||
Operating
Activities
|
||||||||
Net
income (loss)
|
$ | 202,909 | $ | (645,151 | ) | |||
Adjustments
to reconcile net income (loss) to net cash (used in) provided by operating
activities:
|
||||||||
Adjustments
for non-cash transactions:
|
||||||||
Depreciation,
depletion and amortization
|
296,301 | 369,442 | ||||||
Property
impairment
|
— | 566,482 | ||||||
Accretion
of asset retirement obligation
|
8,044 | 10,141 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
3,471 | — | ||||||
Accounts
receivable from affiliates
|
236,077 | (51,982 | ) | |||||
Accounts
payable
|
(1,017 | ) | 30,149 | |||||
Accounts
payable to affiliates
|
(70,096 | ) | (290,339 | ) | ||||
Net
cash (used in) provided by operating activities
|
675,689 | (11,258 | ) | |||||
Investing
Activities
|
||||||||
Property
acquisition and development
|
(204,939 | ) | (137,569 | ) | ||||
Net
cash used in investing activities
|
(204,939 | ) | (137,569 | ) | ||||
Financing
Activities
|
||||||||
Partner
capital contributions
|
— | 3,440 | ||||||
Offering
costs
|
— | (180,000 | ) | |||||
Partner
distributions
|
(470,536 | ) | (51,783 | ) | ||||
Net
cash used in financing activities
|
(470,536 | ) | (228,343 | ) | ||||
Net
increase (decrease) in cash and cash equivalents
|
214 | (377,170 | ) | |||||
Cash
and cash equivalents at beginning of period
|
63,432 | 444,655 | ||||||
Cash
and cash equivalents at end of period
|
$ | 63,646 | $ | 67,485 | ||||
Supplemental
disclosure of non-cash financing transactions
|
||||||||
Offering
costs included in accounts payable to affiliates
|
$ | — | $ | 250,096 |
See
accompanying notes to condensed financial statements.
3
Reef
Global Energy VII, L.P.
Notes
to Condensed Financial Statements (unaudited)
June
30, 2010
1.
Organization and Basis of Presentation
The
financial statements of Reef Global Energy VII, L.P. (the “Partnership”) have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (the “SEC”). Certain information and footnote disclosure
normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States have been
condensed or omitted pursuant to those rules and regulations. We have recorded
all transactions and adjustments necessary to fairly present the financial
statements included in this Quarterly Report on Form 10-Q (this “Quarterly
Report”). The adjustments are normal and recurring. The following notes describe
only the material changes in accounting policies, account details, or financial
statement notes during the first six months of 2010. Therefore, please read
these condensed financial statements and notes to condensed financial statements
together with the audited financial statements and notes to financial statements
contained in the Partnership’s Annual Report on Form 10-K for the period ended
December 31, 2009 (the “Annual Report”).
2.
Summary of Accounting Policies
Oil
and Gas Properties
The
Partnership follows the full cost method of accounting for oil and gas
properties. Under this method, all direct costs and certain indirect costs
associated with acquisition of properties and successful as well as unsuccessful
exploration and development activities are capitalized. Depreciation, depletion,
and amortization of capitalized oil and gas properties and estimated future
development costs, excluding unproved properties, are based on the
unit-of-production method using estimated proved reserves, as determined by
independent petroleum engineers. For these purposes, proved natural gas
reserves are converted to equivalent barrels of crude oil at a rate of 6 Mcf to
1 Bbl.
In
applying the full cost method at June 30, 2010, the Partnership performs a
quarterly ceiling test on the capitalized costs of oil and gas properties,
whereby the capitalized costs of oil and gas properties are limited to the
sum of the estimated future net revenues from proved reserves using prices that
are the 12-month un-weighted arithmetic average of the first-day-of-the-month
price for crude oil and natural gas held constant and discounted at 10%, plus
the lower of cost or estimated fair value of unproved properties, if any. If
capitalized costs exceed the ceiling, an impairment loss is recognized for the
amount by which the capitalized costs exceed the ceiling, and is shown as a
reduction of oil and gas properties and as property impairment expense on the
Partnership’s statements of operations. No gain or loss is recognized upon sale
or disposition of oil and gas properties, unless such a sale would significantly
alter the rate of depletion and amortization. During the three month periods
ended June 30, 2010 and 2009, the Partnership recognized no property impairment
expense of proved properties. During the six month periods ended June 30, 2010
and 2009, the Partnership recognized property impairment expense of proved
properties totaling $0 and $566,482, respectively.
Unproved
properties consist of undeveloped leasehold interest in the Sand Dunes prospect.
Investments in unproved properties are not depleted pending determination of the
existence of proved reserves. Unproved properties are assessed for impairment
quarterly as of the balance sheet date by considering the primary lease term,
the holding period of the properties, geologic data obtained relating to the
properties, and other drilling activity in the immediate area of the properties.
Any impairment resulting from this quarterly assessment is reported as property
impairment expense in the current period, as appropriate. The Partnership fully
impaired its unproved properties during 2008 and has no plans to conduct any
development operations on the leasehold interest in the Sand Dunes
prospect.
Estimates
of Proved Oil and Gas Reserves
Estimates
of the Partnership’s proved reserves at June 30, 2010 and December 31, 2009 have
been prepared and presented in accordance with new SEC rules and accounting
standards. These new rules are effective for fiscal years ending on or after
December 31, 2009, and require SEC reporting entities to prepare their reserve
estimates using revised reserve definitions and revised pricing based upon the
un-weighted arithmetic average of the first-day-of-the-month commodity prices
over the preceding 12-month period and current costs. Future prices and costs
may be materially higher or lower than these prices and costs, which would
impact the estimate of reserves and future cash flows.
4
Reserves
and their relation to estimated future net cash flows impact the Partnership’s
depletion and impairment calculations. As a result, adjustments to depletion and
impairment are made concurrently with changes to reserve estimates. If proved
reserve estimates decline, the rate at which depletion expense is recorded
increases, reducing net income. A decline in estimated proved reserves and
future cash flows also reduces the capitalized cost ceiling and may result in
increased impairment expense.
Restoration,
Removal, and Environmental Liabilities
The
Partnership is subject to extensive Federal, state and local environmental laws
and regulations. These laws regulate the discharge of materials into the
environment and may require the Partnership to remove or mitigate the
environmental effects of the disposal or release of petroleum substances at
various sites. Environmental expenditures are expensed or capitalized depending
on their future economic benefit. Expenditures that relate to an existing
condition caused by past operations and that have no future economic benefit are
expensed.
Liabilities
for expenditures of a non-capital nature are recorded when environmental
assessments and/or remediation is probable, and the costs can be reasonably
estimated. Such liabilities are generally undiscounted values unless the timing
of cash payments for the liability or component is fixed or reliably
determinable.
Asset
retirement costs and liabilities associated with future site restoration and
abandonment of long-lived assets are initially measured at fair value, which
approximates the cost a third party would incur in performing the tasks
necessary to retire such assets. The fair value is recognized in the financial
statements as the present value of expected future cash expenditures for site
restoration and abandonment. Subsequent to the initial measurement, the effect
of the passage of time on the liability for the net asset retirement obligation
(accretion expense) and the amortization of the asset retirement cost are
recognized in the results of operations.
The
following table summarizes the Partnership’s asset retirement obligation for the
six months ended June 30, 2010 and the year ended December 31,
2009.
Six months ended
|
Year Ended
|
|||||||
June 30, 2010
|
December 31, 2009
|
|||||||
Beginning
asset retirement obligation
|
$ | 289,494 | $ | 270,772 | ||||
Accretion
expense
|
8,044 | 18,722 | ||||||
Ending
asset retirement obligation
|
$ | 297,538 | $ | 289,494 |
Fair
Value of Financial Instruments
The
estimated fair values for financial instruments have been determined at discrete
points in time based on relevant market information. These estimates involve
uncertainties and cannot be determined with precision. The estimated fair
value of cash, accounts receivable and accounts payable approximates their
carrying value due to their short-term nature.
Recently
Adopted Accounting Pronouncements
Modernization
of Oil and Gas Reporting
In
January 2009, the SEC adopted a new rule related to modernizing reserve
calculation and disclosure requirements for oil and gas companies, which became
effective prospectively for annual reporting periods ending on or after December
31, 2009. In addition to expanding the definition and disclosure requirements
for crude oil and natural gas reserves, the new rule changes the requirements
for determining quantities of crude oil and natural gas reserves. The new rule
requires disclosure of crude oil and natural gas proved reserves by geographical
area, using the unweighted arithmetic average of first-day-of-the-month
commodity prices over the preceding 12-month period, rather than end-of-period
prices, and allows the use of reliable technologies to estimate proved crude oil
and natural gas reserves, if those technologies have been demonstrated to result
in reliable conclusions about reserve volumes. In addition, in January
2010, the Financial Accounting Standards Board (“FASB”) issued guidance relating
to crude oil and natural gas reserve estimation and disclosures to provide
consistency with the new SEC rules. The Partnership adopted the new
standards effective December 31, 2009. The new standards are applied
prospectively as a change in estimate. In April 2010, the FASB issued a further
accounting standards update regarding extractive oil and gas industries to
incorporate in accounting standards the revisions to Rule 4-10 of the SEC’s
Regulation S-X. The amendment primarily consists of the addition and deletion of
definitions of terms related to fossil fuel exploration and production arising
from technology changes over the past several decades. The accounting guidance
in Rule 4-10 did not change.
5
Subsequent
Events
In May
2009, the FASB issued new guidance on accounting for subsequent events.
This guidance established general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. This guidance is effective for interim
and annual reporting periods ending after June 15, 2009. The Partnership adopted
the provisions of this guidance for the period ended June 30, 2009. In February
2010, the FASB issued an update to this guidance. Among other provisions, this
update provides that an entity that is a SEC filer is not required to disclose
the date through which subsequent events have been evaluated. The Partnership
adopted the provisions on its effective date of February 24, 2010. There was no
impact on the Partnership’s operating results, financial position or cash
flows.
Fair
Value Measurements
In
January 2010, the FASB issued new guidance related to improving disclosures
about fair value measurements. This guidance requires separate disclosures of
the amounts of transfers in and out of Level 1 and Level 2 fair value
measurements and a description of the reason for such transfers. In the
reconciliation for Level 3 fair value measurements using significant
unobservable inputs, information about purchases, sales, issuances and
settlements shall be presented separately. These disclosures are required for
interim and annual reporting periods effective January 1, 2010, except for
the disclosures related to the purchases, sales, issuances and settlements in
the roll forward activity of Level 3 fair value measurements, which are
effective on January 1, 2011. This guidance was adopted on January 1,
2010 for Level 1 and Level 2 fair value measurements and did not impact the
Partnership’s operating results, financial position or cash flows or disclosures
regarding the fair value of financial instruments.
3.
Transactions with Affiliates
The
Partnership has no employees. Reef Exploration, L.P. (“RELP”), an affiliate of
Reef Oil & Gas Partners, L.P. (“Reef”), the managing general partner of the
Partnership, employs a staff including geologists, petroleum engineers, landmen
and accounting personnel who administer all of the Partnership’s operations. The
Partnership reimburses RELP for technical and administrative services at cost.
During the three month periods ended June 30, 2010 and 2009, the Partnership
incurred technical services and administrative costs totaling $35,675 and
$73,827, respectively. Of these amounts, $2,401 and $0 represent technical
services costs capitalized as project costs, and $33,274 and $73,827 represent
administrative costs included as general and administrative expenses. During the
six month periods ended June 30, 2010 and 2009, the Partnership incurred
technical services and administrative costs totaling $106,078 and $125,751,
respectively. Of these amounts, $2,401 and $1,207 represent technical services
costs capitalized as project costs, and $103,676 and $124,544 represent
administrative costs included as general and administrative
expenses.
Reef
contributed 1% of all leasehold, drilling, and completion costs when incurred
during the drilling and completion phases of Partnership operations. Reef
contributed $202,585 in connection with this obligation. Reef also purchased 5%
of the Partnership units and paid 5% of the 99% of these costs paid by the unit
holders (4.95%). Reef has had no remaining obligations related to these
additional costs since December 31, 2009.
RELP
processes joint interest billings and revenue payments on behalf of the
Partnership. At June 30, 2010 and December 31, 2009, RELP owed the Partnership
$78,320 and $314,397, respectively, for net revenues processed in excess of
joint interest and technical and administrative charges. The cash associated
with net revenues processed by RELP is normally received by RELP from oil and
gas purchasers 30-60 days after the end of the month to which the revenues
pertain.
6
Accounts
payable to affiliates as of June 30, 2010 and December 31, 2009 also includes $0
and $70,096, respectively, for the unpaid portion of the 15% management fee due
to Reef for organization and offering costs, including sales commissions. The
management fee is payable in two parts. Reef initially received an amount not to
exceed 13.5% of the total offering proceeds to recover actual commissions and
organization and offering costs. The portion of the management fee in excess of
actual commissions and organization and offering costs is paid to Reef from the
oil and gas cash flows available for partner distributions, at a rate not to
exceed $1 million per year. The Partnership completed payment of the balance to
Reef in February 2010.
4.
Commitments and Contingencies
The
Partnership is not currently involved in any legal proceedings.
5.
Partnership Equity
Information
regarding the number of units outstanding and the net income per type of
Partnership unit for the three and six month periods ended June 30, 2010 is
detailed below:
For the three months ended June 30,
2010
Type of Unit
|
Number of
Units
|
Net income
|
Net income
per unit
|
|||||||||
Managing
general partner units
|
48.620 | $ | 27,689 | $ | 569.50 | |||||||
Limited
partner units
|
923.783 | 70,788 | $ | 76.63 | ||||||||
Total
|
972.403 | $ | 98,477 |
For the six months ended June 30,
2010
Type of Unit
|
Number of
Units
|
Net income
|
Net income
per unit
|
|||||||||
Managing
general partner units
|
48.620 | $ | 57,744 | $ | 1,187.66 | |||||||
Limited
partner units
|
923.783 | 145,165 | $ | 157.14 | ||||||||
Total
|
972.403 | $ | 202,909 |
Item
2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The
following is a discussion of the Partnership’s financial condition, results of
operations, liquidity and capital resources. This discussion should be read in
conjunction with our financial statements and the related notes thereto,
included in the Annual Report.
This
Quarterly Report contains forward-looking statements that involve risks and
uncertainties. You should exercise extreme caution with respect to all
forward-looking statements made in this Quarterly Report. Specifically,
the following statements are forward-looking:
|
·
|
statements
regarding the state of the oil and gas industry and the opportunity to
profit within the oil and gas industry, competition, pricing, level of
production, or the regulations that may affect the
Partnership;
|
|
·
|
statements
regarding the plans and objectives of Reef for future operations,
including, without limitation, the uses of Partnership funds and the size
and nature of the costs the Partnership expects to incur and people and
services the Partnership may
employ;
|
7
|
·
|
any
statements using the words “anticipate,” “believe,” “estimate,” “expect”
and similar such phrases or words;
and
|
|
·
|
any
statements of other than historical
fact.
|
Reef
believes that it is important to communicate its future expectations to the
partners. Forward-looking statements reflect the current view of
management with respect to future events and are subject to numerous risks,
uncertainties and assumptions, including, without limitation, the risk factors
listed in the section captioned “RISK FACTORS” contained in the
Partnership’s Annual Report. Although Reef believes that the expectations
reflected in such forward-looking statements are reasonable, Reef can give no
assurance that such expectations will prove to have been correct. Should
any one or more of these or other risks or uncertainties materialize or should
any underlying assumptions prove incorrect, actual results are likely to vary
materially from those described herein. There can be no assurance that the
projected results will occur, that these judgments or assumptions will prove
correct or that unforeseen developments will not occur.
Reef does
not intend to update its forward-looking statements. All subsequent
written and oral forward-looking statements attributable to Reef or persons
acting on its behalf are expressly qualified in their entirety by the applicable
cautionary statements.
Overview
Reef
Global Energy VII, L.P. is a Nevada limited partnership formed to acquire,
explore, develop and produce crude oil, natural gas, and natural gas liquids for
the benefit of its investor partners. The Partnership’s primary purposes are to
generate revenues from the production of crude oil and natural gas, distribute
cash flow to investors, and provide tax benefits to investors. The Partnership
purchased working interests in five developmental prospects and participated in
the drilling of ten successful developmental wells and three unsuccessful
developmental wells on those prospects. All ten successful wells are productive
at June 30, 2010. The Partnership purchased a working interest in the Sand Dunes
developmental prospect in Eddy County, New Mexico, and has participated in the
drilling of eight developmental wells on this prospect (see below). The
Partnership purchased working interests in seven exploratory prospects and
participated in the drilling of one successful exploratory well, six
unsuccessful exploratory wells, and one successful developmental well on those
prospects. The successful exploratory well ceased production during 2007. The
Partnership has completed its drilling program of twenty-nine wells using the
original capital raised by the Partnership. The final well completed drilling in
February 2008 and was placed into production during May 2008. Subsequent to
initial drilling operations, the Partnership is permitted to conduct additional
drilling on existing Partnership prospects. Currently, the Partnership has no
plans for additional drilling.
In this
Quarterly Report, we use the term “successful” to refer to wells that are
drilled, tested, and either capable of or actually producing in commercial
quantities. We use the term “unsuccessful” to refer to wells that do not meet
one or more of these criteria.
The
Partnership participated in the drilling of eight developmental wells on the
Sand Dunes prospect located in Eddy County, New Mexico during the fourth quarter
of 2007 and the first quarter of 2008. Initial testing confirmed the presence of
crude oil and natural gas in all eight wells. However, the field was temporarily
shut-in because of the lack of electric service and because of the high cost of
trucking offsite the salt water volumes associated with the production of the
crude oil and natural gas from the wells. Electrical service to the eight Sand
Dunes wells was connected in September 2008. Based upon initial testing, larger
bottom hole pumps were placed below the well perforations in three of the wells
and testing was resumed in late September 2008 to determine the three wells’
commercial productivity. Water continued to be trucked offsite, and RELP applied
for and received a permit which would allow for the conversion of one of the
existing eight Sand Dunes wells into a salt water disposal well. RELP also
explored the possibility of drilling a ninth well as a salt water disposal well
for the field. Testing results on two of the three wells were positive, and salt
water production volumes declined as a result of pumping off the wells using the
larger bottom hole pumps. However, the price of crude oil also declined at a
rapid rate while testing was being conducted. In late December 2008, two of the
three testing wells were shut-in again. Crude oil prices continued declining to
a level below $40 per barrel. In February 2009, following a mechanical failure
in the third testing well, RELP, as operator, shut-in the field. The eight wells
cannot be commercially productive without efficient salt water disposal
capabilities, and none of the options regarding salt water disposal were
economically viable at first quarter 2009 commodity prices. As a result, as of
December 31, 2008, the eight Sand Dunes wells were classified as
unsuccessful.
8
Beginning
with March 2009, oil sales prices increased from levels below $40 per barrel to
between $60 and $70 per barrel. As a result of this increase in prices, in
October 2009, Reef approved the conversion of one of the eight wells on the Sand
Dunes development prospect located in Eddy County, New Mexico to a salt water
disposal well. The conversion work on the well began in March 2010 and was
completed during April 2010. The related facility is expected to be complete in
August 2010. RELP had previously believed, based on initial testing, that three
of the current Sand Dunes wells would be able to be placed on full-time
production once the conversion was complete. Based on updated testing
performed on the disposal capacity of the converted well, it now appears
possible that more than three wells will be able to be placed back on full-time
production. Wells will be placed on production one at a time during the
third quarter of 2010 as RELP continues to evaluate the capacity of the newly
converted salt water disposal well. The cost of the well conversion to this
Partnership as of June 30, 2010 was approximately $130,000. This cost was paid
for by the Partnership by retaining a portion of the funds normally paid out in
distributions to the partners. There are 6,367 Bbl of crude oil and 10,223 Mcf
of natural gas reserves net to the Partnership’s interest for the three wells to
be placed on full time production during the third quarter of 2010.
Reserve estimates may be increased if additional wells are able to be placed on
full-time production.
The
Partnership also owns interests in unproved property consisting of un-drilled
leasehold interest (11 potential drilling locations) in the Sand Dunes prospect.
The Partnership fully impaired this unproved property during the fourth quarter
of 2008 based upon the eight already drilled Sand Dunes wells being classified
as unsuccessful at December 31, 2008. The Partnership currently has no plans to
conduct any drilling operations on this acreage.
Critical
Accounting Policies
There
have been no changes from the Critical Accounting Policies described in the
Annual Report.
Liquidity
and Capital Resources
The
Partnership was funded with initial capital contributions totaling $24,127,769.
Reef purchased 48.620 general partner units, or 5% of the total units sold, for
$1,033,179. Investor partners purchased 741.001 units of general partner
interest and 182.783 units of limited partner interest for $23,094,590. Reef
also contributed $202,585 in connection with its obligation to pay 1% of all
leasehold, drilling, and completion costs. Organization and offering costs
totaled $3,464,188, leaving capital contributions of $20,866,166 available for
Partnership activities. The Partnership expended $21,574,409 on prospect and
property acquisitions, drilling and completion costs in connection with its
participation in the drilling of twenty-nine wells and expended $137,512 on
general and administrative expenses during its drilling and completion phase of
operations. The Partnership has also expended $204,938 subsequent to its
drilling and completion phase of operations on the Sand Dunes well conversion
and other capital items. Expenditures in excess of available Partnership capital
have been recovered from the cash flow from successful wells by reducing
Partnership distributions. Any additional capital expenditures, including
the expenditures related to the conversion of one of the Sand Dunes wells into a
salt water disposal well, will also be recovered from cash flow by reducing
Partnership distributions. The Partnership does not operate in any other
industry segment, and operates solely in the United States.
The
Partnership has working capital of $137,306 at June 30, 2010. Subsequent to
expending the initial available Partnership capital contributions on prospect
acquisitions and drilling and completion costs of partnership wells, the
Partnership’s working capital consists primarily of cash flows from productive
properties utilized to pay cash distributions to investors.
Results
of Operations
The
following is a comparative discussion of the results of operations for the
periods indicated. It should be read in conjunction with the condensed financial
statements and the related notes to the condensed financial statements included
in this Quarterly Report.
9
The
following table provides information about sales volumes and crude oil and
natural gas prices for the periods indicated. Equivalent barrels of oil (“EBO”)
are computed by converting 6 Mcf of natural gas to 1 barrel of oil.
For the three months
ended June 30,
|
For the six months
ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Sales
volumes:
|
||||||||||||||||
Crude
oil (Barrels)
|
3,270 | 4,345 | 6,957 | 8,577 | ||||||||||||
Natural
gas (Mcf)
|
24,959 | 38,544 | 52,608 | 72,026 | ||||||||||||
Average
sales prices received:
|
||||||||||||||||
Crude
oil (Barrels)
|
$ | 71.84 | $ | 50.80 | $ | 72.23 | $ | 42.56 | ||||||||
Natural
gas (Mcf)
|
$ | 4.28 | $ | 3.78 | $ | 5.30 | $ | 4.36 |
The
Partnership had interests in eleven productive wells during the second quarters
of 2010 and 2009. The Partnership has interests in two significant wells, the
Rob L RA SUA CL&F #1 (“Gumbo II”) well and the HBR A Big Gas Unit (“HBR A”)
well. During the second quarter of 2009, the HBR A and Gumbo II wells accounted
for 57.6% and 87.2% of the Partnership’s crude oil and natural gas sales
volumes, respectively. During the second quarter of 2010, the HBR A and the
Gumbo II accounted for 59.8% and 86.5% of the Partnership’s crude oil and
natural gas sales volumes, respectively. However, production volumes from the
HBR A well have declined significantly over the past year. Production
volumes from the HBR A well, net to this Partnership, were 365 Bbl and 12,069
Mcf during the second quarter of 2010 compared to 893 Bbl and 25,833 MCF during
the second quarter of 2009. The eight Cole Ranch field wells, which began
production in April 2007, averaged 54 barrels of crude oil production and 117
Mcf of natural gas production per day during the second quarter of 2009. The
Partnership owns a 50% working interest and a 37.5% revenue interest in these
wells. During the second quarter of 2010, these same eight wells averaged
approximately 39 barrels of crude oil production and 100 Mcf of natural gas
production per day. Crude oil and natural gas average sales prices
increased from the second quarter of 2009. Average crude oil sales
prices increased by 41.4% and average natural gas sales prices increased by
13.2% over the comparative quarters. Overall, total revenues decreased by
$24,697, or 6.7% in the second quarter of 2010 compared to the second quarter of
2009. The declining volumes from the HBR A well will lead to continuing declines
in sales volumes in future quarters.
In
January 2009, the SEC adopted a new rule related to modernizing reserve
calculation and disclosure requirements for oil and gas companies, which became
effective prospectively for annual reporting periods ending on or after December
31, 2009. In addition to expanding the definition and disclosure
requirements for crude oil and natural gas reserves, the new rule changes the
requirements for determining quantities of crude oil and natural gas reserves.
The new rule requires disclosure of crude oil and natural gas proved reserves by
significant geographic area, using the un-weighted arithmetic average of
first-day-of-the-month commodity prices over the preceding 12-month period,
rather than end-of-period prices, and allows the use of reliable technologies to
estimate proved crude oil and natural gas reserves, if those technologies have
been demonstrated to result in reliable conclusions about reserves volumes.
Reserve and related information for June 30, 2010 is presented consistent with
the requirements of the new rule. The new rule does not allow prior-year reserve
information to be restated, so all information related to June 30, 2009 is
presented consistent with prior SEC rules for the estimation of proved reserves.
The effect of applying the new definition of reliable technology and other
non-price related aspects of the updated rules did not significantly impact 2010
net proved reserve volumes. All of the Partnership’s reserves are located
in the United States.
The
estimated net proved crude oil and natural gas reserves as of June 30, 2010 and
2009 are summarized below. The quantities of proved crude oil and natural gas
reserves discussed in this section include only the amounts which the
Partnership reasonably expects to recover in the future from known oil and gas
reservoirs under the current economic and operating conditions. Proved reserves
include only quantities that the Partnership expects to recover commercially
using current prices, costs, existing regulatory practices, and technology.
Therefore, any changes in future prices, costs, regulations, technology or other
unforeseen factors could materially increase or decrease the proved reserve
estimates.
10
Net proved reserves
|
Oil (Bbl)
|
Gas (Mcf)
|
||
June
30, 2010
|
40,682
|
163,620
|
||
June
30, 2009
|
|
30,317
|
|
341,772
|
Three
months ended June 30, 2010 compared to the three months ended June 30,
2009
The
Partnership had net income of $98,477 for the three month period ended June 30,
2010, compared to net income of $15,960 for the three month period ended June
30, 2009.
While
overall sales volumes decreased during the three months ended June 30, 2010,
sales prices received for the Partnership’s production increased. The average
oil price received on a comparative basis increased from $50.80 per barrel of
crude oil during the three months ended June 30, 2009 to $71.84 per barrel
during the three months ended June 30, 2010, an increase of 41.4%. Natural gas
prices also increased from an average price of $3.78 per Mcf of natural gas
produced during the quarter ended June 30, 2009 to $4.28 per Mcf for the quarter
ended June 30, 2010, an increase of 13.2%. Overall the Partnership’s oil and gas
sales revenues declined by $24,697, or 6.7% for the three months ended June 30,
2010.
Lease
operating costs decreased from $79,125 during the quarter ended June 30, 2009 to
$46,566 during the quarter ended June 30, 2010, primarily due to decreased
expenses on the Cole Ranch wells. Several of these wells underwent
workovers during the second quarter of 2009. In addition, production taxes
decreased during the three month period ended June 30, 2010 compared to the
three month period ended June 30, 2009 due to an approximate $45,000 adjustment
received from the operator of the Gumbo II well. The operator refunded prior
production tax payments because the well obtained a severance tax exemption from
the state of Louisiana for the period from inception through February
2010.
General
and administrative costs decreased from $95,994 incurred during the three months
ended June 30, 2009 to $74,172 incurred during the three months ended June 30,
2010. The decrease relates partially to the timing of audit and
professional fees for public filings. In addition, the administrative
overhead charge to the Partnership for the three months ended June 30, 2010
decreased from $48,748 for the three months ended June 30, 2009 to
$33,745.
Six
months ended June 30, 2010 compared to the six months ended June 30,
2009
The
Partnership had net income of $202,909 for the six month period ended June 30,
2010, compared to a net loss of $645,151 for the six month period ended June 30,
2009.
The
Partnership incurred no property impairment expense during the six month period
ended June 30, 2010. However, the decline in oil and gas prices during the
second quarter of 2009 resulted in impairment expense of proved properties
totaling $566,482 for the six month period ending June 30, 2009. Depletion
expense decreased from $369,442 for the first six months of 2009 to $296,301 for
the first six months of 2010, primarily because 2009 property impairment
totaling $566,679 resulted in a lower property basis for 2010.
While
overall sales volumes decreased during the six months ended June 30, 2010, sales
prices received for the Partnership’s production increased. The average oil
price received on a comparative basis increased from $42.56 per barrel of crude
oil during the first six months of 2009 to $72.23 per barrel during the first
six months of 2010, an increase of 69.7%. Natural gas prices also increased from
an average price of $4.36 per Mcf of natural gas produced during the six months
ended June 30, 2009 to $5.30 per Mcf for the six months ended June 30, 2010, an
increase of 21.6%. Overall the Partnership’s oil and gas sales revenues rose by
$100,035, or 14.7% for the six months ended June 30, 2010.
11
Lease
operating costs decreased from $168,460 during the six months ended June 30,
2009 to $112,725 during the six months ended June 30, 2010. Lease operating
costs for the Gumbo II well decreased by approximately $18,000 and operating
costs for the Sand Dunes wells decreased by approximately $14,000 during the
comparative periods. Several of the Cole Ranch wells underwent workovers
during the second quarter of 2009, which resulted in a decrease of approximately
$14,000 during the comparative periods. In addition, production taxes
decreased during the six month period ended June 30, 2010 compared to the six
month period ended June 30, 2009 due to an approximate $45,000 adjustment
received from the operator of the Gumbo II well. The operator refunded prior
production tax payments because the well obtained a severance tax exemption from
the state of Louisiana for the period from inception through February
2010.
General
and administrative costs increased from $163,126 incurred during the six months
ended June 30, 2009 to $166,731 incurred during the six months ended June 30,
2010. The administrative overhead charge to the Partnership for the six
month periods ended June 30, 2009 and 2010 increased from $89,527 to $96,372,
respectively. These increases were partially offset by decreased
direct costs charged to the Partnership during the respective
periods.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Partnership is a “smaller reporting company” as defined by Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and as such, is not required to provide the information required under
this Item.
Item
4T. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
As the
managing general partner of the Partnership, Reef maintains a system of controls
and procedures designed to provide reasonable assurance as to the reliability of
the financial statements and other disclosures included in this report, as well
as to safeguard assets from unauthorized use or disposition. The Partnership,
under the supervision and with participation of its management, including the
principal executive officer and principal financial officer, evaluated the
effectiveness of the design and operation of its “disclosure controls and
procedures” as such term is defined in Rule 13a-15(e) promulgated under the
Exchange Act, as of the end of the period covered by this Quarterly Report.
Based on that evaluation, the principal executive officer and principal
financial officer have concluded that the Partnership’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Partnership in reports that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in SEC rules and forms, and includes controls and procedures designed to ensure
that information required to be disclosed by us in such reports is accumulated
and communicated to our management, including the principal executive officer
and principal financial officer, as appropriate to allow timely decisions
regarding financial disclosure.
Changes
in Internal Controls
There
have not been any changes in the Partnership’s internal controls over financial
reporting during the fiscal quarter ended June 30, 2010 that have materially
affected, or are reasonably likely to materially affect, the Partnership’s
internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
There
were no material changes in the Risk Factors applicable to the Partnership as
set forth in the Annual Report.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
12
Item
3. Default Upon Senior Securities
None.
Item
4. (Removed and Reserved)
Item
5. Other Information
None.
Item
6. Exhibits
Exhibits
|
||
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of the Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32.2
|
|
Certification
of the Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
13
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
REEF
GLOBAL ENERGY VII, L.P.
|
||
By:
|
Reef
Oil & Gas Partners, L.P.
|
|
Managing
General Partner
|
||
By:
|
Reef
Oil & Gas Partners, GP, LLC,
|
|
its
general partner
|
||
Dated:
August 13, 2010
|
By:
|
/s/
Michael J. Mauceli
|
Michael
J. Mauceli
|
||
Manager
and Member
|
||
(Principal
Executive Officer)
|
||
Dated:
August 13, 2010
|
By:
|
/s/
Daniel C. Sibley
|
Daniel
C. Sibley
|
||
Chief
Financial Officer and General Counsel of
|
||
Reef
Exploration, L.P.
|
||
(Principal
Financial and Accounting
Officer)
|
EXHIBIT
INDEX
Exhibits
|
||
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of the Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32.2
|
|
Certification
of the Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|