ROCKIES REGION 2007 LP - FORM 10-Q - August 12, 2016

Attached files

file filename
EX-32.1 - 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - ROCKIES REGION 2007 LPrr07-ex321_20160630.htm
EX-31.2 - 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - ROCKIES REGION 2007 LPrr07-ex312_20160630.htm
EX-31.1 - 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ROCKIES REGION 2007 LPrr07-ex311_20160630.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 June 30, 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 June 30, 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)

 
June 30, 2016
 
December 31, 2015
Assets
 
 
 

Current assets:
 
 
 

Cash and cash equivalents
$
532,032

 
$
495,945

Accounts receivable
108,531

 
122,055

Crude oil inventory
18,047

 
41,058

Total current assets
658,610

 
659,058

Crude oil and natural gas properties, successful efforts method, at cost
3,859,148

 
3,819,467

Less: Accumulated depreciation, depletion and amortization
(2,102,599
)
 
(1,889,887
)
Crude oil and natural gas properties, net
1,756,549

 
1,929,580

Total Assets
$
2,415,159

 
$
2,588,638

 
 
 
 
Liabilities and Partners' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
78,453

 
$
11,117

Due to Managing General Partner-other, net
272,991

 
236,289

Current portion of asset retirement obligations
240,000

 
230,000

Total current liabilities
591,444

 
477,406

Asset retirement obligations
2,168,262

 
2,083,683

Total Liabilities
2,759,706

 
2,561,089

 
 
 
 
Commitments and contingent liabilities


 


 
 
 
 
Partners' equity:
 
 
 
   Managing General Partner
(5,321,430
)
 
(5,183,755
)
   Limited Partners - 4,470 units issued and outstanding
4,976,883

 
5,211,304

Total Partners' Equity
(344,547
)
 
27,549

Total Liabilities and Partners' Equity
$
2,415,159

 
$
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 June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
Crude oil, natural gas and NGLs sales
$
316,229

 
$
418,711

 
$
680,160

 
$
845,067

 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 
 
 
 
 
 
Crude oil, natural gas and NGLs production costs
299,458

 
251,953

 
567,151

 
520,618

Direct costs - general and administrative
21,500

 
33,698

 
57,416

 
55,411

Depreciation, depletion and amortization
98,018

 
193,736

 
212,712

 
400,662

Accretion of asset retirement obligations
47,771

 
35,177

 
94,579

 
69,644

Total operating costs and expenses
466,747

 
514,564

 
931,858

 
1,046,335

 
 
 
 
 
 
 
 
Net loss
$
(150,518
)
 
$
(95,853
)
 
$
(251,698
)
 
$
(201,268
)
 
 
 
 
 
 
 
 
Net loss allocated to partners
$
(150,518
)
 
$
(95,853
)
 
$
(251,698
)
 
$
(201,268
)
Less: Managing General Partner interest in net loss
(55,692
)
 
(35,466
)
 
(93,128
)
 
(74,469
)
Net loss allocated to Investor Partners
$
(94,826
)
 
$
(60,387
)
 
$
(158,570
)
 
$
(126,799
)
 
 
 
 
 
 
 
 
Net loss per Investor Partner unit
$
(21
)
 
$
(14
)
 
$
(35
)
 
$
(28
)
 
 
 
 
 
 
 
 
Investor Partner units outstanding
4,470

 
4,470

 
4,470

 
4,470






See accompanying notes to unaudited condensed financial statements.

- 4-

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

 
Six Months Ended June 30,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net loss
$
(251,698
)
 
$
(201,268
)
Adjustments to net loss to reconcile to net cash from operating activities:
 
 
 
Depreciation, depletion and amortization
212,712

 
400,662

Accretion of asset retirement obligations
94,579

 
69,644

Changes in assets and liabilities:
 
 
 
Accounts receivable
13,524

 
639

Crude oil inventory
23,011

 
(5,566
)
Accounts payable and accrued expenses
67,336

 
(5,173
)
Due to Managing General Partner-other, net
36,702

 
(9,413
)
Net cash from operating activities
196,166

 
249,525

 
 
 
 
Cash flows from investing activities:
 
 
 
Capital expenditures for crude oil and natural gas properties
(39,681
)
 
(58,193
)
Net cash from investing activities
(39,681
)
 
(58,193
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Distributions to Partners
(120,398
)
 
(323,832
)
Net cash from financing activities
(120,398
)
 
(323,832
)
 
 
 
 
Net change in cash and cash equivalents
36,087

 
(132,500
)
Cash and cash equivalents, beginning of period
495,945

 
628,520

Cash and cash equivalents, end of period
$
532,032

 
$
496,020






See accompanying notes to unaudited condensed financial statements.

- 5-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
June 30, 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 June 30, 2016, there were 1,760 limited partners ("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 June 30, 2016, the Managing General Partner had repurchased 141 units of Partnership interest from the Investor Partners at an average price of $2,447 per unit. As of June 30, 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 statement 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 financial statements audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as indicated in their report filed with the SEC on March 25, 2016, 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 six months ended June 30, 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
June 30, 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. This Partnership expects to adopt this standard in the fourth quarter of 2016. Adoption of this standard is not expected to have a significant impact 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:

    
 
June 30, 2016
 
December 31, 2015
Crude oil, natural gas and NGLs sales revenues
collected from this Partnership's third-party customers
$
130,107

 
$
123,519

Other (1)
(403,098
)
 
(359,808
)
Due to Managing General Partner-other, net
$
(272,991
)
 
$
(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 and six months ended June 30, 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 June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 Well operations and maintenance
$
279,107

 
$
253,327

 
$
541,860

 
$
509,058

 Direct costs - general and administrative
21,500

 
33,698

 
57,416

 
55,411

 Cash distributions (1)
46,932

 
39,496

 
46,932

 
123,716


(1)
Cash distributions include $2,385 for each of the three and six months ended June 30, 2016, respectively, and $1,377 and $3,898 during the three and six months ended June 30, 2015, respectively, related to cash distributions for Investor Partner units repurchased by PDC.

During the second quarter of 2016, an overriding royalty owner notified the Managing General Partner that the owner believed certain charges and costs had been improperly deducted before applying the owner’s overriding royalty percentage in certain of this Partnership’s wells in which this owner has an interest. During settlement discussions, the Managing General Partner and the owner agreed on a settlement amount. In June 2016, this Partnership recorded a charge to crude oil, natural gas and NGLs sales and an accrual of approximately $63,000 for this settlement, which was included in accounts payable and accrued expenses on the condensed balance sheet. The settlement is expected to be paid to the overriding royalty owner and deducted from this Partnership's cash distributions in the third quarter of 2016.

- 7-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
June 30, 2016
(unaudited)


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 June 30, 2016 and December 31, 2015, this Partnership had accrued environmental remediation liabilities of $3,900 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 June 30, 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 Denver-Julesburg 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. The Managing General Partner continues to meet with the EPA and provide additional information, but 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 of volatile organic compounds to the maximum extent possible 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, and working with the agency on specific response processes, but cannot predict the outcome of this matter at this time.



- 8-



ROCKIES REGION 2007 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
June 30, 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
94,579

Balance at June 30, 2016
2,408,262

Less current portion
(240,000
)
Long-term portion
$
2,168,262

 
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. 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.


- 9-


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 realized commodity prices, costs incurred and availability of PDC or third-party owned pipeline capacity, and other factors such as high line 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 20%, or $165,000, for the six months ended June 30, 2016 compared to the same period of 2015, attributable to the recording of a provision for underpayment of natural gas sales to an overriding royalty owner of $63,000 and a decrease in the average sales price per barrel of crude oil equivalent ("Boe") of 20%, offset in part by an increase in sales volume of 10%, period-over-period. The average sales price per Boe was $19.99 for the six months ended June 30, 2016 compared to $24.96 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 six months ended June 30, 2016, this Partnership had net cash from operations of $196,000 compared to net cash from operations of $250,000 for the comparable period of 2015. Accordingly, cash distributions to Investor Partners decreased 63% to $120,000 during the six months ended June 30, 2016 compared to $324,000 during the six months ended June 30, 2015.


 


- 10-


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 June 30,
 
Six months ended June 30,
 
2016
 
2015
 
 Change
 
2016
 
2015
 
 Change
Number of gross productive wells (end of period)
75

 
75

 
—

 
75

 
75

 
—

 
 
 
 
 
 
 
 
 
 
 
 
Production(1)
 
 
 
 
 
 
 
 
 
 
 
Crude oil (Bbl)
7,614

 
6,730

 
13
 %
 
17,118

 
14,561

 
18
 %
Natural gas (Mcf)
32,609

 
31,977

 
2
 %
 
70,102

 
67,491

 
4
 %
NGLs (Bbl)
3,974

 
4,083

 
(3
)%
 
8,394

 
8,041

 
4
 %
Crude oil equivalent (Boe)(2)
17,023

 
16,143

 
5
 %
 
37,196

 
33,851

 
10
 %
Average Boe per day
187

 
177

 
5
 %
 
204

 
187

 
10
 %
 
 
 
 
 
 
 
 
 
 
 
 
Crude oil, natural gas and NGLs sales
 
 
 
 
 
 
 
 
 
 
 
Crude oil
$
294,720

 
$
318,285

 
(7
)%
 
$
573,858

 
$
615,245

 
(7
)%
Natural gas
43,537

 
62,881

 
(31
)%
 
97,371

 
143,703

 
(32
)%
NGLs
41,234

 
37,545

 
10
 %
 
72,193

 
86,119

 
(16
)%
Provision for underpayment of natural gas sales
(63,262
)
 
—

 
*

 
(63,262
)
 
—

 
*

Total crude oil, natural gas and NGLs sales
$
316,229

 
$
418,711

 
(24
)%
 
$
680,160

 
$
845,067

 
(20
)%
 
 
 
 
 
 
 
 
 
 
 
 
Average selling price
 
 
 
 
 
 
 
 
 
 
 
Crude oil (per Bbl)
$
38.71

 
$
47.29

 
(18
)%
 
$
33.52

 
$
42.25

 
(21
)%
Natural gas (per Mcf)
1.34

 
1.97

 
(32
)%
 
1.39

 
2.13

 
(35
)%
NGLs (per Bbl)
10.38

 
9.20

 
13
 %
 
8.60

 
10.71

 
(20
)%
Crude oil equivalent (per Boe)
22.29

 
25.94

 
(14
)%
 
19.99

 
24.96

 
(20
)%
 
 
 
 
 
 
 
 
 
 
 
 
Average cost per Boe
 
 
 
 
 
 
 
 
 
 
 
Crude oil, natural gas and NGLs production cost(3)
$
17.59

 
$
15.61

 
13
 %
 
$
15.25

 
$
15.38

 
(1
)%
Depreciation, depletion and amortization
5.76

 
12.00

 
(52
)%
 
5.72

 
11.84

 
(52
)%
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs and expenses
 
 
 
 
 
 
 
 
 
 
 
Direct costs - general and administrative
$
21,500

 
$
33,698

 
(36
)%
 
$
57,416

 
$
55,411

 
4
 %
Depreciation, depletion and amortization
98,018

 
193,736

 
(49
)%
 
212,712

 
400,662

 
(47
)%
 
 
 
 
 
 
 
 
 
 
 
 
Cash distributions
$
120,398

 
$
103,023

 
17
 %
 
$
120,398

 
$
323,832

 
(63
)%

*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.


- 11-


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 six months ended June 30, 2016 compared to the six months ended June 30, 2015, crude oil, natural gas and NGLs production, on an energy equivalency-basis, increased 10%, primarily attributable to a reduction in system line pressures and, to a lesser extent, resumed production from certain wells that were shut-in during the comparable 2015 period for well-bore integrity testing, per state regulations.

This Partnership experienced lower line pressures in the six months ended June 30, 2016 when compared to the six months ended June 30, 2015 as gathering system line pressures decreased following the commissioning of DCP Midstream’s Lucerne II plant in the summer of 2015 down to levels that were consistent with the Managing General Partner's projections. Line pressures on the midstream system decreased from an average of approximately 200 pounds per square inch ("psi") during the six months ended June 30, 2015 to an average of approximately 150 psi during the six months ended June 30, 2016. As a result of the reduction in line pressures during the six months ended June 30, 2016 and the impact of inventory fluctuations, production from this Partnership's vertical wells increased by 10% compared to the six months ended June 30, 2015. Despite experiencing lower pressures during the first six months of 2016 as compared to the comparable period of 2015, line pressures began to build toward the end of the second quarter of 2016 as system volumes increased and the region experienced warmer weather. Other contributing factors to the increase in line pressures were DCP Midstream experiencing significant unexpected downtime during the quarter on some of its major plants, as well as performing extensive scheduled maintenance on one of its higher capacity gas plants. The Managing General Partner expects the gathering system pressures on the system to stabilize and then decrease as cooler weather arrives by the end of the third quarter. Over time, however, 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 $41,000, or 7%, during the six months ended June 30, 2016 when compared to the same prior year period, primarily attributable to a decrease in the average selling price of 21% per Bbl, offset in part by a production volume increase of 18%. The average selling price per Bbl was $33.52 for the current year six month period compared to $42.25 for the same prior year period.

Crude oil sales decreased by $24,000, or 7%, during the three months ended June 30, 2016 when compared to the same prior year period, primarily attributable to a decrease in the average selling price of 18% per Bbl, offset in part by a production volume increase of 13%. The average selling price per Bbl was $38.71 for the current year three month period compared to $47.29 for the same prior year period.

Changes in Natural Gas Sales. Natural gas sales decreased by $46,000, or 32%, during the six months ended June 30, 2016 when compared to the same prior year period, primarily due to a decrease in average selling price of 35% per Mcf. The average selling price per Mcf was $1.39 for the current year six month period compared to $2.13 for the same prior year period.

Natural gas sales decreased by $19,000, or 31%, during the three months ended June 30, 2016 when compared to the same prior year period, primarily due to a decrease in average selling price of 32% per Mcf. The average selling price per Mcf was $1.34 for the current year three month period compared to $1.97 for the same prior year period.

Changes in NGLs Sales. NGLs sales decreased by $14,000, or 16%, during the six months ended June 30, 2016 when compared to the same prior year period, primarily due to a decrease in the average selling price of 20% per Bbl, offset in part by

- 12-


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


a production volume increase of 4%. The average selling price per Bbl was $8.60 for the current year six month period compared to $10.71 for the same prior year period.
 
NGLs sales increased by $4,000, or 10%, during the three months ended June 30, 2016 when compared to the same prior year period, primarily due to an increase in the average selling price of 13% per Bbl, offset in part by a production volume decrease of 3%. The average selling price per Bbl was $10.38 for the current year three month period compared to $9.20 for the same prior year period.

Provision for Underpayment of Natural Gas Sales. During the second quarter of 2016, an overriding royalty owner notified the Managing General Partner that the owner believed certain charges and costs had been improperly deducted before applying the owner’s overriding royalty percentage in certain of this Partnership’s wells in which this owner has an interest. During settlement discussions, the Managing General Partner and the owner agreed on a settlement amount. In June 2016, this Partnership recorded a charge to crude oil, natural gas and NGLs sales and an accrual of approximately $63,000 for this settlement.

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. While the price of crude oil decreased during the first half of 2016 compared to the first half of 2015, prices during the second quarter of 2016 increased substantially compared to the first quarter of 2016 as the number of US crude oil rigs and inventories declined. Natural gas prices also decreased during the first half of 2016 when compared to the same prior year period. Due to an oversupply of nearly all domestic NGLs products, this Partnership's average realized sales price for NGLs during the first half of 2016 reflected the same low levels seen during the last quarter of 2015, although NGLs prices were somewhat higher in the second quarter relative to the prior year period. With the initiation of ethane exports and increased NGLs demand, NGLs prices are starting to trend upward.

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.

Six months ended June 30, 2016 as compared to six months ended June 30, 2015

Crude oil, natural gas and NGLs production costs for the six months ended June 30, 2016 increased $47,000 compared to the same period in 2015. The period-over-period increase was primarily attributable to an increase in oil transportation cost on the White Cliffs pipeline, workover expense, production taxes and metering charges by this Partnership's midstream provider,

- 13-


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


offset in part by a decrease in well swabbing costs and wireline work, regulatory compliance expenses and fixed monthly well operating costs.

Three months ended June 30, 2016 as compared to three months ended June 30, 2015

Crude oil, natural gas and NGLs production costs for the three months ended June 30, 2016 increased $48,000 compared to the same period in 2015. The period-over-period increase was primarily attributable to an increase in production taxes, oil transportation cost on the White Cliffs pipeline, workover expense and metering charges by this Partnership's midstream provider, offset in part by a decrease in well swabbing costs and wireline work, contract labor and regulatory compliance expenses.

Direct costs - general and administrative

Six months ended June 30, 2016 as compared to six months ended June 30, 2015

Direct costs - general and administrative for the six months ended June 30, 2016 increased slightly compared to the same period in 2015, primarily attributable to higher professional fees for audit services.

Three months ended June 30, 2016 as compared to three months ended June 30, 2015

Direct costs - general and administrative for the three months ended June 30, 2016 decreased approximately $12,000 compared to the same period in 2015, primarily attributable to lower professional fees for audit services.

Depreciation, Depletion and Amortization

Six months ended June 30, 2016 as compared to six months ended June 30, 2015

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 $188,000 during the six months ended June 30, 2016 compared to the same period in 2015, mainly attributable to a lower DD&A expense rate in 2016, offset in part by the 10% increase in production volumes. The DD&A expense rate per Boe decreased to $5.72 for the six months ended June 30, 2016 compared to $11.84 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. Partially offsetting this decrease were 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.

Three months ended June 30, 2016 as compared to three months ended June 30, 2015

DD&A expense decreased $96,000 during the three months ended June 30, 2016 compared to the same period in 2015, mainly attributable to a lower DD&A expense rate in 2016, offset in part by the 5% increase in production volumes. The DD&A expense rate per Boe decreased to $5.76 for the three months ended June 30, 2016 compared to $12.00 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. Partially offsetting this decrease were 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, 40 wells had an increase in production totaling approximately 10.1 MBoe, or 30%, during the six months ended June 30, 2016 compared to the same prior year period and 28 wells had a decrease in production totaling approximately 5.9 MBoe, or 18%, during the six months ended June 30, 2016 compared to the same prior year period. The remaining seven wells did not produce or produced minimal amounts of hydrocarbons during both periods. The Managing

- 14-


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


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 be uneconomical to operate and may be plugged and abandoned. As a result, as of June 30, 2016, this Partnership has classified a portion of the asset retirement obligation as a current liability.

Six months ended June 30, 2016 as compared to six months ended June 30, 2015

Accretion of asset retirement obligations ("ARO") expense for the six months ended June 30, 2016 increased $25,000 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.

Three months ended June 30, 2016 as compared to three months ended June 30, 2015

ARO expense for the three months ended June 30, 2016 increased $13,000 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. Accordingly, 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 reduction in or elimination of cash distributions to the Managing General Partner and Investor Partners through the remainder of 2016 and beyond.

Working Capital

At June 30, 2016, this Partnership had a working capital of $67,000, compared to working capital of $182,000 at December 31, 2015. The $115,000 decrease from December 31, 2015 to June 30, 2016 was primarily due to the following changes:

•
an increase in accounts payable and accrued expenses of $67,000;
•
an increase in amounts due to managing general partner-other, net of $37,000;
•
a decrease in crude oil inventory of $23,000;
•
a decrease in accounts receivable of $14,000; and
•
an increase in the current portion of asset retirement obligations of $10,000.

Offset in part by:

•
an increase in cash and cash equivalents of $36,000.

The $67,000 increase in accounts payable and accrued expenses is primarily attributable to a $63,000 settlement owed to an overriding royalty interest owner.


- 15-


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


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 a 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.

Cash Flows

Operating Activities

This Partnership's cash flows from operating activities in the six months ended June 30, 2016 were primarily impacted by commodity prices, production volumes, operating costs and direct costs-general and administrative expenses. The key components of the changes in this Partnership's cash flows from operating activities are described in more detail in Results of Operations above.

Net cash flows provided by operating activities were $196,000 for the six months ended June 30, 2016 compared to net cash flows from operating activities of $250,000 for the comparable period in 2015. The decrease of $54,000 in cash from operating activities was primarily due to the following:

•
a decrease in crude oil, natural gas and NGLs sales of $165,000; and
•
an increase in crude oil, natural gas and NGLs production costs of $47,000.

Offset in part by:

•
an increase in changes in operating assets and liabilities of $160,000.

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 six months ended June 30, 2016, investment in equipment was $40,000 compared to $58,000 during the six months ended June 30, 2015.

Financing Activities

This Partnership initiated monthly cash distributions to investors in May 2008 and has distributed $113.5 million through June 30, 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 June 30,
 
Managing General Partner
 
Investor Partners
 
Total
2016
 
$
44,547

 
$
75,851

 
$
120,398

2015
 
38,119

 
64,904

 
103,023

 
 
 
 
 
 
 
Six Months Ended June 30,
 
Managing General Partner
 
Investor Partners
 
Total
2016
 
$
44,547

 
$
75,851

 
$
120,398

2015
 
119,818

 
204,014

 
323,832

 
 
 
 
 
 
 


- 16-


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


The decrease in distributions during the six months ended June 30, 2016 as compared to 2015 is primarily due to a decrease in cash flows from operating activities in 2016. Conversely, the increase in distributions during the three months ended June 30, 2016 as compared to 2015 is primarily due to an increase in cash flows from operating activities during the three months ended June 30, 2016.

Off-Balance Sheet Arrangements

As of June 30, 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.

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.


- 17-


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 June 30, 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 Principal 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 Principal Financial Officer concluded that this Partnership's disclosure controls and procedures were effective as of June 30, 2016.

(b)    Changes in Internal Control over Financial Reporting
 
During the three months ended June 30, 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.

- 18-


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 June 30, 2016:

Period
 
Total Number of
 Units Repurchased
 
Average Price Paid
 Per Unit
April 1-30, 2016
 
1.50

 
$
270

May 1-31, 2016
 
—

 
—

June 1-30, 2016
 
—

 
—

     Total
 
1.50

 
$
270



Item 3.    Defaults Upon Senior Securities

Not applicable.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.


- 19-


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 Principal 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 Principal 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.

- 20-


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.
 
 
August 12, 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
August 12, 2016
Barton R. Brookman
 
PDC Energy, Inc.
Managing General Partner of the Registrant
 
 
 
(principal executive officer)
 
 
 
 
 
/s/ R. Scott Meyers
 
Chief Accounting Officer
August 12, 2016
R. Scott Meyers
 
PDC Energy, Inc.
Managing General Partner of the Registrant
 
 
 
(principal financial officer)
 
 

- 21-

ROCKIES REGION 2007 LP Reports