v2.4.0.6
Document and Entity Information Document
3 Months Ended
Mar. 31, 2012
Entity Information [Line Items]  
Entity Registrant Name PDC 2002 C LTD PARTNERSHIP
Entity Central Index Key 0001224951
Current Fiscal Year End Date --12-31
Entity Filer Category Smaller Reporting Company
Document Type 10-Q
Document Period End Date Mar. 31, 2012
Document Fiscal Year Focus 2012
Document Fiscal Period Focus Q1
Amendement Flag false
Entity Common Stock, Share Outstanding 0
v2.4.0.6
Condensed Balance Sheets (Unaudited) (USD $)
Mar. 31, 2012
Dec. 31, 2011
Current assets:    
Cash and cash equivalents $ 7,331 $ 7,363 [1]
Accounts receivable 23,735 57,318 [1]
Crude oil inventory 7,800 19,370 [1]
Due from Managing General Partner-derivatives 207,208 181,946 [1]
Total current assets 246,074 265,997 [1]
Natural gas and crude oil properties, successful efforts method, at cost 6,969,399 6,969,336 [1]
Less: Accumulated depreciation, depletion and amortization (4,929,386) (4,882,949) [1]
Natural gas and crude oil properties, net 2,040,013 2,086,387 [1]
Due from Managing General Partner-derivatives 123,029 144,180 [1]
Other assets 43,771 42,160 [1]
Total noncurrent assets 2,206,813 2,272,727 [1]
Total Assets 2,452,887 2,538,724 [1]
Current liabilities:    
Accounts payable and accrued expenses 95,035 104,137 [1]
Due to Managing General Partner-derivatives 76,959 79,281 [1]
Due to Managing General Partner-other, net 35,753 90,506 [1]
Total current liabilities 207,747 273,924 [1]
Due to Managing General Partner-derivatives 53,383 71,474 [1]
Asset retirement obligations 224,952 221,153 [1]
Total liabilities 486,082 566,551 [1]
Commitments and contingent liabilities       [1]
Partners' equity:    
Managing General Partner 397,928 398,287 [1]
Limited Partners - 471.91 units issued and outstanding 1,568,877 1,573,886 [1]
Total Partners' equity 1,966,805 1,972,173 [1]
Total Liabilities and Partners' Equity $ 2,452,887 $ 2,538,724 [1]
[1] *Derived from audited 2011 balance sheet
v2.4.0.6
Condensed Balance Sheet Parenthetical
Mar. 31, 2012
Dec. 31, 2011
Condensed Balance Sheet Parenthetical [Abstract]    
Investor Partner units issued 471.91 471.91
Investor Partner units outstanding 471.91 471.91
v2.4.0.6
Condensed Statements of Operations (Unaudited) (USD $)
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Revenues:    
Natural gas, NGLs and crude oil sales $ 104,950 $ 135,788
Commodity price risk management gain (loss), net 55,545 (21,856)
Total revenues 160,495 113,932
Operating costs and expenses:    
Natural gas, NGLs and crude oil production costs 79,432 37,913
Direct costs - general and administrative 29,060 4,530
Depreciation, depletion and amortization 46,437 60,545
Accretion of asset retirement obligations 3,799 2,296
Total operating costs and expenses 158,728 105,284
Income from operations 1,767 8,648
Interest income 4 43
Net income 1,771 8,691
Net income allocated to partners 1,771 8,691
Less: Managing General Partner interest in net income 354 1,738
Net income allocated to Investor Partners $ 1,417 $ 6,953
Net income per Investor Partner unit $ 3 $ 15
Investor Partner units outstanding 471.91 471.91
v2.4.0.6
Condensed Statements of Cash Flows (Unaudited) Statement (USD $)
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Cash flows from operating activities:    
Net income $ 1,771 $ 8,691
Adjustments to net income to reconcile to net cash provided by operating activities:    
Depreciation, depletion and amortization 46,437 60,545
Accretion of asset retirement obligations 3,799 2,296
Unrealized loss (gain) on derivative transactions (24,524) 25,083
Changes in operating assets and liabilities:    
Decrease in accounts receivable 33,583 7,045
Decrease (increase) in crude oil inventory 11,570 (5,910)
Increase in other assets (1,611) (1,865)
Decrease in accounts payable and accrued expenses (9,102) (2,340)
Decrease in Due to Managing General Partner - other, net (54,816) (69,009)
Net cash provided by operating activities 7,107 24,536
Cash flows from investing activities:    
Capital expenditures for natural gas and crude oil properties 0 (11,816)
Net cash used in investing activities 0 (11,816)
Cash flows from financing activities:    
Distributions to Partners (7,139) (12,677)
Net cash used in financing activities (7,139) (12,677)
Net increase (decrease) in cash and cash equivalents (32) 43
Cash and cash equivalents, beginning of period 7,363 [1] 117,209
Cash and Cash Equivalents, end of period $ 7,331 $ 117,252
[1] *Derived from audited 2011 balance sheet
v2.4.0.6
General and Basis of Presentation
3 Months Ended
Mar. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
General and Basis of Presentation

PDC 2002-C Limited Partnership (the “Partnership” or the “Registrant”) was organized in 2002 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 natural gas and crude oil properties. Business operations commenced upon closing of an offering for the sale of Partnership units. Upon funding, the Partnership entered into a Drilling and Operating Agreement (“D&O Agreement”) with the Managing General Partner which authorizes Petroleum Development Corporation (“PDC”), which conducts business under the name PDC Energy, to conduct and manage the 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 the Partnership and initiates and completes substantially all Partnership transactions.

As of March 31, 2012, there were 471 limited partners in the Partnership (“Investor Partners”). PDC is the designated Managing General Partner of the Partnership and owns a 20% Managing General Partner ownership in the Partnership. According to the terms of the Agreement, revenues, costs and cash distributions of the Partnership are allocated 80% to the Investor Partners, which are shared pro rata, based upon the number of units in the Partnership, and 20% to the Managing General Partner. The Managing General Partner may repurchase Investor Partner units under certain circumstances provided by the Agreement, upon request of an individual Investor Partner. Through March 31, 2012, the Managing General Partner has repurchased 29.5 units of Partnership interests from the Investor Partners at an average price of $3,818 per unit. As of March 31, 2012, the Managing General Partner owns 25% of the Partnership.

Beginning in June 2011, when the Investor Partner's average annual rate of return fell below 12.8%, the Partnership modified the standard ownership-based pro-rata allocation of Partnership cash available for distribution, pursuant to the Performance Standard Obligation outlined in Section 4.02 of the Agreement. Distributions paid to the Managing General Partner were reduced and distributions to the Investor Partners were increased by $715 for the three months ended March 31, 2012 as a result of the Preferred Cash Distribution made under the terms in Section 4.02, which expires in April 2013. There were no Preferred Cash Distributions prior to June 2011. For more information concerning the Performance Standard Obligation, see Note 8, Partners' Equity and Cash Distributions to the Partnership's financial statements that accompany the 2011 Form 10-K.

In the Managing General Partner's opinion, the accompanying interim unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the Partnership's financial statements 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 Securities and Exchange Commission (“SEC”). Accordingly, pursuant to such rules and regulations, certain notes and other financial information included in the audited financial statements have been condensed or omitted. The information presented in this quarterly report on Form 10-Q should be read in conjunction with the Partnership's audited financial statements and notes thereto included in the Partnership's 2011 Form 10-K. The Partnership's accounting policies are described in the Notes to Financial Statements in the Partnership's 2011 Form 10-K and updated, as necessary, in this Form 10-Q. The results of operations for the three months ended March 31, 2012, and the cash flows for the same period, is not necessarily indicative of the results to be expected for the full year or any other future period.
v2.4.0.6
Recent Accounting Standards
3 Months Ended
Mar. 31, 2012
New Accounting Pronouncement or Change in Accounting Principle, Current Period Disclosures [Abstract]  
Description of New Accounting Pronouncements Adopted [Text Block]
Recent Accounting Standards

Recently Adopted Accounting Standards

Fair Value Measurement

On May 12, 2011, the FASB issued changes related to fair value measurement. The changes represent the converged guidance of the FASB and the International Accounting Standards Board ("IASB") (collectively the "Boards") on fair value measurement. Many of the changes eliminate unnecessary wording differences between International Financial Reporting Standards ("IFRS") and U.S. GAAP. The changes expand existing disclosure requirements for fair value measurements categorized in Level 3 by requiring (1) a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, (2) a description of the valuation processes in place and (3) a narrative description of the sensitivity of the fair value to changes in unobservable inputs and the interrelationships between those inputs. In addition, the changes also require the categorization by level in the fair value hierarchy of items that are not measured at fair value in the statement of financial position whose fair value must be disclosed. These changes are to be applied prospectively and are effective for public entities during interim and annual periods beginning after December 15, 2011. The adoption of these changes did not have a significant impact on the Partnership's financial statements.
v2.4.0.6
Transactions with Managing General Partner
3 Months Ended
Mar. 31, 2012
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]
Transactions with Managing General Partner

The Managing General Partner transacts business on behalf of the Partnership under the authority of the D&O Agreement. Revenues and other cash inflows received by the Managing General Partner on behalf of the Partnership are distributed to the Partners net of (after deducting) corresponding operating costs and other cash outflows incurred on behalf of the Partnership. The fair value of the Partnership's portion of open derivative instruments is recorded on the condensed balance sheets under the captions “Due from Managing General Partner-derivatives,” in the case of net unrealized gains and “Due to Managing General Partner-derivatives,” in the case of net unrealized losses.

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

    
 
March 31, 2012
 
December 31, 2011
Natural gas, NGLs and crude oil sales revenues
collected from the Partnership's third-party customers
$
15,158

 
$
40,289

Commodity price risk management, realized gain
22,100

 
6,118

Other (1)
(73,011
)
 
(136,913
)
Total Due to Managing General Partner-other, net
$
(35,753
)
 
$
(90,506
)

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

The following table presents Partnership transactions, excluding derivative transactions which are more fully detailed in Note 5, Derivative Financial Instruments, with the Managing General Partner for the three months ended March 31, 2012 and 2011. “Well operations and maintenance” and “Gathering, compression and processing fees” are included in the “Natural gas, NGLs and crude oil production costs” line item on the condensed statements of operations.    
 
 Three months ended March 31,
 
2012
 
2011
 Well operations and maintenance
$
70,479

 
$
25,970

 Gathering, compression and processing fees
3,750

 
4,835

 Direct costs - general and administrative
29,060

 
4,530

 Cash distributions (1) (2)
1,102

 
2,941


(1)
Cash distributions include $389 and $406 during the three months ended March 31, 2012 and 2011, respectively, related to equity cash distributions on Investor Partner units repurchased by PDC.
(2)
Cash distributions to the Managing General Partner were reduced by $715 during the three months ended March 31, 2012, due to Preferred Cash Distributions made by the Managing General Partner to Investor Partners under the Performance Standard Obligation provision of the Agreement. There were no Preferred Cash Distributions prior to June 2011. For more information concerning this obligation, see Note 1, General and Basis of Presentation.
v2.4.0.6
Fair Value Measurements and Disclosures
3 Months Ended
Mar. 31, 2012
Fair Value Disclosures [Abstract]  
Fair Value Disclosures [Text Block]
Fair Value Measurements and Disclosures

Derivative Financial Instruments

Determination of fair value. The Partnership's fair value measurements are estimated pursuant to a fair value hierarchy that requires the 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. 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 three levels of inputs that may be used to measure fair value are defined as:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability and (iv) inputs that are derived from observable market data by correlation or other means. Includes the Partnership's fixed-price swaps and basis swaps.

Level 3 - Unobservable inputs for the asset or liability, including situations where there is little, if any, market activity for the asset or liability. Includes the Partnership's natural gas collars.

Derivative Financial Instruments. The Managing General Partner measures the fair value of the Partnership's derivative instruments based on a pricing model that utilizes market-based inputs, including but not limited to the contractual price of the underlying position, current market prices, natural gas and crude oil forward curves, discount rates such as the LIBOR curve for a similar duration of each outstanding position, volatility factors and nonperformance risk. Nonperformance risk considers the effect of the Managing General Partner's credit standing on the fair value of derivative liabilities and the effect of the Managing General Partner's counterparties' credit standings on the fair value of derivative assets. Both inputs to the model are based on published credit default swap rates and the duration of each outstanding derivative position.

The Managing General Partner validates its fair value measurement through (1) the review of counterparty statements and other supporting documentation, (2) the determination that the source of the inputs are valid, (3) the corroboration of the original source of inputs through access to multiple quotes, if available, or other information and (4) monitoring changes in valuation methods and assumptions. While the Managing General Partner uses common industry practices to develop its valuation techniques, changes in the Managing General Partner's pricing methodologies or the underlying assumptions could result in significantly different fair values. While the Managing General Partner believes its valuation method is appropriate and consistent with those used by other market participants, the use of a different methodology, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value.

The Managing General Partner has evaluated the credit risk of the counterparties holding the derivative assets, which are primarily financial institutions who are also major lenders in the Managing General Partner's corporate credit facility agreement, giving consideration to amounts outstanding for each counterparty and the duration of each outstanding derivative position. Based on the Managing General Partner's evaluation, the Managing General Partner has determined that the impact of the risk of nonperformance of the Managing General Partner's counterparties on the fair value of the Partnership's derivative instruments is insignificant.

The following table presents, for each hierarchy level, the Partnership's derivative assets and liabilities, including both current and non-current portions, measured at fair value on a recurring basis. These derivative instruments were comprised of commodity collars, commodity fixed-price swaps and basis swaps.
 
March 31, 2012
 
December 31, 2011
 
 Level 2
 
 Level 3
 
 Total
 
 Level 2
 
 Level 3
 
 Total
 
 
 
 
 
 
 
 
 
 
 
 
 Assets:
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
Current
 
 
 
 
 
 
 
 
 
 
 
Commodity based derivatives
$
202,212

 
$
4,996

 
$
207,208

 
$
176,059

 
$
5,887

 
$
181,946

 
 
 
 
 
 
 
 
 
 
 
 
Non-Current
 
 
 
 
 
 
 
 
 
 
 
 Commodity based derivatives
123,029

 

 
123,029

 
144,180

 

 
144,180

 
 
 
 
 
 
 
 
 
 
 
 
 Total assets
325,241

 
4,996

 
330,237

 
320,239

 
5,887

 
326,126

 
 
 
 
 
 
 
 
 
 
 
 
 Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
 
 
 
 
 
 
 
 
 
 
Basis protection derivative contracts
76,959

 

 
76,959

 
79,281

 

 
79,281

 
 
 
 
 
 
 
 
 
 
 
 
Non-Current
 
 
 
 
 
 
 
 
 
 
 
Basis protection derivative contracts
53,383

 

 
53,383

 
71,474

 

 
71,474

 
 
 
 
 
 
 
 
 
 
 
 
 Total liabilities
130,342

 

 
130,342

 
150,755

 

 
150,755

 
 
 
 
 
 
 
 
 
 
 
 
 Net asset (1)
$
194,899

 
$
4,996

 
$
199,895

 
$
169,484

 
$
5,887

 
$
175,371


(1)As of March 31, 2012 and December 31, 2011, none of the Partnership's derivative instruments were designated as hedges.

    
The following table presents a reconciliation of the Partnership's Level 3 fair value measurements.     
 
Three months ended
 
March 31, 2012
 
March 31, 2011
 Fair value, net asset, beginning of period
$
5,887

 
$
10,169

 Changes in fair value included in statement of operations line item:
 
 
 
 Commodity price risk management gain (loss), net
1,359

 
1,316

 Settlements
(2,250
)
 
(8,992
)
 Fair value, net asset, end of period
$
4,996

 
$
2,493

 
 
 
 
Change in unrealized gain (loss) relating to assets (liabilities) still held as of
 

 
 
March 31, 2012 and 2011, respectively, included in statement of operations line item:
 
 
 
 Commodity price risk management gain (loss), net
$
1,160

 
$


The significant unobservable input used in the fair value measurement of the Partnership's derivative contracts is the implied volatility curve, and is provided by a third party vendor. A significant increase or decrease in the implied volatility, in isolation, would have a directionally similar effect resulting in a significantly higher or lower fair value measurement of the Partnership's Level 3 derivative contracts.

See Note 5, Derivative Financial Instruments, for additional disclosure related to the Partnership's derivative financial instruments.

Non-Derivative Financial Assets and Liabilities

The carrying values of the financial instruments comprising current assets and current liabilities approximate fair value due to the short-term maturities of these instruments.
v2.4.0.6
Derivative Financial Instruments
3 Months Ended
Mar. 31, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments Disclosure [Text Block]
Derivative Financial Instruments

As of March 31, 2012, the Partnership had derivative instruments in place for a portion of its anticipated natural gas production through 2013 for a total of 83,809 MMbtu.

The following table presents the impact of the Partnership's derivative instruments on the Partnership's accompanying condensed statements of operations.
 
 
 Three months ended March 31,
 
 
2012
 
2011
Statement of operations line item:
 
Reclassification of Realized Gains (Losses) Included in Prior Periods Unrealized
 
Realized and Unrealized Gains For the Current Period
 
Total
 
Reclassification of Realized Gains (Losses) Included in Prior Periods Unrealized
 
Realized and Unrealized Gains (Losses) For the Current Period
 
Total
Commodity price risk management gain (loss), net
 
 
 
 
 
 
 
 
 
 
 
 
Realized gains
 
$
27,858

 
$
3,163

 
$
31,021

 
$
2,316

 
$
911

 
$
3,227

Unrealized gains (losses)
 
(27,858
)
 
52,382

 
24,524

 
(2,316
)
 
(22,767
)
 
(25,083
)
Total commodity price risk management gain (loss), net
$

 
$
55,545

 
$
55,545

 
$

 
$
(21,856
)
 
$
(21,856
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Counterparties. The Managing General Partner makes use of over-the-counter derivative instruments that enable the Partnership to manage a portion of its exposure to price volatility from producing natural gas and crude oil. These arrangements expose the Partnership to the credit risk of nonperformance by the counterparties. The Managing General Partner primarily uses financial institutions, who are also major lenders in the Managing General Partner's credit facility agreement, as counterparties to its derivative contracts. To date, the Managing General Partner has had no counterparty default losses. The Managing General Partner has evaluated the credit risk of the Partnership's derivative assets from counterparties using relevant credit market default rates, giving consideration to amounts outstanding for each counterparty and the duration of each outstanding derivative position. Based on this evaluation, the Managing General Partner has determined that the impact of the risk of nonperformance of the counterparties on the fair value of the Partnership's derivative instruments was not significant.
v2.4.0.6
Commitments and Contingencies
3 Months Ended
Mar. 31, 2012
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]
Commitments and Contingencies
Legal Proceedings

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

Environmental

Due to the nature of the oil and gas industry, the 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 the Partnership's environmental risk profile. Liabilities are accrued when environmental remediation efforts are probable and the costs can be reasonably estimated. During the three months ended March 31, 2012, there were no new environmental remediation projects identified by the Managing General Partner for the Partnership. As of March 31, 2012, the Partnership has accrued environmental remediation liabilities for two of the Partnership's wells in the amount of approximately $93,000, which is included in line item captioned “Accounts payable and accrued expenses” on the condensed balance sheet. At December 31, 2011, the Partnership had accrued environmental remediation liabilities for the same projects for approximately $99,000. The Managing General Partner is not currently aware of any environmental claims existing as of March 31, 2012, which have not been provided for or would otherwise have a material impact on the Partnership's condensed financial statements. However, there can be no assurance that current regulatory requirements will not change or unknown past non-compliance with environmental laws will not be discovered on the Partnership's properties.