Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
NOTE A.Organization and Nature of Operations |
NOTEA. Organization and Nature of Operations
Pioneer is a Delaware corporation whose common stock is listed and traded on the New York Stock Exchange. The Company is a large independent oil and gas exploration and production company with continuing operations in the United States, South Africa and Tunisia.
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NOTE B.Basis of Presentation |
NOTEB. Basis of Presentation
Presentation. In the opinion of management, the consolidated financial statements of the Company as of June30, 2009 and for the three and six months ended June30, 2009 and 2008 include all adjustments and accruals, consisting only of normal recurring accrual adjustments, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a full year.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in connection with the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December31, 2008.
Discontinued operations. During the three months ended June30, 2009, the Company committed to a plan to sell its shelf properties in the Gulf of Mexico and sold its Mississippi assets. The Company completed the sale of its shelf properties in the Gulf of Mexico on August6, 2009. In accordance with Statement of Financial Accounting Standards (SFAS) No.144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), the Company has classified the assets and liabilities of its shelf properties in the Gulf of Mexico as discontinued operations held for sale in the accompanying consolidated balance sheet as of June30, 2009, and reflected the results of operations of both the planned and completed divestitures as discontinued operations, rather than as a component of continuing operations. In April 2006 and November 2007, the Company completed the sale of its Argentine assets and Canadian subsidiaries. During the three and six months ended June30, 2008, the Company continued to realize certain revenues and costs and expense increments associated with these divestitures. See Note R for additional information regarding discontinued operations.
Allowances for doubtful accounts. As of June30, 2009 and December31, 2008, the Companys allowances for doubtful accounts totaled $12.2 million and $32.4 million, respectively. In accordance with SFAS No.5, Accounting for Contingencies, the Company establishes allowances for bad debts equal to the estimable portions of accounts and notes receivables for which failure to collect is considered probable. The Company estimates the portions of joint interest receivables for which failure to collect is probable based on percentages of joint interest receivables that are past due. The Company estimates the portions of other receivables for which failure to collect is probable based on the relevant facts and circumstances surrounding the receivable. Allowances for doubtful accounts are recorded as reductions to the carrying values of the receivables included in the Companys consolidated balance sheets and as charges to other expense in the consolidated statements of operations in the accounting periods during which failure to collect an esti |
NOTE C.Exploratory Well Costs |
NOTEC. Exploratory Well Costs
The Company capitalizes exploratory well costs until a determination is made that the well has either found proved reserves or that it is impaired. The capitalized exploratory well costs are presented in proved properties in the consolidated balance sheets. If the exploratory well is determined to be impaired, the well costs are charged to exploration and abandonments expense.
The following table reflects the Companys capitalized exploratory well activity during the three and six months ended June30, 2009:
ThreeMonthsEnded June30, 2009 SixMonthsEnded June30, 2009
(in thousands)
Beginning capitalized exploratory well costs $ 123,839 $ 124,014
Additions to exploratory well costs pending the determination of proved reserves 12,196 26,338
Reclassification due to determination of proved reserves (17,811 ) (27,201 )
Exploratory well costs charged to exploration expense (4,227 ) (9,154 )
Ending capitalized exploratory well costs $ 113,997 $ 113,997
The following table provides an aging, as of June30, 2009 and December31, 2008, of capitalized exploratory well costs and the number of projects for which exploratory well costs have been capitalized for a period greater than one year, based on the date drilling was completed:
June30,2009 December31,2008
(inthousands,exceptprojectcounts)
Capitalized exploratory well costs that have been suspended:
One year or less $ 20,471 $ 54,423
More than one year 93,526 69,591
$ 113,997 $ 124,014
Number of projects with exploratory well costs that have been suspended for a period greater than one year 6 4
The following table provides an aging of capitalized costs of exploration projects that have been suspended for more than one year as of June30, 2009:
Total 2009 2008 2007 2006
(in thousands)
United States:
Cosmopolitan Unit $ 60,495 $ 1,834 $ 6,344 $ 51,488 $ 829
Other 2,525 (282 ) 2,807
Tunisia 30,506 1,261 20,866 4,434 3,945
Total $ 93,526 $ 2,813 $ 30,017 $ 55,922 $ 4,774
Cosmopolitan Unit. The Company owns a 100 percent working interest in, and is the operator of, the Cosmopolitan Unit in the Cook Inlet of Alaska. During 2007, the Company drilled the Hansen #1A L1 well, a lateral sidetrack from an existing wellbore, to appraise the resource potential of the unit. The initial unstimulated production test results were encouraging. As a result, the Company began permitting and facilities planning during 2008 to further evaluate the units resource potential. During 2009, the Company plans to continue with permitting, progress engineering studies and develop plans for a second well to be drilled in 2010 to further delineate the extent of the units resource pote |
NOTE D.Disclosures About Fair Value Measurements |
NOTED. Disclosures About Fair Value Measurements
The valuation framework of SFAS 157 is based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a companys own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. These two types of inputs are further prioritized into the following fair value input hierarchy:
Level 1 quoted prices for identical assets or liabilities in active markets.
Level 2 quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates) and inputs derived principally from or corroborated by observable market data by correlation or other means.
Level 3 unobservable inputs for the asset or liability.
The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety. The following table presents the Companys assets and liabilities that are measured at fair value on a recurring basis as of June30, 2009, for each of the fair value hierarchy levels:
Fair Value Measurements at Reporting Date Using FairValueat June30,2009
QuotedPricesin ActiveMarketsfor Identical Assets (Level 1) SignificantOther Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
(in thousands)
Assets:
Trading securities $ 53 $ 188 $ $ 241
Commodity derivatives 96,939 7,228 104,167
Deferred compensation plan assets 23,445 23,445
Total assets $ 23,498 $ 97,127 $ 7,228 $ 127,853
Liabilities:
Commodity derivatives $ $ 144,701 $ 1,762 $ 146,463
Interest rate derivatives 9,542 9,542
Total liabilities $ $ 154,243 $ 1,762 $ 156,005
The following tables present the changes in the fair values of the Companys net commodity derivative assets classified as Level 3 in the fair value hierarchy:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Three Months Ended June30, 2009
NGLSwap Contracts Gas Three-Way Collars Oil Three-Way Collars Total
(in thousands)
Beginning balance $ 16,470 $ (1,697 ) $ 3,364 $ 18,137
Total gains (losses) (a):
Net unrealized losses included in earnings (8,666 ) (8,666 )
Net realized losses included in earnings (780 ) (780 )
Settlements (1,558 ) |
NOTE E.Income Taxes |
NOTEE. Income Taxes
The Company accounts for income taxes in accordance with the provisions of SFAS No.109, Accounting for Income Taxes (SFAS 109). SFAS 109 requires that the Company continually assess both positive and negative evidence to determine whether it is more likely than not that deferred tax assets can be realized prior to their expiration. Pioneer monitors Company-specific, oil and gas industry and worldwide economic factors to assess the likelihood that the Companys net operating loss carryforwards (NOLs) and other deferred tax attributes in the U.S. federal, state and foreign tax jurisdictions will be utilized prior to their expiration. As of June30, 2009 and December31, 2008, the Companys valuation allowances (relating primarily to foreign tax jurisdictions) were $42.0 million and $37.5 million, respectively.
The Company also accounts for income taxes in accordance with FASB Interpretation No.48, Accounting for Uncertainty in Income Taxes (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized and prescribes a recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of June30, 2009, the Company had no unrecognized tax benefits (as defined in FIN 48). In connection with the adoption of FIN 48, the Company established a policy to account for interest charges with respect to income taxes as interest expense and any penalties, with respect to income taxes, as other expense in the consolidated statements of operations. The Company files income tax returns in the U.S. federal and various state and foreign jurisdictions. With few exceptions, the Company believes that it is no longer subject to examinations by tax authorities for years before 2003. As of June30, 2009, no adjustments had been proposed in any jurisdiction that would have a significant effect on the Companys future results of operations or financial position.
On June30, 2009, pursuant to Tunisian law, the Company established an investment reserve equal to 20 percent of 2008 taxable profits on the Adam and Cherouq concessions and thereby reduced current taxes payable by $13.1 million with a corresponding offset to deferred income taxes in the Companys accompanying consolidated balance sheets. The investment reserve will be used to fund future drilling activity or pipeline infrastructure projects in Tunisia.
Income tax (provisions) benefits. The Companys income tax (provisions) benefits attributable to income from continuing operations consisted of the following for the three and six months ended June30, 2009 and 2008:
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(in thousands)
Current:
U.S. federal $ (777 ) $ 14,328 $ 294 $ 8,908
U.S. state (6,329 ) (686 ) (7,006 ) (1,597 )
Foreign 9,220 (25,680 ) (942 ) (40,451 )
2,114 (12,038 ) (7,654 ) (33,140 )
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NOTE F.Long-term Debt |
NOTEF. Long-term Debt
Lines of credit. During April 2007, the Company entered into an Amended and Restated 5-Year Revolving Credit Agreement (the Credit Facility) that matures in April 2012, unless extended in accordance with the terms of the Credit Facility. The Credit Facility provides for initial aggregate loan commitments of $1.5 billion, which may be increased to a maximum aggregate amount of $2.0 billion if the lenders increase their loan commitments or if loan commitments of new financial institutions are added. As of June30, 2009, the Company had $982.0 million of outstanding borrowings under the Credit Facility and $46.0 million of undrawn letters of credit, all of which were commitments under the Credit Facility, leaving the Company with $472.0 million of unused borrowing capacity under the Credit Facility.
Effective April29, 2009, the Company and the lenders under the Companys Credit Facility amended the Credit Facility to provide the Company additional financial flexibility. The Credit Facility contains certain financial covenants, one of which required the Company to maintain a ratio of the net present value of the Companys oil and gas properties to total debt of at least 1.75 to 1.0 until the Company achieves an investment grade rating by Moodys Investors Service, Inc. or Standard Poors Ratings Group, Inc. The amendment changed that ratio to 1.5 to 1.0 through the period ending March31, 2011, after which time the ratio would revert to 1.75 to 1.0, and provides that the Company may include in the calculation of the present value of its oil and gas properties 75 percent of the market value of its ownership of limited partner units of Pioneer Southwest. The covenant requiring the Company to maintain a ratio of total debt to total capitalization of no more than 0.60 to 1.0 was not changed.
The amendment also adjusted certain borrowing rates and commitment fees, and changed certain provisions relating to the consequences if a lender under the Credit Facility defaults in its obligations under the agreement. After taking into account the amendment, revolving loans under the Credit Facility bear interest, at the option of the Company, based on (a)a rate per annum equal to the higher of the prime rate announced from time to time by JPMorgan Chase Bank or the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System during the last preceding business day plus .5 percent plus a defined alternate base rate spread margin (ABR Margin), which is currently one percent based on the Companys debt rating or (b)a base Eurodollar rate, substantially equal to LIBOR, plus a margin (the Applicable Margin), which is currently two percent and is also determined by the Companys debt rating. Swing line loans under the Credit Facility bear interest at a rate per annum equal to the ASK rate for Federal funds periodically published by the Dow Jones Market Service plus the Applicable Margin. Letters of credit outstanding under the Credit Facility are subject to a per annum fee, representing the Applicable Margin plus .125 percent. The Company also pays commitment fees on undrawn amounts unde |
NOTE G.Derivative Financial Instruments |
NOTEG. Derivative Financial Instruments
The Company uses financial derivative contracts to manage exposures to commodity price, interest rate and foreign currency fluctuations. The Company generally does not enter into derivative financial instruments for speculative or trading purposes. The Company also may enter physical delivery contracts to effectively provide commodity price protection. Because these contracts are not expected to be net cash settled, they are considered to be normal sales contracts and not derivatives. Therefore, physical delivery contracts are not accounted for as derivative financial instruments in the financial statements.
All derivatives are recorded on the balance sheet at estimated fair value. Fair value is determined in accordance with SFAS 157 and is generally determined based on the credit-adjusted present value difference between the fixed contract price and the underlying market price at the determination date. Effective February1, 2009, the Company discontinued hedge accounting on all existing derivative instruments and since that date has accounted for derivative instruments using the mark-to-market accounting method. Therefore, the Company will recognize all future changes in the fair values of its derivative contracts as gains or losses in the earnings of the period in which they occur.
Changes in the fair value of effective cash flow hedges prior to the Companys discontinuance of hedge accounting on February1, 2009 were recorded as a component of AOCI Hedging, which has been or will be transferred to earnings when the hedged transaction is recognized in earnings. Any ineffective portion of changes in the fair value of hedge derivatives prior to February1, 2009 was recorded in the earnings of the period of change. The ineffective portion was calculated as the difference between the change in fair value of the hedge derivative and the estimated change in cash flows from the item hedged.
Fair value derivatives. The Company monitors the debt capital markets and interest rate trends to identify opportunities to enter into and terminate interest rate derivative contracts, with the objective of reducing the Companys costs of capital. As of June30, 2009 and December31, 2008, the Company was not a party to any fair value hedges.
Cash flow derivatives. The Company utilizes commodity swap and collar contracts to (i)reduce the effect of price volatility on the commodities the Company produces and sells, (ii)support the Companys annual capital budgeting and expenditure plans and (iii)reduce commodity price risk associated with certain capital projects. The Company also, from time to time, utilizes interest rate contracts to reduce the effect of interest rate volatility on the Companys indebtedness and forward currency exchange agreements to reduce the effect of exchange rate volatility.
Oil prices. All material physical sales contracts governing the Companys oil production have been tied directly or indirectly to the NYMEX prices. The following table sets forth the volumes in Bbls underlying the Companys outstanding oil derivative contracts and the weighted average NYMEX prices per Bbl for those |
NOTE H.Asset Retirement Obligations |
NOTEH. Asset Retirement Obligations
The Companys asset retirement obligations primarily relate to the future plugging and abandonment of wells and related facilities. The Company does not provide for a market risk premium associated with asset retirement obligations because a reliable estimate cannot be determined. The Company has no assets that are legally restricted for purposes of settling asset retirement obligations. The following table summarizes the Companys asset retirement obligation transactions during the three and six months ended June30, 2009 and 2008:
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(in thousands)
Beginning asset retirement obligations $ 173,516 $ 200,371 $ 172,433 $ 208,183
Liabilities assumed in acquisitions 21 21
New wells placed on production and changes in estimates (a) 15,327 630 15,366 (7,791 )
Liabilities reclassified to discontinued operations held for sale (14,353 ) (14,353 )
Disposition of wells (246 ) (246 )
Liabilities settled (23,046 ) (17,271 ) (24,976 ) (18,804 )
Accretion of discount on continuing operations 2,753 1,961 5,505 3,904
Accretion of discount on discontinued operations 220 199 442 398
Ending asset retirement obligations $ 154,171 $ 185,911 $ 154,171 $ 185,911
(a)
During the six months ended June30, 2008, the Company recorded a $9.0 million decrease in the abandonment estimates and associated insurance recovery estimates for the East Cameron facility that was destroyed by Hurricane Rita in 2005.
The Company records the current and noncurrent portions of asset retirement obligations in other current liabilities and other liabilities, respectively, in the accompanying consolidated balance sheets. As of June30, 2009 and December31, 2008, the current portions of the Companys asset retirement obligations were $22.7 million and $29.9 million, respectively.
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NOTE I.Postretirement Benefit Obligations |
NOTEI. Postretirement Benefit Obligations
As of June30, 2009 and December31, 2008, the Company had $9.4 million and $9.6 million, respectively, of unfunded accumulated postretirement benefit obligations, the current and noncurrent portions of which are included in other current liabilities and other liabilities, respectively, in the consolidated balance sheets. These obligations are comprised of five plans of which four relate to predecessor entities that the Company acquired in prior years. These plans had no assets as of June30, 2009 or December31, 2008. Other than participants in the Companys retirement plan, the participants of these plans are not current employees of the Company.
The following table reconciles changes in the Companys unfunded accumulated postretirement benefit obligations during the three and six months ended June30, 2009 and 2008:
ThreeMonthsEnded June30, Six Months Ended June30,
2009 2008 2009 2008
(in thousands)
Beginning accumulated postretirement benefit obligations $ 9,504 $ 10,401 $ 9,612 $ 10,494
Net benefit payments (362 ) (265 ) (691 ) (563 )
Service costs 57 47 114 95
Accretion of interest 165 158 329 315
Ending accumulated postretirement benefit obligations $ 9,364 $ 10,341 $ 9,364 $ 10,341
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NOTE J.Commitments and Contingencies |
NOTEJ. Commitments and Contingencies
Legal actions. The Company is party to the legal actions that are described below. The Company is also a party to other proceedings and claims incidental to its business. While many of these matters involve inherent uncertainty, the Company believes that the amount of the liability, if any, ultimately incurred with respect to such other proceedings and claims will not have a material adverse effect on the Companys consolidated financial position as a whole or on its liquidity, capital resources or future annual results of operations. The Company will continue to evaluate its litigation on a quarter-by-quarter basis and will establish and adjust any litigation reserves as appropriate to reflect its assessment of the then current status of litigation.
MOSH Holding. On April11, 2005, the Company and its principal United States subsidiary, Pioneer Natural Resources USA, Inc., were named as defendants in MOSH Holding, L.P. v Pioneer Natural Resources Company; Pioneer Natural Resources USA, Inc.; Woodside Energy (USA) Inc.; and JPMorgan Chase Bank, N.A., as Trustee of the Mesa Offshore Trust (the Trust), which is before the Judicial District Court of Harris County, Texas (334th Judicial District) (the Court).
On April27, 2009, the Company and all parties in the lawsuit reached an agreement to settle the lawsuit. Under the terms of the settlement agreement, the Company will pay to the Trust the sum of $13 million in exchange for a full and final release of all claims made or that could have been made in the lawsuit. The Company will also contribute to the Trust proceeds obtained from the Companys sale of its complete interest, including its working interest, in the Brazos Block A-39 tract, which will be sold in conjunction with the Trusts sale of its assets.
The settlement agreement is subject to customary conditions, including a condition that the settlement is not final until it is approved by the Court and the Court issues a final, non-appealable judgment disposing of all claims. On August 6, 2009, the Court issued an Interlocutory Judgment approving the settlement agreement. The Interlocutory Judgment, together with the settlement agreement and Findings of Fact and Conclusions of Law, disposes of all claims and claimants except five individuals who intervened in this lawsuit. Pioneer intends to file a motion seeking dismissal of the intervenors claims. Assuming Pioneers motion is granted, the intervenors claims will be dismissed, and a final judgment will be entered. Once such final judgment becomes non-appealable (or any timely appeals are resolved), then the settlement agreement will become final. Assuming that the intervenors claims are dismissed and no appeals are filed, it is expected that the settlement agreement will become final in the third or fourth quarter of 2009.
Colorado Notice of Violation. On May13, 2008, the Company was served with a Notice of Violation/Cease and Desist Order by the State of Colorado Department of Public Health and Environmental Water Quality Control Division. The Notice alleges violations of stormwater discharge permits in the Companys Raton Basin and Lay C |
NOTE K.Earnings Per Share From Continuing Operations |
NOTEK. Earnings Per Share From Continuing Operations
Basic earnings per share from continuing operations is computed by dividing earnings from continuing operations attributable to common stockholders by the weighted average number of common shares outstanding for the period. The computation of diluted earnings per share from continuing operations reflects the potential dilution that could occur if securities or other contracts to issue common stock that are dilutive to income from continuing operations were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the earnings of the Company. During periods that the Company realizes a loss from continuing operations attributable to common stockholders, securities or other contracts to issue common stock would not be dilutive to loss per share and conversion into common stock is assumed not to occur.
The Companys earnings from continuing operations attributable to common stockholders is computed as income (loss) from continuing operations less participating share-based earnings. The following table is a reconciliation of the Companys income (loss) from continuing operations to income (loss) from continuing operations attributable to common stockholders for the three- and six-month periods ended June30, 2009 and 2008:
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(in thousands)
Income (loss) from continuing operations $ (94,845 ) $ 155,570 $ (104,687 ) $ 277,227
Participating share-based earnings (122 ) (2,247 ) (98 ) (3,498 )
Income (loss) from continuing operations attributable to common stockholders $ (94,967 ) $ 153,323 $ (104,785 ) $ 273,729
(a)
In accordance with FSP EITF 03-6-1, unvested restricted stock share awards and restricted stock unit awards represent participating securities because they participate in nonforfeitable dividends with the Companys common stock. Participating share-based earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. Unvested restricted stock awards and restricted stock unit awards do not participate in undistributed net losses as they are not contractually obligated to do so.
The following table is a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding for the three- and six-month periods ended June30, 2009 and 2008:
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(in thousands)
Weighted average common shares outstanding (a):
Basic 113,979 118,363 114,116 118,149
Dilutive common stock options (b) 332 329
Contingently issuable - performance shares (b) 83 42
Convertible notes dilution (c) 592 296
Diluted 113,979 119,370 114,116 118,816
( |
NOTE L.Geographic Operating Segment Information |
NOTEL. Geographic Operating Segment Information
The Companys only operations are oil and gas exploration and producing activities; however, the Company is organizationally structured along geographic operating segments or regions. The Company has reportable operations in the United States, South Africa and Tunisia.
The following tables provide the Companys geographic operating segment data for the three and six months ended June30, 2009 and 2008. Geographic operating segment income tax (provisions) benefits have been determined based on statutory rates existing in the various tax jurisdictions where the Company has oil and gas producing activities. The Headquarters table column includes income and expenses that are not routinely included in the earnings measures internally reported to management on a geographic operating segment basis and operations in Equatorial Guinea and Nigeria, where the Company concluded exploration activities during 2007.
United States SouthAfrica Tunisia Headquarters Consolidated Total
(in thousands)
Three Months Ended June30, 2009
Revenues and other income:
Oil and gas $ 314,031 $ 18,160 $ 38,501 $ $ 370,692
Interest and other 88,598 88,598
Gain on disposition of assets, net 7 46 53
314,038 18,160 38,501 88,644 459,343
Costs and expenses:
Oil and gas production 75,389 445 8,959 84,793
Production and ad valorem taxes 23,715 23,715
Depletion, depreciation and amortization 132,482 20,446 5,750 7,265 165,943
Exploration and abandonments 17,978 195 3,244 201 21,618
General and administrative 33,275 33,275
Accretion of discount on asset retirement obligations 2,753 2,753
Interest 43,475 43,475
Hurricane activity, net 16,075 16,075
Derivative losses, net 170,224 170,224
Other 18,864 3,768 14,083 36,715
284,503 21,086 21,721 271,276 598,586
Income (loss) from continuing operations before income taxes 29,535 (2,926 ) 16,780 (182,632 ) (139,243 )
Income tax benefit (provision) (10,928 ) 849 (9,638 ) 64,115 44,398
Income (loss) from continuing operations $ 18,607 $ (2,077 ) $ 7,142 $ (118,517 ) $ (94,845 )
United States SouthAfrica Tunisia Headquarters Consolidated Total
(in thousands)
Three Months Ended June30, 2008
Revenues and other inco |
NOTE M.Impairment of Oil and Gas Properties |
NOTEM. Impairment of Oil and Gas Properties
Oil and gas properties assessments. During the first quarter of 2009, the downward adjustments to economically recoverable resource potential in the Companys Uinta/Piceance area associated with declines in commodity prices and well performance led to the impairment of the net assets in the Companys Uinta/Piceance area. The Companys estimates of the undiscounted future cash flows attributed to the assets indicated that their carrying amounts were not expected to be recovered. Consequently, the Company recorded a $21.1 million noncash charge during the first quarter of 2009 to reduce the carrying value of the Uinta/Piceance area oil and gas properties. The impairment charge reduced the oil and gas properties carrying values to their estimated fair values, represented by the estimated discounted future cash flows attributable to the assets, which were derived from Level 2 fair value inputs.
The Companys primary assumptions of the estimated future cash flows attributable to oil and gas properties are based on (i)proved reserves and risk-adjusted probable and possible reserves and (ii)managements commodity price outlook.
Goodwill assessments. In accordance with SFAS 142, the Company assesses its goodwill for impairment annually during the third quarter using a July1 assessment date. The Companys assessment of goodwill during the third quarter of 2008 indicated that it was not impaired. As a result of declines in commodity prices and a significant decline in the Companys market capitalization during the second half of 2008, which the Company considered an event that might indicate impairment to the carrying value of goodwill, the Company has reassessed whether the fair value of its net assets supported the carrying value of the Companys goodwill at its United States reporting unit at December31, 2008 and quarterly thereafter. The Companys quarterly reassessments have indicated that its goodwill was not impaired.
The Companys assessments of goodwill for impairment include estimates of the fair value of its United States reporting unit and comparisons of those fair value estimates with the United States reporting units carrying value. The Companys estimates of the fair value of its United States reporting unit entailed estimating the fair values of the reporting units assets and liabilities. The primary component of those assets and liabilities is comprised of the reporting units oil and gas properties, whose estimated values were based on the estimated discounted future net cash flows expected to be recovered from the properties. The Companys primary assumptions in preparing the estimated discounted future net cash flows expected to be recovered from the properties are based on (i)proved reserves and risk-adjusted probable reserves, (ii)managements price outlook, including assumptions as to inflation of costs and expenses, (iii)the Companys weighted average cost of capital and (iv)future income tax expense attributable to the net cash flows.
Due to the significant decline in the Companys market capitalization, the Company expanded its assessment of goodwill impairment to consider the fai |
NOTE N.Volumetric Production Payments |
NOTEN. Volumetric Production Payments
During 2005, the Company sold 27.8 MMBOE of proved reserves by means of three VPP agreements for net proceeds of $892.6 million, including the assignment of the Companys obligations under certain derivative hedge agreements. Proceeds from the VPPs were used to reduce outstanding indebtedness. The first VPP sold 58 Bcf of gas volumes over an expected five-year term that began in February 2005. The second VPP sold 10.8 MMBbls of oil volumes over an expected seven-year term that began in January 2006. The third VPP sold 6.0 Bcf of gas volumes over an expected 32-month term from May 2005 through December 2007, and 6.2 MMBbls of oil volumes over an expected five-year term that began in January 2006.
The Companys VPPs represent limited-term overriding royalty interests in oil and gas reserves that: (i)entitle the purchaser to receive production volumes over a period of time from specific lease interests, (ii)are free and clear of all associated future production costs and capital expenditures associated with the reserves, (iii)are nonrecourse to the Company (i.e., the purchasers only recourse is to the reserves acquired), (iv)transfer title of the reserves to the purchaser and (v)allow the Company to retain the remaining reserves after the VPPs volumetric quantities have been delivered.
Under SFAS No.19, Financial Accounting and Reporting by Oil and Gas Producing Companies, a VPP is considered a sale of proved reserves. As a result, the Company (i)removed the proved reserves associated with the VPPs, (ii)recognized VPP proceeds as deferred revenue which are being amortized on a unit-of-production basis to oil and gas revenues over the term of each VPP, (iii)retained responsibility for 100 percent of the production costs and capital costs related to VPP interests and (iv)no longer recognizes production associated with the VPP volumes.
The following table provides information about the deferred revenue carrying values of the Companys VPPs.
Gas Oil Total
(in thousands)
Deferred revenue at December31, 2008 $ 49,435 $ 275,706 $ 325,141
Less: 2009 amortization (24,514 ) (49,180 ) (73,694 )
Deferred revenue at June30, 2009 $ 24,921 $ 226,526 $ 251,447
The above deferred revenue amounts will be recognized in oil and gas revenues in the consolidated statements of operations as noted below, assuming the related VPP production volumes are delivered as scheduled (in thousands):
Remaining 2009 $ 74,212
2010 90,215
2011 44,951
2012 42,069
$ 251,447
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NOTE O.Interest and Other Income |
NOTEO. Interest and Other Income
The following table provides the components of the Companys interest and other income:
ThreeMonthsEnded June30, Six Months Ended June30,
2009 2008 2009 2008
(in thousands)
Alaskan Petroleum Production Tax credits (a) $ 87,511 $ 6,605 $ 94,989 $ 17,770
Interest income 749 376 1,379 860
Other income 795 437 959 1,769
Deferred compensation plan income 74 174 861 1,546
Foreign currency remeasurement and exchange gains (b) (735 ) (988 ) 617 2,526
Credit card rebate 204 285 453 554
Change in asset retirement estimate 4,391
Legal settlements (2 ) 2,495
Total interest and other income $ 88,598 $ 6,887 $ 99,258 $ 31,911
(a)
The Company earns Alaskan Petroleum Production Tax (PPT) credits on qualifying capital expenditures. The Company recognizes income from PPT credits at the time they are realized through a cash refund or sale.
(b)
The Companys operations in Africa periodically recognize monetary assets and liabilities in currencies other than their functional currencies. Associated therewith, the Company realizes foreign currency remeasurement and transaction gains and losses.
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NOTE P.Other Expense |
NOTEP. Other Expense
The following table provides the components of the Companys other expense:
ThreeMonthsEnded June30, Six Months Ended June30,
2009 2008 2009 2008
(in thousands)
Idle rig related costs (a) $ 22,632 $ 6,975 $ 42,918 $ 14,836
Transportation commitment loss (b) 6,781 6,781
Contingency and environmental accrual adjustments 262 63 6,086 507
Well servicing operations (c) 2,391 895 5,382 1,638
Foreign currency remeasurement and exchange losses (d) 3,408 (35 ) 4,733 338
Inventory impairment (e) 433 1,603
Other 866 (882 ) 1,345 (357 )
Bad debt expense (58 ) 1,259 (744 ) 3,228
Total other expense $ 36,715 $ 8,275 $ 68,104 $ 20,190
(a)
Represents stacked drilling rig costs under contractual drilling rig commitments and costs incurred to terminate contractual drilling rig commitments prior to their contractual maturities.
(b)
Primarily represents transportation contract deficiency payment obligations not supported by future production.
(c)
Represents idle well servicing costs.
(d)
The Companys operations in Africa periodically recognize monetary assets and liabilities in currencies other than their functional currencies. Associated therewith, the Company realizes foreign currency remeasurement and transaction gains and losses.
(e)
Represents impairment charges to reduce the carrying value of excess lease and well equipment and supplies inventories to their estimated net realizable values.
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NOTE Q.Insurance Claims |
NOTEQ. Insurance Claims
As a result of Hurricane Rita in September 2005, the Companys East Cameron facility, located in the Gulf of Mexico shelf, was destroyed. As of June30, 2009, the Company estimated that it will cost approximately $16 million to $21 million to complete the reclamation and abandonment of the East Cameron facility. The operations to reclaim and abandon the East Cameron facilities began in January 2007. The estimate of the remaining costs to reclaim and abandon the East Cameron facility is based upon an estimate by the Company.
The remaining estimated cost to reclaim and abandon the East Cameron facilities contains a number of assumptions that could cause the ultimate cost to be higher or lower than the estimate, as there are many uncertainties when working offshore and underwater with damaged equipment and wellbores. The Company has expended approximately $182.0 million on the reclamation and abandonment of the East Cameron facility through June30, 2009. During the three months ended June30, 2009, the Company recorded a $15.0 million noncash charge to hurricane activity, net in the accompanying statements of operations to increase its estimate of the total costs to reclaim and abandon the East Cameron facility.
The Company filed a claim with its insurance providers regarding the loss at East Cameron. Under the Companys insurance policies, the East Cameron facility had the following coverages: (a)$14 million of scheduled property value for the platform, which was received in 2005, (b)$4 million of scheduled business interruption insurance after a deductible waiting period, which was received in 2006, (c)$100 million of well restoration and safety, in total, for all assets per occurrence and (d)$400 million for debris removal coverage for all assets per occurrence.
For the six months ended June30, 2009, the Company has received $11.6 million from one of its insurance providers related to debris removal, which reduced the Companys recorded receivable. At the present, no recoveries have been reflected related to certain costs associated with plugging and abandonment and the well restoration and safety coverages. In 2007, the Company commenced legal actions against its insurance carriers regarding policy coverage issues, primarily related to debris removal, certain costs associated with plugging and abandonment, and the well restoration and safety coverages. The Company continues to expect that a substantial portion of the loss will be recoverable from insurance.
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NOTE R.Discontinued Operations |
NOTER. Discontinued Operations
During the three months ended June30, 2009, the Company committed to a plan to sell its shelf properties in the Gulf of Mexico and sold its Mississippi assets. The Company completed the sale of its shelf properties in the Gulf of Mexico on August6, 2009. Pursuant to SFAS 144, the Company has reflected the results of operations of these transactions as discontinued operations, rather than as a component of continuing operations. Additionally, in April 2006 and November 2007, the Company completed the sale of its Argentine assets and Canadian subsidiaries. During the three and six months ended June30, 2008, the Company continued to realize certain revenues and costs and expense increments associated with these divestitures. The following table represents the components of the Companys discontinued operations for the three and six month periods ended June30, 2009 and 2008:
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(in thousands)
Revenues and other income:
Oil and gas $ 5,736 $ 18,186 $ 11,722 $ 34,619
Interest and other 86 1,989
Gain (loss) on disposition of assets, net (a) 306 (72 ) 306 (6 )
6,042 18,200 12,028 36,602
Costs and expenses:
Oil and gas production 2,109 1,469 4,649 3,275
Production and ad valorem taxes 60 74 118 214
Depletion, depreciation and amortization (a) (551 ) 2,428 3,862 7,418
Exploration and abandonments (a) 22 3,980 283 5,472
General and administrative (21 ) (2 ) (36 ) 215
Accretion of discount on asset retirement obligations (a) 220 199 442 398
Other (433 ) (389 )
1,839 7,715 9,318 16,603
Income from discontinued operations before income taxes 4,203 10,485 2,710 19,999
Income tax benefit (provision):
Current 348 (171 )
Deferred (a) (1,472 ) (3,482 ) (949 ) (5,437 )
Income from discontinued operations $ 2,731 $ 7,351 $ 1,761 $ 14,391
(a)
Represents the significant noncash components of discontinued operations.
At June30, 2009, the carrying values of the assets and liabilities of the Companys Gulf of Mexico shelf operations are included in discontinued operations held for sale in the accompanying consolidated balance sheet and are comprised of the following (in thousands):
Composition of assets included in discontinued operations held for sale:
Current assets $ 2,870
Property, plant and equipment, net 13,385
Other assets, net 619
Total assets $ 16,874
Composition of lia |
NOTE S.Subsequent Events |
NOTES. Subsequent Events
In accordance with SFAS 165, the Company has evaluated subsequent events through August7, 2009, the date of issuance of the unaudited consolidated financial statements. The Company is not aware of any reportable subsequent events through August7, 2009, except as disclosed in Notes J and R. |