June 13, 2005
Mr. Albert L. Reese, Jr.
Chief Financial Officer
ATP Oil and Gas Corporation
4600 Post Oak Place, Suite 200
Houston, Texas 77027
Re: ATP Oil and Gas Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
Form 10-K/A for Fiscal Year Ended December 31, 2004
Filed April 29, 2005
Form 10-Q for Fiscal Quarter Ended March 31, 2005
Filed May 10, 2005
File No. 0-32261
Dear Mr. Reese:
We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Please provide a written response to
our
comments. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Management`s Discussion and Analysis, page 30
Results of Operations Table, page 34
1. Please reconcile total revenues in this table of $65,236 and
$86,036 for the periods ended December 31, 2003 and 2002 to the
amounts presented in your Consolidated Statements of Operations of
$70,151 and $80,017.
Contractual Obligations, page 40
2. Please reconcile total long-term debt in your table of
contractual
obligations of $218,438 to the total amount presented in your
Consolidated Balance Sheets as of December 31, 2004 for short-term
and long-term debt of $210,309.
Financial Statements
Consolidated Statements of Comprehensive Income (Loss), page F-8
3. The guidance in paragraph 25 of SFAS 130, requires the
disclosure
of income tax expense or benefit allocated to each component of
other
comprehensive income, either on the face of the statement in which
those components are displayed, or in the notes to your financial
statements.
Exhibits 31.1 and 31.2
4. We note your reference to Exchange Act Rules 13a-14 and 15d-14
for
the definitions of disclosure controls and procedures. In
conjunction with Release No. 33-8238, effective August 14, 2003,
these definitions now reside in Exchange Act Rules 13a-15(f) and
15d-
15(f).
Form 10-K/A for the Fiscal Year Ended December 31, 2004
Exhibits 31.1 and 31.2
5. We note your certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 does not include the introductory
language
required in paragraph 4, referring to the certifying officers`
responsibility for establishing and maintaining internal control
over
financial reporting for the company, or paragraph 4(b). Please
note
that the introductory language and paragraph 4(b) became mandatory
once you were required to include management`s internal control
report and the related attestation report of your independent
accountants in your annual report. You may refer to Release No.
33-
8238, Item III.E., Discussion of Amendments Related to
Certifications, Transition Period, at
<http://www.sec.gov/rules/final/33-8238.htm#iiie> for further
guidance.
Form 10-Q for the Fiscal Quarter Ended March 31, 2005
Note 3 - Asset Retirement Obligations, page 7
6. Please disclose the reasons you believe it is appropriate to
reduce your asset retirement obligation for liabilities incurred,
so
that it is clear how your accounting complies with the guidance in
paragraphs 13 through 15 of SFAS 143.
Engineering Comments
Our Business Strategy, page 6
7. We note your statement, "From the inception of operations
through
March 25, 2005, we have successfully brought to production 37 out
of
38 projects from previously undeveloped reservoirs, a 97% success
ratio." Please furnish us with a spreadsheet comparison between
the
pre-drill gross proved undeveloped reserves for each of these 37
projects and the current gross proved estimated ultimate recovery
for
these same projects. Reconcile the gross figures to your
disclosed
net volumes. Explain any obviously large differences between pre-
drill and post-drill figures. Specifically address whether 3-D
seismic interpretation was used to estimate proved reservoir
dimensions. Include the original projected PUD drill dates and
capital costs and the actual capital expenditures and spud dates.
You may contact us for assistance in this or any other matter.
Oil and Natural Gas Reserves, page F-27
8. We note that 78% of your disclosed proved reserves are
undeveloped. Please submit to us the petroleum engineering
reports -
in hard copy and electronic spreadsheet format - you used as the
basis for your year-end 2004 proved reserve disclosures. The
report
should include one-line recaps for each property sorted by field
and
by present worth within each proved reserve category including the
estimated date of first production and anticipated capital costs -
including abandonment - for your proved undeveloped properties.
Closing Comments
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jennifer Goeken at (202) 551-3721, Karl
Hiller,
Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the financial statements and related matters. You may
contact Ronald Winfrey, Petroleum Engineer, at (202) 551-3704 with
questions about engineering comments. Please contact me at (202)
551-3740 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
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Mr. Reese
ATP Oil and Gas Corporation
June 13, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05