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  1. raw/filings/0000077877/2000/0000077877-01-500003/filing.txt +0 -0
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  8. raw/filings/0000077877/2001/0000077877-02-000003/filing.txt +0 -0
  9. raw/filings/0000077877/2001/0000077877-02-000003/filing_metadata.csv +2 -0
  10. raw/filings/0000077877/2001/0000077877-02-000003/item1.txt +97 -0
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  12. raw/filings/0000077877/2001/0000077877-02-000003/item9a.txt +0 -0
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  15. raw/filings/0000077877/2002/0000077877-03-000003/filing.txt +0 -0
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  17. raw/filings/0000077877/2002/0000077877-03-000003/item1.txt +98 -0
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  22. raw/filings/0000077877/2003/0000077877-04-000012/filing.txt +0 -0
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  40. raw/filings/0000077877/2005/0000077877-06-000037/rp_note.txt +0 -0
  41. raw/filings/0000077877/2005/0000077877-06-000037/rpt_disclosure.txt +7 -0
  42. raw/filings/0000077877/2006/0001140361-07-010649/filing.txt +0 -0
  43. raw/filings/0000077877/2006/0001140361-07-010649/filing_metadata.csv +2 -0
  44. raw/filings/0000077877/2006/0001140361-07-010649/item1.txt +0 -0
  45. raw/filings/0000077877/2006/0001140361-07-010649/item13.txt +0 -0
  46. raw/filings/0000077877/2006/0001140361-07-010649/item9a.txt +0 -0
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  49. raw/filings/0000077877/2007/0001140361-08-007391/filing.txt +0 -0
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raw/filings/0000077877/2000/0000077877-01-500003/filing.txt ADDED
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+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
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+ 0000077877,PDCE,"PDC ENERGY, INC.",10-K,2001-03-26,2000-12-31,2001-03-26T05:00:00.000Z,0000077877-01-500003,pdc10k.htm,PDC 10-K HTML,438578,0,0,https://www.sec.gov/Archives/edgar/data/77877/000007787701500003/pdc10k.htm,https://www.sec.gov/Archives/edgar/data/77877/000007787701500003/,2000,2000,1
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1
+ Item 1. Business
2
+ The Company is an independent energy company engaged primarily in the development, production and marketing of natural gas and oil. The Company has grown primarily through drilling and development
3
+ activities, the acquisition of natural gas and oil producing wells and the expansion of its natural gas marketing activities. As of December 31, 2000, the Company operates approximately 2,025 wells located in the Appalachian basin, Michigan, and the Rocky
4
+ Mountain Region, with gross proved reserves of 307 Bcfe of natural gas of which the Company's share is 132 Bcfe of natural gas. The wells operated by the Company currently produce an aggregate of approximately 47,000 thousand cubic feet equivalent
5
+ ("Mcfe", based on one barrel of oil equals 6 thousand cubic feet "Mcf" of gas.) of natural gas per day, of which the Company's share is approximately 19,500 Mcfe.
6
+ The Company's operations are divided into three regions, the Appalachian Basin, Michigan, and the Rocky Mountains. The Company has conducted operations in Appalachia since its inception in 1969, in
7
+ Michigan since 1997, and the Rocky Mountains since 1999. As of the end of 2000 approximately 39% of production was generated by Appalachian Basin wells, 36% by Michigan wells, and 25% by Colorado wells. At the end of 2000 the Company's reserves were
8
+ divided almost equally among three regions, with all of the recorded proved undeveloped reserves in Michigan and Colorado. This reflects the planned drilling for 2001, which will be focused in Colorado and to a lesser extent in Michigan.
9
+ In all three regions the Company has historically targeted shallow, developmental natural gas reserves for development. In most areas of Colorado the wells also produce oil in conjunction with natural gas.
10
+ In one of our areas in Michigan, oil is the dominant economic product. The Company is also investigating the potential for deeper exploratory wells in the Rocky Mountain region, with plans to include several exploratory prospects in its 2001 drilling plans.
11
+ The Company owns Riley Natural Gas (RNG), an Appalachian Basin natural gas marketing company, which aggregates and resells natural gas developed by the Company and other producers. This allows the Company
12
+ to diversify its operations beyond natural gas drilling and production. RNG has established relationships with many of the small natural gas producers in the Appalachian Basin and has significant expertise in the natural gas end-user market. In addition,
13
+ RNG has extensive experience in the use of hedging strategies, which the Company utilizes to reduce the financial impact on the Company of changes in the price of natural gas.
14
+ Since 1984, the Company has sponsored limited partnerships formed to engage in drilling operations. The Company typically retains a 20% ownership interest in these drilling limited partnerships. In 2000,
15
+ the Company raised $55.6 million through four public drilling partnerships, making it the sponsor of the largest public oil and gas partnership program in the United States in that year. The drilling programs have provided the Company with access to the
16
+ capital resources necessary to expand its drilling opportunities and to maintain the infrastructure necessary to support such activities.
17
+ Industry Overview
18
+ Natural gas is the second largest energy source in the United States, after liquid petroleum. The 22.7 Tcf of natural gas consumed in 2000 represented approximately 23% of the total energy used in the United States.
19
+ Natural gas is consumed in the United States as follows: 45% by industrial end-users as feedstock for products such as plastic and fertilizer or as the energy source for producing products such as glass; 22% and 16% by residential and commercial
20
+ end-users, respectively, for uses including heating, cooling and cooking; 12% by utilities for the generation of electricity; and the remainder for transportation purposes. (Source U.S. Energy Information Administration)
21
+ -2-
22
+ The Company believes that the market for natural gas will grow in the future. The demand for natural gas has increased due to four main factors:
23
+ - Efficiency. Relative to other energy sources, natural gas losses during transportation from source to destination are slight, averaging only about 9% of the natural gas energy.
24
+ - Environmentally favorable. Natural gas is the cleanest and most environmentally safe of the fossil fuels.
25
+ - Safety. The delivery of natural gas is among the safest means of distributing energy to customers, as the natural gas transmission system is fixed and is located underground.
26
+ - Price. The deregulation of the natural gas industry and a favorable regulatory environment have resulted in end-users' ability to purchase natural gas on a competitive basis from a greater
27
+ variety of sources.
28
+ The Company believes that the foregoing factors, together with the increased availability of natural gas as a form of energy for residential, commercial and industrial uses, should increase the demand for natural gas as well as create
29
+ new markets for natural gas.
30
+ As local supplies of natural gas are inadequate to meet demand, the West Coast and the Northeast import natural gas from producing areas via interstate natural gas pipelines. The cost of transporting
31
+ natural gas from the major producing areas to markets creates a price advantage for production located closer to the consuming regions. The natural gas industry in the Appalachian Basin and Michigan benefit from proximity to the northeastern United States.
32
+ In the early 1980's, natural gas companies began exploiting the northern portion of Michigan's lower peninsula, when certain favorable tax credits for natural gas development were enacted. The result of
33
+ such development was new advances in drilling technology, which made natural gas drilling in this area profitable even after the expiration of these tax credits. In Michigan's lower peninsula, there is an abundance of shallow Antrim gas shale, which can
34
+ provide significant reserves per well drilled. Additionally, this area is close to certain end-user markets, which has provided favorable premiums.
35
+ During 1998 the Company began to establish a lease position in the Rocky Mountain producing region. The region is believed to hold substantial undeveloped natural gas resources. Recent additions to
36
+ pipeline capacity in the region have made the area more attractive for development. Gas from the region will generally sell for less than gas in the Appalachian and Michigan Basins, but costs of development are expected to be less. During 1998, the
37
+ Company leased 39,500 acres of oil and gas development rights acres in Utah. In 1999 the company drilled four unsuccessful exploratory wells, two in Moffatt County, Colorado and two in Carter County, Montana. In November and December 1999 the Company
38
+ acquired drilling rights to 20 locations in the Wattenberg field in Weld County, Colorado and a 7,400 acre lease in the Grand Valley field in Garfield County, Colorado. Prior to the end of 1999, the Company had drilled five successful wells in the
39
+ Wattenberg field and was prepared to drill its first Grand Valley test well. The Company expanded its operations in the Rocky Mountains in 2000, by drilling 52 successful wells and adding over 50,000 acres to its position in the Wattenberg and Grand
40
+ Valley fields. The Company plans to do the majority of its development work in these areas in 2001.
41
+ Business Strategy
42
+ The Company's objective is to expand its natural gas reserves, production and revenues through a strategy that includes the following key elements:
43
+ -3-
44
+ Expand drilling operations. The Company has had one of the most active drilling programs in the Northeast in the 1990's and will seek to continue to build on the experience developed. The Company drilled
45
+ 97 wells in 2000, compared to 178 for the year of 1999. The decrease in the number of wells drilled results primarily from the greater cost of the Rocky Mountain wells compared to the Company's Appalachian and Michigan wells. The Company believes that it
46
+ will be able to drill a substantial number of new wells on its current undeveloped leased properties. As of December 31, 2000, the Company had 11,000 undeveloped acres in the Michigan Basin, 12,900 undeveloped acres in the Appalachian Basin and 164,600
47
+ undeveloped acres in the Rocky Mountain Region. As drilling activity increases, the Company benefits as its fixed costs may be spread over a larger number of wells.
48
+ Acquire producing properties. The Company's acquisition efforts are focused on properties that fit well within existing operations or that help to build critical mass in areas where the Company is
49
+ establishing new operations. Acquisitions will likely offer economies in management and administration, and therefore the Company believes that it will be able to acquire more producing wells without incurring substantial increases in its costs of
50
+ operations.
51
+ Pursue geographic expansion. The Company has a proven ability to drill and operate shallow natural gas wells successfully. There are a number of areas outside the Appalachian Basin where drilling and
52
+ operating characteristics are similar to those in Appalachia. For example, since 1996, the Company expanded into the Michigan Basin, which permitted the Company to leverage its expertise developed in the Appalachian Basin because of the similarities in
53
+ methods of drilling, depth, equipment and operations. Moreover, reserves and production levels of two to three times that of Appalachian levels for a similar investment more than offset higher expected operating costs. The Company's Colorado development
54
+ projects also build on our shallow gas well operating experience. The Company will continue to evaluate opportunities to expand geographically on an ongoing basis.
55
+ Reduce risks inherent in natural gas development and marketing. An integral part of the Company's strategy has been and will continue to be to concentrate on shallow development, (rather than exploratory)
56
+ drilling, and geographical diversification to reduce risk levels associated with natural gas and oil production. Development drilling is less risky than exploratory drilling and is likely to generate cash returns more quickly. The focus on shallow wells
57
+ builds on the Company's knowledge and experience, and also provides greater investment diversification than an equal investment in a smaller number of deeper and/or more expensive wells. Geographical diversification can help to offset possible weakness in
58
+ the natural gas market or disappointing drilling results in one area. The Company believes that, as natural gas markets are deregulated, successful natural gas marketing is essential to profitable operations. To further this goal, the Company has the
59
+ expertise of RNG, an experienced natural gas marketer. The Company intends to continue to expand its marketing capacity to keep pace with the changing natural gas industry.
60
+ Exploration and Development Activities
61
+ The Company's development activities focus on the identification and drilling of new productive wells and the acquisition of existing producing wells from other producers.
62
+ Prospect Generation
63
+ The Company's staff of professional geologists is responsible for identifying areas with potential for economic production of natural gas and oil. These geologists have decades of cumulative drilling of
64
+ successful, economically feasible natural gas and oil wells. They utilize results from logs and other tools to evaluate existing wells and to predict the location of attractive new gas reserves. To further this process, the Company has collected and
65
+ continues to collect logs, core data, production information and other raw data available from state and private agencies, other companies and individuals actively drilling in the regions being evaluated. From this information the geologists develop
66
+ models of the subsurface structures and stratigraphy that are used to predict areas with above-average prospects for economic development.
67
+ -4-
68
+ On the basis of these models, the geologists instruct the Company's land department to obtain available natural gas leaseholds in these prospective areas. These leases are then obtained, if possible, by
69
+ the Company's land department or contract landmen under the direction of the Company's land manager. In most cases, the Company pays a lease bonus and annual rental payments, converting, upon initiation of production, to a 12.5% royalty on gross
70
+ production revenue in return for obtaining the leases. In some instances of particularly attractive properties, additional overriding royalty payments may be made to third parties or royalty owners. As of December 31, 2000, the Company had a total
71
+ leasehold inventory of approximately 294,040 acres. See--"Properties--Natural Gas Leases."
72
+ Drilling Activities
73
+ When prospects have been identified and leased, the Company develops these properties by drilling wells. In 2000, the Company drilled a total of 97 wells, with no dry holes. Typically, the Company will act
74
+ as driller-operator for these prospects, entering into contracts with partnerships, including Company-sponsored partnerships, and other entities that are interested in exploration or development of the prospects. The Company generally retains an interest
75
+ in each well it drills. See "Financing of Drilling Activities."
76
+ Much of the work associated with drilling, completing and connecting wells, including drilling, fracturing, logging and pipeline construction, is performed by subcontractors specializing in those
77
+ operations, as is common in the industry. A large part of the material and services used by the Company in the development process is acquired through competitive bidding by approved vendors. The Company also directly negotiates rates and costs for
78
+ services and supplies when conditions indicate that such an approach is warranted. As the prices paid to the Company by its investor partners for the Company's services are frequently fixed before the wells are drilled or are determined solely on the well
79
+ depth, the Company is subject to the risk that prices of goods or services used in the development process could increase, rendering its contracts with its investor partners less profitable or unprofitable. In addition, problems encountered in the process
80
+ can substantially increase development costs, sometimes without recourse for the Company to recover its costs from its partners. To minimize these risks, the Company seeks to lock in its development costs in advance of drilling and, when possible, at the
81
+ time of negotiation and execution of its investor partnership agreements.
82
+ Acquisitions of Producing Properties
83
+ In addition to drilling new wells, the Company continues to pursue opportunities to purchase existing wells from other producers and greater ownership interests in the wells it operates. Generally, outside
84
+ interests purchased include a majority interest in the wells and well operations.
85
+ During 1998 the Company purchased an 80% interest in 122 producing wells located in Pennsylvania from Pemco Gas, Inc. and a 100% working interest in 13 producing wells in Michigan. During 1999, the Company purchased a 100% working
86
+ interest in 53 producing wells in the D-J Basin of Colorado which added 3.6 Bcf of natural gas and 370,000 barrels of oil to the Company's reserves. During 2000, the Company purchased 100% of the working interest in 168 producing wells in the DJ Basin of
87
+ Colorado which added 4.9 Bcf of natural gas and 560,000 barrels of oil to the Company's reserves. Also purchased in 1998, 1999 and 2000 were certain well interests in its Company sponsored partnerships.
88
+ -5-
89
+ Production
90
+ The following table shows the Company's net production in Bbls of crude oil and in Mcf of natural gas and the costs and weighted average selling prices thereof, for the last five years.
91
+ Year Ended December 31,
92
+ 2000
93
+ 1999
94
+ 1998
95
+ 1997
96
+ 1996
97
+ Production(1):
98
+ Oil(MBbls)
99
+ 109
100
+ 8
101
+ 8
102
+ 9
103
+ 7
104
+ Natural Gas (MMcf)
105
+ 5,737
106
+ 3,451
107
+ 2,453
108
+ 1,810
109
+ 1,495
110
+ Equivalent MMcfs(2)
111
+ 6,391
112
+ 3,499
113
+ 2,501
114
+ 1,864
115
+ 1,537
116
+ Average sales price:
117
+ Oil (per Bbl)
118
+ $29.99
119
+ $18.75
120
+ $10.61
121
+ $16.10
122
+ $16.35
123
+ Natural gas (per Mcf)(3)
124
+ $2.74
125
+ $2.46
126
+ $2.46
127
+ $2.88
128
+ $3.04
129
+ Average production cost
130
+ (lifting cost) per
131
+ equivalent Mcf(4)
132
+ $0.66
133
+ $0.69
134
+ $0.61
135
+ $0.65
136
+ $0.63
137
+ ----------
138
+ (1) Production as shown in the table is net to the Company and is determined by multiplying the gross production volume of properties in which the Company has an interest by the percentage of the leasehold or other property
139
+ interest owned by the Company.
140
+ (2) A ratio of energy content of natural gas and oil (six Mcf of natural gas equals one barrel of oil) was used to obtain a conversion factor to convert oil production into equivalent Mcfs of natural gas.
141
+ (3) The Company utilizes commodity-based derivative instruments as hedges to manage a portion of its exposure to price volatility of its natural gas sales. The effect of hedges on the average sales price of natural gas for the
142
+ years ended December 31, 2000, 1999 and 1998 was $(0.91), $(0.01) and $0.14, respectively.
143
+ (4) Production costs represent oil and gas operating expenses as reflected in the financial statements of the Company.
144
+ Well Operations
145
+ The Company currently operates approximately 1,538 wells in the Appalachian Basin, 209 wells in the Michigan Basin and 277 wells in the Rocky Mountain Region. The Company's ownership interest in these
146
+ wells ranges from 0% to 100%, and, on average, the Company has an approximate 52% ownership interest in the wells it operates. Currently these wells produce an aggregate of about 47,000 Mcfe of natural gas per day, including the Company's share of 19,500
147
+ Mcfe per day.
148
+ The Company is paid a monthly operating charge for each well it operates for outside owners. The rate is competitive with rates charged by other operators in the area. The charge covers monthly operating
149
+ and accounting costs, insurance and other recurring costs. The Company may also receive additional compensation for special non-recurring activities, such as reworks and recompletions.
150
+ Transportation
151
+ Natural gas wells are connected by pipelines to natural gas markets. Over the years, the Company has developed extensive gathering systems in some of its areas of operations. The Company also continues to
152
+ construct new trunklines as necessary to provide for the marketing of natural gas being developed from new areas and to enhance or maintain its existing systems.
153
+ The Company is paid a transportation fee for natural gas that is moved by other producers through these pipeline systems. In many cases the Company has been able to receive higher natural gas prices as a result of its ability to move
154
+ natural gas to more attractive markets through this pipeline system, to the benefit of both the Company and its investor partners.
155
+ -6-
156
+ The Company had an Ohio subsidiary, Paramount Natural Gas Company ("PNG"), which commenced operations in October 1992 as a regulated Ohio distribution utility. In 2000, all of the assets of PNG were sold
157
+ and the Company ceased operations as an Ohio utility.
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+ Item 13. Certain Relationships and Related Transactions
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+ The response to this item is set forth herein in Note 8 in the Notes to Consolidated Financial Statements.
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+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000077877,PDCE,"PDC ENERGY, INC.",10-K,2002-03-15,2001-12-31,2002-03-15T05:00:00.000Z,0000077877-02-000003,pdc200110k1.htm,PDC 2001 10K HTML,784116,0,0,https://www.sec.gov/Archives/edgar/data/77877/000007787702000003/pdc200110k1.htm,https://www.sec.gov/Archives/edgar/data/77877/000007787702000003/,2001,2001,1
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1
+ Item 1. Business
2
+ The Company is an independent energy company engaged primarily in the development, production and marketing of natural gas and oil. The Company has grown primarily through drilling and development activities, the acquisition of natural gas and oil producing wells and the expansion of its natural gas marketing activities. As of December 31, 2001, the Company operates approximately 2,150 wells located in the Appalachian basin, Michigan, and the Rocky Mountain Region, with gross proved reserves of 328 billion cubic feet equivalent of natural gas ("Bcfe", based on one barrel of oil equals 6 thousand cubic feet equivalent of natural gas ("Mcfe")) of which the Company's share is 131 Bcfe. The wells operated by the Company currently produce an aggregate of approximately 50,000 thousand cubic feet equivalent of gas per day, of which the Company's share is approximately 21,400 Mcfe.
3
+ The Company's operations are divided into three regions, the Appalachian Basin, Michigan Basin, and the Rocky Mountain Region. The Company has conducted operations in Appalachian Basin since its inception in 1969, in Michigan Basin since 1997, and the Rocky Mountain Region since 1999. During 2001 approximately 31% of production was generated by Appalachian Basin wells, 34% by Michigan Basin wells and 35% by Rocky Mountain wells. As of the end of 2001, the Company's total proved reserves were located as follows: Appalachian Basin 32%, Michigan Basin 21% and Rocky Mountain Region 47%. The majority of the Company's undeveloped reserves are in the Rocky Mountain Region and the planned drilling for 2002 will be focused in that area.
4
+ In all three regions the Company has historically targeted shallow, developmental natural gas reserves for development. In some areas of the Rocky Mountain Region, Michigan and the Appalachian Basin the wells also produce oil in conjunction with natural gas.
5
+ The Company owns Riley Natural Gas (RNG), a natural gas marketing company, which aggregates and resells natural gas developed by the Company and other producers. This allows the Company to diversify its operations beyond natural gas drilling and production. RNG has established relationships with many of the natural gas producers in the Appalachian Basin and has significant expertise in the natural gas end-user market. In addition, RNG has extensive experience in the use of hedging strategies, which the Company utilizes to reduce the financial impact on the Company of changes in the price of natural gas.
6
+ Since 1984, the Company has sponsored limited partnerships formed to engage in drilling operations. The Company typically retains a 20% ownership interest in these drilling limited partnerships. In 2001, the Company raised $57.1 million through four public drilling partnerships, making it the sponsor of the largest public oil and gas partnership program in the United States in that year. The drilling programs have provided the Company with access to the capital resources necessary to expand its drilling opportunities and to maintain the infrastructure necessary to support such activities.
7
+ Industry Overview
8
+ Natural gas is the second largest energy source in the United States, after liquid petroleum. The 21.5 Tcf of natural gas consumed in 2001 represented approximately 23% of the total energy used in the United States. Natural gas is consumed in the United States as follows: 42% by industrial end-users as feedstock for products such as plastic and fertilizer or as the energy source for producing products such as glass; 22% and 15% by residential and commercial end-users, respectively, for uses including heating, cooling and cooking; 14% by utilities for the generation of electricity; and the remainder for transportation purposes. (Source U.S. Energy Information Administration)
9
+ -2-
10
+ The Company believes that the market for natural gas will grow in the future. The demand for natural gas has increased due to four main factors:
11
+ - Efficiency. Relative to other energy sources, natural gas losses during transportation from source to destination are slight, averaging only about 9% of the natural gas energy.
12
+ - Environmentally favorable. Natural gas is the cleanest and most environmentally safe of the fossil fuels.
13
+ - Safety. The delivery of natural gas is among the safest means of distributing energy to customers, as the natural gas transmission system is fixed and is located underground.
14
+ - Price. The deregulation of the natural gas industry and a favorable regulatory environment have resulted in end-users' ability to purchase natural gas on a competitive basis from a greater variety of sources.
15
+ The Company believes that the foregoing factors, together with the increased availability of natural gas as a form of energy for residential, commercial and industrial uses, should increase the demand for natural gas as well as create new markets for natural gas.
16
+ As local supplies of natural gas are inadequate to meet demand, the West Coast and the Northeast import natural gas from producing areas via interstate natural gas pipelines. The cost of transporting natural gas from the major producing areas to markets creates a price advantage for production located closer to the consuming regions. The natural gas industry in the Appalachian Basin and Michigan benefit from proximity to the northeastern United States.
17
+ In the early 1980's, natural gas companies began exploiting the northern portion of Michigan's lower peninsula, when certain favorable tax credits for natural gas development were enacted. The result of such development was new advances in drilling technology, which made natural gas drilling in this area profitable even after the expiration of these tax credits. In Michigan's lower peninsula, there is an abundance of shallow Antrim gas shale, which can provide significant reserves per well drilled. Additionally, this area is close to certain end-user markets, which has provided favorable premiums.
18
+ During 1998 the Company began to establish a lease position in the Rocky Mountain producing region. The region is believed to hold substantial undeveloped natural gas resources. Recent additions to pipeline capacity in the region have made the area more attractive for development. Gas from the region will generally sell for less than gas in the Appalachian and Michigan Basins, but costs of development are expected to be less. The Company currently has over 200 development locations in Wattenberg field, and 58,000 acres available for development in the Piceance Basin.
19
+ Business Strategy
20
+ The Company's objective is to expand its natural gas reserves, production and revenues through a strategy that includes the following key elements:
21
+ -3-
22
+ Expand drilling operations. For its size, the Company has had one of the most active drilling programs in the country. The Company drilled 141 wells in 2001, compared to 97 wells in 2000. The Company believes that it will be able to drill a substantial number of new wells on its current undeveloped leased properties. As of December 31, 2001, the Company had development rights to 4,200 undeveloped acres in the Michigan Basin, 5,400 undeveloped acres in the Appalachian Basin and 125,600 undeveloped acres in the Rocky Mountain Region. As drilling activity increases, the Company benefits as its fixed costs may be spread over a larger number of wells.
23
+ Acquire producing properties. The Company's acquisition efforts are focused on properties that fit well within existing operations or that help to build critical mass in areas where the Company is establishing new operations. Acquisitions will likely offer economies in management and administration, and therefore the Company believes that it will be able to acquire more producing wells without incurring substantial increases in its administrative costs.
24
+ Pursue geographic expansion. The Company has proven its ability to drill and operate in geographically diverse domestic areas. Since 1996, the Company expanded its operations from the Appalachian Basin, first to Michigan, and more recently to the Rocky Mountains. Currently, the Company's production is divided almost equally among the three areas. The Company plans to conduct the majority of its drilling activities in the Rocky Mountain region during 2002, but will continue to seek additional opportunities for expansion to areas where the Company's experience and expertise can be applied successfully.
25
+ Reduce risks inherent in natural gas development and marketing. An integral part of the Company's strategy has been and will continue to be to concentrate on shallow development, (rather than exploratory) drilling, and geographical diversification to reduce risk levels associated with natural gas and oil production. Development drilling is less risky than exploratory drilling and is likely to generate cash returns more quickly. The focus on shallow wells builds on the Company's knowledge and experience, and also provides greater investment diversification than an equal investment in a smaller number of deeper and/or more expensive wells. Geographical diversification can help to offset possible weakness in the natural gas market or disappointing drilling results in one area. The Company believes that successful natural gas marketing is essential to profitable operations in a deregulated gas market. To further this goal, the Company has the expertise of RNG, an experienced natural gas marketer. The Company intends to continue to expand its marketing capabilities to keep pace with the changing natural gas industry.
26
+ Exploration and Development Activities
27
+ The Company's development activities focus on the identification and drilling of new productive wells and the acquisition of existing producing wells from other producers.
28
+ Prospect Generation
29
+ The Company's staff of professional geologists is responsible for identifying areas with potential for economic production of natural gas and oil. These geologists have decades of cumulative experience drilling natural gas and oil wells. They utilize results from logs and other tools to evaluate existing wells and to predict the location of attractive new gas reserves. To further this process, the Company has collected and continues to collect logs, core data, production information and other raw data available from state and private agencies, other companies and individuals actively drilling in the regions being evaluated. From this information the geologists develop models of the subsurface structures and stratigraphy that are used to predict areas with above-average prospects for economic development.
30
+ -4-
31
+ On the basis of these models, the geologists instruct the Company's land department to obtain available natural gas leaseholds in these prospective areas. These leases are then obtained, if possible, by the Company's land department or contract landmen under the direction of the Company's land manager. In most cases, the Company pays a lease bonus and annual rental payments, converting, upon initiation of production, to a royalty on gross production revenue in return for obtaining the leases. In addition overriding royalty payments may be made to third parties in conjunction with the acquisition of drilling rights initially leased by others. As of December 31, 2001, the Company had a total leasehold inventory of approximately 246,080 acres. See--"Properties--Natural Gas Leases."
32
+ Drilling Activities
33
+ When prospects have been identified and leased, the Company develops these properties by drilling wells. In 2001, the Company drilled a total of 141 wells, with six dry holes. Typically, the Company will act as driller-operator for these prospects, entering into contracts with partnerships, including Company-sponsored partnerships, and other entities that are interested in exploration or development of the prospects. The Company generally retains an interest in each well it drills. See "Financing of Drilling Activities."
34
+ Much of the work associated with drilling, completing and connecting wells, including drilling, fracturing, logging and pipeline construction, is performed by subcontractors specializing in those operations, as is common in the industry. A large part of the material and services used by the Company in the development process is acquired through competitive bidding by approved vendors. The Company also directly negotiates rates and costs for services and supplies when conditions indicate that such an approach is warranted. As the prices paid to the Company by its investor partners for the Company's services are frequently fixed before the wells are drilled or are determined solely on the well depth, the Company is subject to the risk that prices of goods or services used in the development process could increase, rendering its contracts with its investor partners less profitable or unprofitable. In addition, problems encountered in the process can substantially increase development costs, sometimes without recourse for the Company to recover its costs from its partners. To minimize these risks, the Company seeks to lock in its development costs in advance of drilling and, when possible, at the time of negotiation and execution of its investor partnership agreements.
35
+ Acquisitions of Producing Properties
36
+ In addition to drilling new wells, the Company continues to pursue opportunities to purchase existing wells from other producers and greater ownership interests in the wells it operates. Generally, outside interests purchased include a majority interest in the wells and well operations.
37
+ During 1999, the Company purchased a 100% working interest in 53 producing wells in the D-J Basin of Colorado which added 3.6 Bcf of natural gas and 370,000 barrels of oil to the Company's reserves. During 2000, the Company purchased 100% of the working interest in 168 producing wells in the DJ Basin of Colorado which added 4.9 Bcf of natural gas and 560,000 barrels of oil to the Company's reserves. Certain well interests in its Company sponsored partnerships were also purchased in 1999, 2000 and 2001.
38
+ -5-
39
+ Production
40
+ The following table shows the Company's net production in Bbls of crude oil and in Mcf of natural gas and the costs and weighted average selling prices thereof, for the last five years.
41
+ Year Ended December 31,
42
+ 2001
43
+ 2000
44
+ 1999
45
+ 1998
46
+ 1997
47
+ Production(1):
48
+ Oil(MBbls)
49
+ 195
50
+ 109
51
+ 8
52
+ 8
53
+ 9
54
+ Natural Gas (MMcf)
55
+ 6,085
56
+ 5,737
57
+ 3,451
58
+ 2,453
59
+ 1,810
60
+ Equivalent MMcfs(2)
61
+ 7,255
62
+ 6,391
63
+ 3,499
64
+ 2,501
65
+ 1,864
66
+ Average sales price:
67
+ Oil (per Bbl)
68
+ $22.53
69
+ $29.99
70
+ $18.75
71
+ $10.61
72
+ $16.10
73
+ Natural gas (per Mcf)(3)
74
+ $3.53
75
+ $2.74
76
+ $2.46
77
+ $2.46
78
+ $2.88
79
+ Average production cost (lifting cost)
80
+ per equivalent Mcf(4)
81
+ $0.83
82
+ $0.66
83
+ $0.69
84
+ $0.61
85
+ $0.65
86
+ ----------
87
+ (1) Production as shown in the table is net to the Company and is determined by multiplying the gross production volume of properties in which the Company has an interest by the percentage of the leasehold or other property interest owned by the Company.
88
+ (2) A ratio of energy content of natural gas and oil (six Mcf of natural gas equals one barrel of oil) was used to obtain a conversion factor to convert oil production into equivalent Mcfs of natural gas.
89
+ (3) The Company utilizes commodity-based derivative instruments as hedges to manage a portion of its exposure to price volatility of its natural gas sales. The effect of hedges on the average sales price of natural gas for the years ended December 31, 2001, 2000, 1999 and 1998 was $(0.56), $(0.91), $(0.01) and $0.14, respectively.
90
+ (4) Production costs represent oil and gas operating expenses as reflected in the financial statements of the Company.
91
+ Well Operations
92
+ The Company currently operates approximately 1,523 wells in the Appalachian Basin, 219 wells in the Michigan Basin and 400 wells in the Rocky Mountain Region. The Company's ownership interest in these wells ranges from 0% to 100%, and, on average, the Company has an approximate 51% ownership interest in the wells it operates. Currently these wells produce an aggregate of about 50,000 Mcfe of natural gas per day, including the Company's share of 21,400 Mcfe per day.
93
+ The Company is paid a monthly operating charge for each well it operates for outside owners. The rate is competitive with rates charged by other operators in the area. The charge covers monthly operating and accounting costs, insurance and other recurring costs. The Company may also receive additional compensation for special non-recurring activities, such as reworks and recompletions.
94
+ Transportation
95
+ Natural gas wells are connected by pipelines to natural gas markets. Over the years, the Company has developed extensive gathering systems in some of its areas of operations. The Company also continues to construct new trunklines as necessary to provide for the marketing of natural gas being developed from new areas and to enhance or maintain its existing systems.
96
+ The Company is paid a transportation fee for natural gas that is moved by other producers through these pipeline systems. In many cases the Company has been able to receive higher natural gas prices as a result of its ability to move natural gas to more attractive markets through this pipeline system, to the benefit of both the Company and its investor partners.
97
+ -6-
raw/filings/0000077877/2001/0000077877-02-000003/item13.txt ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ Item 13. Certain Relationships and Related Transactions
2
+ The response to this item is set forth herein in Note 8 in the Notes to Consolidated Financial Statements.
raw/filings/0000077877/2001/0000077877-02-000003/item9a.txt ADDED
File without changes
raw/filings/0000077877/2001/0000077877-02-000003/rp_note.txt ADDED
File without changes
raw/filings/0000077877/2001/0000077877-02-000003/rpt_disclosure.txt ADDED
File without changes
raw/filings/0000077877/2002/0000077877-03-000003/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
raw/filings/0000077877/2002/0000077877-03-000003/filing_metadata.csv ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000077877,PDCE,"PDC ENERGY, INC.",10-K,2003-03-07,2002-12-31,2003-03-07T22:11:02.000Z,0000077877-03-000003,pdc10k2002.htm,PDC 2002 FORM 10-K,1160087,0,0,https://www.sec.gov/Archives/edgar/data/77877/000007787703000003/pdc10k2002.htm,https://www.sec.gov/Archives/edgar/data/77877/000007787703000003/,2002,2002,1
raw/filings/0000077877/2002/0000077877-03-000003/item1.txt ADDED
@@ -0,0 +1,98 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 1. Business
2
+ The Company is an independent energy company engaged primarily in the development, production and marketing of natural gas and oil. The Company has grown primarily through drilling and development activities, the acquisition of natural gas and oil producing wells and the expansion of its natural gas marketing activities. As of December 31, 2002, the Company operates approximately 2,200 wells located in the Appalachian basin, Michigan, and the Rocky Mountain Region, with gross proved reserves of 364 billion cubic feet equivalent of natural gas ("Bcfe", based on one barrel of oil equals 6 thousand cubic feet equivalent of natural gas ("Mcfe")) of which the Company's share is 141 Bcfe. The wells operated by the Company currently produce an aggregate of approximately 55,000 thousand cubic feet equivalent of gas per day, of which the Company's share is approximately 21,500 Mcfe.
3
+ The Company's operations are divided into three regions, the Appalachian Basin, Michigan Basin, and the Rocky Mountain Region. The Company has conducted operations in Appalachian Basin since its inception in 1969, in Michigan Basin since 1997, and the Rocky Mountain Region since 1999. During 2002 approximately 27% of production was generated by Appalachian Basin wells, 28% by Michigan Basin wells and 45% by Rocky Mountain wells. As of the end of 2002, the Company's total proved reserves were located as follows: Appalachian Basin 32%, Michigan Basin 20% and Rocky Mountain Region 48%. The majority of the Company's undeveloped reserves are in the Rocky Mountain Region and the planned drilling for 2003 will be focused in that area.
4
+ In all three regions the Company has historically targeted shallow, developmental natural gas reserves for development. In some areas of the Rocky Mountain Region, Michigan and the Appalachian Basin the wells also produce oil in conjunction with natural gas.
5
+ The Company owns Riley Natural Gas (RNG), a natural gas marketing company, which aggregates and resells natural gas developed by the Company and other producers. This allows the Company to diversify its operations beyond natural gas drilling and production. RNG has established relationships with many of the natural gas producers in the Appalachian Basin and has significant expertise in the natural gas end-user market. In addition, RNG has extensive experience in the use of hedging strategies, which the Company utilizes to manage the financial impact on the Company of changes in the price of natural gas.
6
+ Since 1984, the Company has sponsored limited partnerships formed to engage in drilling operations. The Company typically purchases a 20% ownership interest in these drilling limited partnerships. In 2002, the Company, through four public drilling partnerships, raised $56.9 million making it the sponsor of the largest public oil and gas partnership program in the United States as it has been for the last several years. The drilling programs have provided the Company with access to the capital resources necessary to expand its drilling opportunities and to maintain the infrastructure necessary to support such activities.
7
+ Available Information
8
+ The Company's Internet address is www.petd.com. Electronic copies of the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports are available free of charge by visiting the "Investor Relations - Edgar Link" section of www.petd.com. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission.
9
+ Industry Overview
10
+ Natural gas is the second largest energy source in the United States, after liquid petroleum. The 21.5 Tcf of natural gas consumed in 2002 represented approximately 23% of the total energy used in the United States. Natural gas is consumed in the United States as follows: 37% by industrial end-users as feedstock for products such as plastic and fertilizer or as the energy source for producing products such as glass; 23% and 15% by residential and commercial end-users, respectively, for uses including heating, cooling and cooking; and 25% by utilities for the generation of electricity. (Source U.S. Energy Information Administration)
11
+ -2-
12
+ The Company believes that the market for natural gas will grow in the future. The demand for natural gas has increased due to four main factors:
13
+ Efficiency. Relative to other energy sources, natural gas losses during transportation from source to destination are slight, averaging only about 9% of the natural gas energy.
14
+ Environmentally favorable. Natural gas is the cleanest and most environmentally safe of the fossil fuels.
15
+ Safety. The delivery of natural gas is among the safest means of distributing energy to customers, as the natural gas transmission system is fixed and is located underground.
16
+ Price. The deregulation of the natural gas industry and a favorable regulatory environment have resulted in end-users' ability to purchase natural gas on a competitive basis from a greater variety of sources.
17
+ The Company believes that the foregoing factors, together with the increased availability of natural gas as a form of energy for residential, commercial and industrial uses, should increase the demand for natural gas as well as create new markets for natural gas.
18
+ As local supplies of natural gas are inadequate to meet demand in certain sections of the country, the West Coast and the Northeast import natural gas from producing areas via interstate natural gas pipelines. The cost of transporting natural gas from the major producing areas to markets creates a price advantage for production located closer to the consuming regions. The natural gas industry in the Appalachian Basin and Michigan benefit from proximity to the northeastern United States. In contrast, much of the production in the Rocky Mountains is transported significant distances to end use markets.
19
+ In the early 1980's, natural gas companies began exploiting the northern portion of Michigan's lower peninsula, when certain favorable tax credits for natural gas development were enacted. The result of such development was new advances in drilling technology, which made natural gas drilling in this area profitable even after the expiration of these tax credits. In Michigan's lower peninsula, there is an abundance of shallow Antrim gas shale, which can provide significant reserves per well drilled. Additionally, this area is close to certain end-user markets, which has provided favorable premiums in gas sales prices.
20
+ During 1998 the Company began to establish a lease position in the Rocky Mountain producing region. The region is believed to hold substantial undeveloped natural gas resources. Recent and planned additions to pipeline capacity in the region have made the area more attractive for development. Gas from the region will generally sell for less than gas in the Appalachian and Michigan Basins, but costs of development are expected to be less. The Company currently has over 150 development locations in the Wattenberg field in the DJ Basin, and 63,000 acres available for development in the Piceance Basin, both basins are located in Colorado.
21
+ Business Strategy
22
+ The Company's objective is to expand its natural gas reserves, production and revenues through a strategy that includes the following key elements:
23
+ -3-
24
+ Expand drilling operations. For its size, the Company has had one of the most active drilling programs in the country. The Company drilled 70 wells in 2002, compared to 141 wells in 2001. The Company believes that it will be able to drill a substantial number of new wells on its current undeveloped leased properties. As of December 31, 2002, the Company had leases or other development rights to 3,500 undeveloped acres in the Michigan Basin, 950 undeveloped acres in the Appalachian Basin and 69,300 undeveloped acres in the Rocky Mountain Region. As drilling activity increases, the Company benefits as its fixed costs may be spread over a larger number of wells.
25
+ Acquire producing properties. The Company's acquisition efforts are focused on properties that fit well within existing operations or that help to build critical mass in areas where the Company is establishing new operations. Acquisitions will likely offer economies in management and administration, and therefore the Company believes that it will be able to acquire more producing wells without incurring substantial increases in its administrative costs.
26
+ Pursue geographic expansion. The Company has proven its ability to drill and operate in geographically diverse domestic areas. Since 1996, the Company expanded its operations from the Appalachian Basin, first to Michigan, and more recently to the Rocky Mountains. In 2002 over two-thirds of the Company's production was generated in the two newer regions. The Company plans to conduct the majority of its drilling activities in the Rocky Mountain region during 2003, but will continue to seek additional opportunities for expansion to areas where the Company's experience and expertise can be applied successfully.
27
+ Reduce risks inherent in natural gas development and marketing. An integral part of the Company's strategy has been and will continue to be to concentrate on shallow development, (rather than exploratory) drilling, and geographical diversification to reduce risk levels associated with natural gas and oil production. Development drilling is less risky than exploratory drilling and is likely to generate cash returns more quickly. The focus on shallow wells builds on the Company's knowledge and experience, and also provides greater investment diversification than an equal investment in a smaller number of deeper and/or more expensive wells. Geographical diversification can help to offset possible weakness in the natural gas market or disappointing drilling results in one area. The Company believes that successful natural gas marketing is essential to profitable operations in a deregulated gas market. To further this goal, the Company has the expertise of RNG, an experienced natural gas marketer. The Company also uses natural gas and oil hedges to reduce the effects of volatility of energy prices. The Company intends to continue to expand its marketing capabilities to keep pace with the changing natural gas industry.
28
+ Exploration and Development Activities
29
+ The Company's development activities focus on the identification and drilling of new productive wells and the acquisition of existing producing wells from other producers.
30
+ Prospect Generation
31
+ The Company's staff of professional geologists is responsible for identifying areas with potential for economic production of natural gas and oil. These geologists have decades of cumulative experience drilling natural gas and oil wells. They utilize results from logs and other tools to evaluate existing wells and to predict the location of attractive new gas reserves. To further this process, the Company has collected and continues to collect logs, core data, production information and other raw data available from state and private agencies, other companies and individuals actively drilling in the regions being evaluated. From this information the geologists develop models of the subsurface structures and formations that are used to predict areas with above-average prospects for economic development.
32
+ -4-
33
+ On the basis of these models, the geologists instruct the Company's land department to obtain available natural gas leaseholds, farmouts and other development rights in these prospective areas. These rights are then obtained, if possible, by the Company's land department or contract landmen under the direction of the Company's land manager. In most cases, the Company pays a lease bonus and annual rental payments, converting, upon initiation of production, to a royalty on gross production revenue in return for obtaining the leases. In addition overriding royalty payments may be made to third parties in conjunction with the acquisition of drilling rights initially leased by others. As of December 31, 2002, the Company had a total leasehold inventory of approximately 183,950 acres. See--"Properties--Oil and Natural Gas Leases."
34
+ Drilling Activities
35
+ When prospects have been identified and leased, the Company develops these properties by drilling wells. In 2002, the Company drilled a total of 70 wells all of which were successfully completed as producing wells. Typically, the Company will act as driller-operator for these prospects, entering into contracts with partnerships, primarily Company-sponsored partnerships, and other entities that are interested in exploration or development of the prospects. The Company generally retains an interest in each well it drills. See "Financing of Drilling Activities."
36
+ Much of the work associated with drilling, completing and connecting wells, including drilling, fracturing, logging and pipeline construction, is performed by subcontractors specializing in those operations, as is common in the industry. A large part of the material and services used by the Company in the development process is acquired through competitive bidding by approved vendors. The Company also directly negotiates rates and costs for services and supplies when conditions indicate that such an approach is warranted. As the prices paid to the Company by its investor partners for the Company's services are frequently fixed before the wells are drilled or are determined solely on the well depth, the Company is subject to the risk that prices of goods or services used in the development process could increase, rendering its contracts with its investor partners less profitable or unprofitable. In addition, problems encountered in the process can substantially increase development costs, sometimes without recourse for the Company to recover its costs from its partners. To minimize these risks, the Company seeks to lock in its development costs in advance of drilling and, when possible, at the time of negotiation and execution of its investor partnership agreements.
37
+ Acquisitions of Producing Properties
38
+ In addition to drilling new wells, the Company continues to pursue opportunities to purchase existing wells from other producers and greater ownership interests in the wells it operates. Generally, outside interests purchased include a majority interest in the wells and well operations.
39
+ During 1999, the Company purchased a 100% working interest in 53 producing wells in the D-J Basin of Colorado which added 3.6 Bcf of natural gas and 370,000 barrels of oil to the Company's reserves. During 2000, the Company purchased 100% of the working interest in 168 producing wells in the DJ Basin of Colorado which added 4.9 Bcf of natural gas and 560,000 barrels of oil to the Company's reserves. Certain well interests in its Company sponsored partnerships were also purchased in 2002, 2001 and 2000.
40
+ -5-
41
+ Production
42
+ The following table shows the Company's net production in Bbls of crude oil and in Mcf of natural gas and the costs and weighted average selling prices thereof, for the last five years.
43
+ Year Ended December 31,
44
+ 2002
45
+ 2001
46
+ 2000
47
+ 1999
48
+ 1998
49
+ Production(1):
50
+ Oil(MBbls)
51
+ 227
52
+ 195
53
+ 109
54
+ 8
55
+ 8
56
+ Natural Gas (MMcf)
57
+ 6,462
58
+ 6,085
59
+ 5,737
60
+ 3,451
61
+ 2,453
62
+ Equivalent MMcfs(2)
63
+ 7,824
64
+ 7,255
65
+ 6,391
66
+ 3,499
67
+ 2,501
68
+ Average sales price:
69
+ Oil (per Bbl)
70
+ $24.41
71
+ $22.53
72
+ $29.99
73
+ $18.75
74
+ $10.61
75
+ Natural gas (per Mcf)(3)
76
+ $2.68
77
+ $3.53
78
+ $2.74
79
+ $2.46
80
+ $2.46
81
+ Average production cost (lifting cost) Per equivalent Mcf(4)
82
+ $0.82
83
+ $0.83
84
+ $0.66
85
+ $0.69
86
+ $0.61
87
+ ----------
88
+ (1) Production as shown in the table is net to the Company and is determined by multiplying the gross production volume of properties in which the Company has an interest by the percentage of the leasehold or other property interest owned by the Company.
89
+ (2) A ratio of energy content of natural gas and oil (six Mcf of natural gas equals one barrel of oil) was used to obtain a conversion factor to convert oil production into equivalent Mcfs of natural gas.
90
+ (3) The Company utilizes commodity-based derivative instruments as hedges to manage a portion of its exposure to price volatility of its natural gas sales. The effect of hedges on the average sales price of natural gas for the years ended December 31, 2002, 2001, 2000, 1999 and 1998 was $0.02, $(0.56), $(0.91), $(0.01) and $0.14, respectively.
91
+ (4) Production costs represent oil and gas operating expenses as reflected in the financial statements of the Company.
92
+ Well Operations
93
+ The Company currently operates approximately 1,502 wells in the Appalachian Basin, 204 wells in the Michigan Basin and 463 wells in the Rocky Mountain Region. The Company's ownership interest in these wells ranges from 0% to 100%, and, on average, the Company has an approximate 50% ownership interest in the wells it operates. Currently these wells produce an aggregate of about 55,000 Mcfe of natural gas per day, including the Company's share of 21,500 Mcfe per day.
94
+ The Company is paid a monthly operating charge for each well it operates for outside owners. The rate is competitive with rates charged by other operators in the area. The charge covers monthly operating and accounting costs, insurance and other recurring costs. The Company may also receive additional compensation for special non-recurring activities, such as reworks and recompletions.
95
+ Transportation
96
+ Natural gas wells are connected by pipelines to natural gas markets. Over the years, the Company has developed extensive gathering systems in some of its areas of operations. The Company also continues to construct new trunklines as necessary to provide for the marketing of natural gas being developed from new areas and to enhance or maintain its existing systems.
97
+ The Company is paid a transportation fee for natural gas that is moved by other shippers through these pipeline systems. In many cases the Company has been able to receive higher natural gas prices as a result of its ability to move natural gas to more attractive markets through this pipeline system, to the benefit of both the Company and its investor partners.
98
+ -6-
raw/filings/0000077877/2002/0000077877-03-000003/item13.txt ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ Item 13. Certain Relationships and Related Transactions
2
+ The response to this item is set forth herein in Note 8 in the Notes to Consolidated Financial Statements and under "Election of Directors - Interest of Management in Certain Transactions," in the Company's definitive proxy statement for its 2003 annual meeting of stockholders filed or to be filed with the Commission on or before April 30, 2003.
raw/filings/0000077877/2002/0000077877-03-000003/item9a.txt ADDED
File without changes
raw/filings/0000077877/2002/0000077877-03-000003/rp_note.txt ADDED
File without changes
raw/filings/0000077877/2002/0000077877-03-000003/rpt_disclosure.txt ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ Item 13. Certain Relationships and Related Transactions
2
+ The response to this item is set forth herein in Note 8 in the Notes to Consolidated Financial Statements and under "Election of Directors - Interest of Management in Certain Transactions," in the Company's definitive proxy statement for its 2003 annual meeting of stockholders filed or to be filed with the Commission on or before April 30, 2003.
raw/filings/0000077877/2003/0000077877-04-000012/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
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1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000077877,PDCE,"PDC ENERGY, INC.",10-K,2004-03-03,2003-12-31,2004-03-03T20:14:55.000Z,0000077877-04-000012,pdc10k2003.htm,PDC 10K,930005,0,0,https://www.sec.gov/Archives/edgar/data/77877/000007787704000012/pdc10k2003.htm,https://www.sec.gov/Archives/edgar/data/77877/000007787704000012/,2003,2003,1
raw/filings/0000077877/2003/0000077877-04-000012/item1.txt ADDED
@@ -0,0 +1,101 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 1. Business
2
+ The Company is an independent energy company engaged primarily in the development, production and marketing of natural gas and oil. The Company has grown primarily through drilling and development activities, the acquisition of natural gas and oil producing wells and the expansion of its natural gas marketing activities. As of December 31, 2003, the Company operates over 2,500 wells located in the Appalachian basin, Michigan, and the Rocky Mountain Region, with gross proved reserves of 468 billion cubic feet equivalent of natural gas ("Bcfe", based on one barrel of oil equals 6 thousand cubic feet equivalent of natural gas ("Mcfe")) of which the Company's share is 199 Bcfe. The Company's share of production for the fourth quarter of 2003 averaged 34,000 Mcfe per day compared to 21,000 Mcfe per day during the fourth quarter of 2002.
3
+ The Company's operations are divided into three regions, the Appalachian Basin, Michigan, and the Rocky Mountain Region. The Company has conducted operations in Appalachian Basin since its inception in 1969, in Michigan Basin since 1997, and the Rocky Mountain Region since 1999. During 2003 approximately 19% of production was generated by Appalachian Basin wells, 18% by Michigan Basin wells and 63% by Rocky Mountain wells. As of the end of 2003, the Company's total proved reserves were located as follows: Appalachian Basin 21%, Michigan 13% and Rocky Mountain Region 66%. The majority of the Company's undeveloped reserves are in the Rocky Mountain Region and the planned drilling for 2004 will be focused in that area.
4
+ In all three regions the Company has historically targeted shallow, developmental natural gas reserves for development. In some areas of the Rocky Mountain Region, Michigan and the Appalachian Basin the wells also produce oil in conjunction with natural gas.
5
+ The Company owns Riley Natural Gas (RNG), a natural gas marketing company, which aggregates and resells natural gas developed by the Company and other producers. This allows the Company to diversify its operations beyond natural gas drilling and production. RNG has established relationships with many of the natural gas producers in the Appalachian Basin and has significant expertise in the natural gas end-user market. In addition, RNG has extensive experience in the use of hedging strategies, which the Company utilizes to manage the financial impact on the Company of changes in the price of natural gas and oil.
6
+ Since 1984, the Company has sponsored limited partnerships formed to engage in drilling operations. The Company typically purchases a 20% ownership interest in these drilling limited partnerships. In 2003, the Company, through four public drilling partnerships, raised $78.3 million making it the sponsor of the largest public oil and gas partnership program in the United States as it has been for the last several years. The drilling programs have provided the Company with access to the capital resources necessary to expand its drilling opportunities and to maintain the infrastructure necessary to support such activities.
7
+ Available Information
8
+ The Company's Internet address is www.petd.com. Electronic copies of the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports are available free of charge by visiting the "Financial Information" section of www.petd.com. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission. Additionally, information including the Company's Code of Business Conduct and Ethics is also available at the site.
9
+ Industry Overview
10
+ Natural gas is the second largest energy source in the United States, after liquid petroleum. The estimated 22.1 Tcf of natural gas consumed in 2003 represented approximately 23% of the total energy used in the United States. Natural gas is consumed in the United States as follows: 36% by industrial end-users as feedstock for products such as plastic and fertilizer or as the energy source for producing products such as glass; 23% and 14% by residential and commercial end-users, respectively, for uses including heating, cooling and cooking; and 23% by utilities for the generation of electricity; and 4% for other users. (Source U.S. Energy Information Administration)
11
+ -2-
12
+ The Company believes that the market for natural gas will grow in the future. The demand for natural gas has increased due to four main factors:
13
+ Efficiency. Relative to other energy sources, natural gas losses during transportation from source to destination are slight, averaging only about 5% of the natural gas energy.
14
+ Environmentally favorable. Natural gas is the cleanest and most environmentally safe of the fossil fuels.
15
+ Safety. The delivery of natural gas is among the safest means of distributing energy to customers, as the natural gas transmission system is fixed and is located underground.
16
+ Price. The deregulation of the natural gas industry and a favorable regulatory environment have resulted in end-users' ability to purchase natural gas on a competitive basis from a greater variety of sources.
17
+ The Company believes that the foregoing factors, together with the increased availability of natural gas as a form of energy for residential, commercial and industrial uses, should increase the demand for natural gas as well as create new markets for natural gas.
18
+ Because local supplies of natural gas are inadequate to meet demand in certain sections of the country, the West Coast and the Northeast import natural gas from producing areas via interstate natural gas pipelines. The cost of transporting natural gas from the major producing areas to markets creates a price advantage for production located closer to the consuming regions. The natural gas industry in the Appalachian Basin and Michigan benefit from proximity to the northeastern United States. In contrast, much of the production in the Rocky Mountains is transported significant distances to end use markets.
19
+ During 1998 the Company began to establish a lease position in the Rocky Mountain producing region. The region is believed to hold substantial undeveloped natural gas resources. Recent and planned additions to pipeline capacity in the region have made the area more attractive for development. Gas from the region will generally sell for less than gas in the Appalachian and Michigan Basins, but costs of development are expected to be less. The Company currently has over 150 development locations in the Wattenberg field in the DJ Basin, and 22,500 acres available for development in the Piceance Basin, both basins are located in Colorado.
20
+ Business Strategy
21
+ The Company's objective is to expand its oil and natural gas reserves, production and revenues through a strategy that includes the following key elements:
22
+ Expand drilling operations. For its size, the Company has had one of the most active drilling programs in the country. The Company drilled 111 wells in 2003, compared to 70 wells in 2002. The Company believes that it will be able to drill a substantial number of new wells on its current undeveloped leased properties. As of December 31, 2003, the Company had leases or other development rights to 3,100 undeveloped acres in the Michigan Basin, 850 undeveloped acres in the Appalachian Basin and 181,400 undeveloped acres in the Rocky Mountain Region. As drilling activity increases, the Company benefits as its fixed costs may be spread over a larger number of wells.
23
+ Acquire producing properties. The Company's acquisition efforts are focused on properties that fit well within existing operations or in areas where the Company is establishing new operations. Acquisitions have historically offered economies in management and administration, and therefore the Company believes that it will be able to acquire more producing wells without incurring substantial increases in its administrative costs.
24
+ -3-
25
+ Pursue geographic expansion. The Company has proven its ability to drill and operate in geographically diverse domestic areas. In 1997, the Company expanded its operations from the Appalachian Basin, to Michigan and in late 1999 to the Rocky Mountains. In 2003 over 63% of the Company's production was generated in the Rocky Mountains. The Company plans to conduct the majority of its drilling activities in the Rocky Mountain region during 2004, but will continue to seek additional opportunities for expansion to areas where the Company's experience and expertise can be applied successfully.
26
+ Reduce risks inherent in oil and natural gas development and marketing. An integral part of the Company's strategy has been and will continue to be to concentrate on shallow development (rather than exploratory) drilling, and geographical diversification to reduce risk levels associated with natural gas and oil production. Development drilling is less risky than exploratory drilling and is likely to generate cash returns more quickly. The focus on shallow wells builds on the Company's knowledge and experience, and also provides greater investment diversification than an equal investment in a smaller number of deeper and/or more expensive wells. Geographical diversification can help to offset possible weakness in the natural gas market or disappointing drilling results in one area. The Company believes that successful natural gas marketing is essential to profitable operations in a deregulated gas market. To further this goal, the Company has the expertise of RNG, an experienced natural gas marketer. The Company also uses natural gas and oil hedges to reduce the effects of volatility of energy prices. The Company intends to continue to expand its marketing capabilities to keep pace with the changing natural gas industry.
27
+ Exploration and Development Activities
28
+ The Company's development activities focus on the identification and drilling of new productive wells and the acquisition of existing producing wells from other producers.
29
+ Prospect Generation
30
+ The Company's staff of professional geologists is responsible for identifying areas with potential for economic production of natural gas and oil. These geologists have decades of cumulative experience drilling natural gas and oil wells. They utilize results from logs and other tools to evaluate existing wells and to predict the location of attractive new gas reserves. To further this process, the Company has collected and continues to collect logs, core data, production information and other raw data available from state and private agencies, other companies and individuals actively drilling in the regions being evaluated. From this information the geologists develop models of the subsurface structures and formations that are used to predict areas with prospects for economic development.
31
+ On the basis of these models, the geologists instruct the Company's land department to obtain available natural gas leaseholds, farmouts and other development rights in these prospective areas. These rights are then obtained, if possible, by the Company's land department or contract landmen under the direction of the Company's land manager. In most cases, the Company pays a lease bonus and annual rental payments, converting, upon initiation of production, to a royalty on gross production revenue in return for obtaining the leases. In addition overriding royalty payments may be made to third parties in conjunction with the acquisition of drilling rights initially leased by others. As of December 31, 2003, the Company had leasehold rights to approximately 185,350 acres available for development. See--"Properties--Oil and Natural Gas Leases."
32
+ Drilling Activities
33
+ When prospects have been identified and leased, the Company develops these properties by drilling wells. In 2003, the Company drilled a total of 110 development wells all of which were successfully completed as producing wells. During the fourth quarter the Company drilled one exploratory well in Alabama which was dry and according to Successful Efforts Accounting was expensed as an exploratory dry hole. Such dry hole cost amounted to $332,000. Typically, the Company will act as driller-operator for these prospects, entering into contracts with partnerships, primarily Company-sponsored partnerships, and other entities that are interested in exploration or development of the prospects. The Company generally retains an interest in each well it drills. See "Financing of Drilling Activities."
34
+ -4-
35
+ Much of the work associated with drilling, completing and connecting wells, including drilling, fracturing, logging and pipeline construction, is performed by subcontractors specializing in those operations, as is common in the industry. A large part of the material and services used by the Company in the development process is acquired through competitive bidding by approved vendors. The Company also directly negotiates rates and costs for services and supplies when conditions indicate that such an approach is warranted. As the prices paid to the Company by its investor partners for the Company's services are frequently fixed before the wells are drilled or are determined solely on the well depth, the Company is subject to the risk that prices of goods or services used in the development process could increase, rendering its contracts with its investor partners less profitable or unprofitable. In addition, problems encountered in the process can substantially increase development costs, sometimes without recourse for the Company to recover its costs from its partners. To minimize these risks, the Company seeks to lock in its development costs in advance of drilling and, when possible, at the time of negotiation and execution of its investor partnership agreements.
36
+ Acquisitions of Producing Properties
37
+ In addition to drilling new wells, the Company continues to pursue opportunities to purchase existing wells from other producers and greater ownership interests in the wells it operates. Generally, outside interests purchased include a majority interest in the wells and well operations.
38
+ During the second quarter of 2003, the Company purchased 166 wells in the Denver Julesburg Basin in northeastern Colorado from Williams Production RMT Company for $28 million. The Company estimates the acquisition included approximately 22.6 billion cubic feet (Bcf) of proved developed producing (PDP) and 3.4 Bcf of proved developed non-producing reserves (PDNP), all of which is natural gas.
39
+ During the fourth quarter of 2003, the Company purchased from one of its joint venture partners in the Denver-Julesburg Basin in Weld County, Colorado approximately 3.1 billion cubic feet equivalent (Bcfe) of proved developed producing reserves from interests in 20.6 net wells (230 gross) and 1.8 Bcfe of proved developed non-producing reserves from interests in 17 net wells (183 gross). The purchase price was $5.2 million.
40
+ During the fourth quarter of 2003, the Company purchased 97 gross wells (73 net) wells in the Denver-Julesburg Basin located in northeast Colorado and northwestern Kansas for $6.0 million. This purchase adds approximately 4.5 billion cubic feet equivalent (Bcfe) of proved developed producing and proved developed non-producing reserves to the Company's oil and gas reserves along with 100,000 acres of oil and gas leases.
41
+ Certain well interests in its Company sponsored partnerships were also purchased in 2003, 2002 and 2001.
42
+ -5-
43
+ Production
44
+ The following table shows the Company's net production in Bbls of crude oil and in Mcf of natural gas and the costs and weighted average selling prices thereof, for the last five years.
45
+ Year Ended December 31,
46
+ 2003
47
+ 2002
48
+ 2001
49
+ 2000
50
+ 1999
51
+ Production(1):
52
+ Oil(MBbls)
53
+ 289
54
+ 227
55
+ 195
56
+ 109
57
+ 8
58
+ Natural Gas (MMcf)
59
+ 8,712
60
+ 6,462
61
+ 6,085
62
+ 5,737
63
+ 3,451
64
+ Equivalent MMcfs(2)
65
+ 10,449
66
+ 7,824
67
+ 7,255
68
+ 6,391
69
+ 3,499
70
+ Average sales price:
71
+ Oil (per Bbl)
72
+ $29.39
73
+ $24.41
74
+ $22.53
75
+ $29.99
76
+ $18.75
77
+ Natural gas (per Mcf)(3)
78
+ $4.42
79
+ $2.68
80
+ $3.53
81
+ $2.74
82
+ $2.46
83
+ Average production cost (lifting cost)
84
+ per equivalent Mcf(4)
85
+ $0.98
86
+ $0.82
87
+ $0.83
88
+ $0.66
89
+ $0.69
90
+ ----------
91
+ (1) Production as shown in the table is net to the Company and is determined by multiplying the gross production volume of properties in which the Company has an interest by the percentage of the leasehold or other property interest owned by the Company.
92
+ (2) A ratio of energy content of natural gas and oil (six Mcf of natural gas equals one barrel of oil) was used to obtain a conversion factor to convert oil production into equivalent Mcfs of natural gas.
93
+ (3) The Company utilizes commodity-based derivative instruments as hedges to manage a portion of its exposure to price volatility of its natural gas sales. The effect of hedges on the average sales price of natural gas for the years ended December 31, 2003, 2002, 2001, 2000 and 1999 was $(0.09), $0.02, $(0.56), $(0.91), and $(0.01), respectively.
94
+ (4) Production costs represent oil and gas operating expenses which include severance and advalorem taxes as reflected in the financial statements of the Company. See Oil and Gas Production Costs in Management's Discussion and Analysis.
95
+ Well Operations
96
+ The Company currently operates approximately 1,492 wells in the Appalachian Basin, 204 wells in the Michigan Basin and 834 wells in the Rocky Mountain Region. The Company's ownership interest in these wells ranges from 0% to 100%, and, on average, the Company has an approximate 52% ownership interest in the wells it operates.
97
+ The Company is paid a monthly operating fee for each well it operates for outside owners including the limited partnerships sponsored by the Company. The fee is competitive with rates charged by other operators in the area. The fee covers monthly operating and accounting costs, insurance and other recurring costs. The Company may also receive additional compensation for special non-recurring activities, such as reworks and recompletions.
98
+ Transportation
99
+ Natural gas wells are connected by pipelines to natural gas markets. Over the years, the Company has developed extensive gathering systems in some of its areas of operations. The Company also continues to construct new trunklines as necessary to provide for the marketing of natural gas being developed from new areas and to enhance or maintain its existing systems.
100
+ The Company is paid a transportation fee for natural gas that is moved by other shippers through these pipeline systems. In many cases the Company has been able to receive higher natural gas prices as a result of its ability to move natural gas to more attractive markets through this pipeline system, to the benefit of both the Company and its investor partners.
101
+ -6-
raw/filings/0000077877/2003/0000077877-04-000012/item13.txt ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ Item 13. Certain Relationships and Related Transactions
2
+ The response to this item is set forth herein in Note 8 in the Notes to Consolidated Financial Statements and under "Election of Directors - Interest of Management in Certain Transactions," in the Company's definitive proxy statement for its 2004 annual meeting of stockholders filed or to be filed with the Commission on or before April 30, 2004.
raw/filings/0000077877/2003/0000077877-04-000012/item9a.txt ADDED
@@ -0,0 +1,3 @@
 
 
 
 
1
+ Item 9A Controls and Procedures
2
+ Under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)) as of the end of the period covered by this annual report on Form 10-K, and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective in all material respects, including those to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission's rules and forms, and is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely disclosure. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls in the fourth quarter and subsequent to the date of their evaluation.
3
+ PART III
raw/filings/0000077877/2003/0000077877-04-000012/rp_note.txt ADDED
File without changes
raw/filings/0000077877/2003/0000077877-04-000012/rpt_disclosure.txt ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ Item 13. Certain Relationships and Related Transactions
2
+ The response to this item is set forth herein in Note 8 in the Notes to Consolidated Financial Statements and under "Election of Directors - Interest of Management in Certain Transactions," in the Company's definitive proxy statement for its 2004 annual meeting of stockholders filed or to be filed with the Commission on or before April 30, 2004.
raw/filings/0000077877/2004/0000077877-05-000019/filing.txt ADDED
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+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000077877,PDCE,"PDC ENERGY, INC.",10-K,2005-03-31,2004-12-31,2005-03-31T21:49:51.000Z,0000077877-05-000019,pdc10k20041.htm,,1598750,0,0,https://www.sec.gov/Archives/edgar/data/77877/000007787705000019/pdc10k20041.htm,https://www.sec.gov/Archives/edgar/data/77877/000007787705000019/,2004,2004,1
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1
+ Item 1. Business
2
+ Petroleum
3
+ Development Corporation is an independent energy company engaged primarily in
4
+ the development, production and marketing of natural gas and oil. Since it
5
+ began oil and gas operations in 1969, the Company has grown primarily through
6
+ drilling and development activities, the acquisition of producing natural gas
7
+ and oil wells and the expansion of its natural gas marketing activities. As of
8
+ December 31, 2004, the Company operates approximately 2,700 wells located in
9
+ the Appalachian basin, Michigan, and the Rocky Mountain Region, with gross
10
+ proved reserves of 523 billion cubic feet equivalent of natural gas ("Bcfe",
11
+ based on one barrel of oil equals 6 thousand cubic feet equivalent of natural
12
+ gas ("Mcfe")) of which the Company's share is 217 Bcfe. The Company's share of
13
+ production for the fourth quarter of 2004 averaged 34,500 Mcfe per day.
14
+ Business Segments
15
+ The Company's
16
+ operations are divided into four segments for management and reporting purposes.
17
+ (See Consolidated Financial Statements, Note 19. Business Segments)
18
+ Drilling and Development
19
+ The Company drills
20
+ wells not only for itself, but also for other investor partners. When the
21
+ company drills wells for others it earns a profit above the cost of the wells.
22
+ The Drilling and Development segment records the payments received from others
23
+ as revenue and the related costs as expenses.
24
+ Since 1984, the
25
+ Company has sponsored limited partnerships formed to engage in drilling
26
+ operations. The Company typically purchases a 20% ownership interest in these
27
+ drilling limited partnerships. In 2004, the Company, through four public
28
+ drilling partnerships, raised $100 million making it the sponsor of the largest
29
+ public oil and gas partnership program in the United States as it has been for
30
+ the last several years. With the partnerships as a drilling partner the Company
31
+ has been able to expand its drilling opportunities, reduce its drilling risk
32
+ through greater diversification, and to share the costs of the infrastructure
33
+ necessary to support such activities.
34
+ Natural Gas Marketing
35
+ The Company's
36
+ wholly-owned subsidiary, Riley Natural Gas (RNG), purchases, aggregates and
37
+ resells natural gas developed by the Company and other producers. This allows
38
+ the Company to diversify its operations beyond natural gas drilling and
39
+ production. RNG has established relationships with many of the natural gas
40
+ producers in the Appalachian Basin and has significant expertise in the natural
41
+ gas end‑user market. In addition, RNG has extensive experience in the use
42
+ of hedging strategies, which the Company utilizes to help manage the financial
43
+ impact on the Company and its Partnerships of changes in the price of natural
44
+ gas and oil. RNG also manages the marketing of oil and gas for the Company's
45
+ wells outside the Appalachian Basin, but does not market gas or oil for
46
+ non-affiliated producers in those areas.
47
+ Oil and Gas Sales
48
+ Revenue from the
49
+ sale of oil and natural gas from the Company's interest in oil and gas wells is
50
+ reported in this segment. The Company has interests in approximately 2,700
51
+ wells ranging from a few percent to 100 percent. During 2004 approximately 14%
52
+ of the Company's production was generated by Appalachian Basin wells, 14% by
53
+ Michigan Basin wells and 72% by Rocky Mountain wells. As of the end of 2004,
54
+ the Company's total proved reserves were located as follows: Appalachian Basin 19%,
55
+ Michigan 12% and Rocky Mountain Region 69%. The majority of the Company's
56
+ undeveloped reserves are in the Rocky Mountain Region and the planned drilling
57
+ for 2005 will be focused in that area.
58
+ Well Operations
59
+ The Company operates
60
+ almost all of the approximately 2,700 wells in which it owns an interest. When
61
+ it owns less than 100 percent of the working interest in a well, it charges the
62
+ other owners a competitive operating fee for operating the well. These
63
+ revenues and the associated costs are reflected in the Well Operations segment.
64
+ Areas of Operations
65
+ The Company's
66
+ operations are divided into three regions, the Appalachian Basin, Michigan, and
67
+ the Rocky Mountain Region. The Company has conducted operations in Appalachian
68
+ Basin since its inception in 1969, in Michigan since 1997, and in the Rocky
69
+ Mountain Region since 1999.
70
+ In all three regions
71
+ the Company has historically targeted shallow (less than 10,000 feet),
72
+ developmental natural gas reserves for development. In some areas of the Rocky
73
+ Mountain Region, Michigan and the Appalachian Basin the wells also produce oil
74
+ in conjunction with natural gas. Recently the Company has begun to drill to
75
+ progressively deeper targets in the Rocky Mountain Region. In particular it
76
+ has drilled several wells with depths of more than 12,000 feet. The Company's
77
+ management believes these deeper wells offer the possibility of significantly
78
+ greater reserves and production than shallow wells, although they are also more
79
+ expensive to drill. In addition the probability of encountering problems when
80
+ drilling a deep well is generally greater than when drilling a shallow well.
81
+ With increasing costs for and declining availability of proved developed drilling
82
+ locations, the Company's management believes the additional risk associated
83
+ with exploratory drilling is justified by the potential to generate additional
84
+ proved locations at a significantly lower cost than would be required to
85
+ purchase proved undeveloped locations.
86
+ Business Strategy
87
+ The Company's primary
88
+ objective is to increase shareholder value by expanding its oil and natural gas
89
+ reserves, production and revenues through a strategy that includes the
90
+ following key elements:
91
+ Drill and Develop
92
+ Drilling new wells,
93
+ particularly shallow, developmental natural gas wells, has been the mainstay of
94
+ the Company's drilling program for a number of years. The Company drilled 158
95
+ wells in 2004, compared to 111 wells in 2003. In addition the Company seeks to maximize
96
+ the value of its existing wells through a program of well recompletions and
97
+ infill drilling in areas where attractive opportunities exist. The Company's
98
+ management believes that it will be able to drill a substantial number of new
99
+ wells on its current undeveloped leased properties. As of December 31, 2004,
100
+ the Company had leases or other development rights to
101
+ 1,700 undeveloped acres in the Michigan Basin, 10,000 undeveloped acres in the northern
102
+ Appalachian Basin and 152,830 undeveloped acres in the Rocky Mountain Region. The Company also has about 40 Wattenberg Field wells
103
+ that it plans to recomplete in 2005, and the new wells it has drilled since
104
+ 1999 in the field will be available for recompletions beginning in 2006.
105
+ To support future
106
+ development activities the Company began an exploratory drilling program in
107
+ 2004 that it plans to continue in 2005. The goal of the exploration program is
108
+ to develop several significant new areas for the Company to include in its
109
+ future development drilling programs.
110
+ Acquire
111
+ The Company's
112
+ acquisition efforts are focused on producing properties that fit well within
113
+ existing operations or in areas where the Company is establishing new operations
114
+ and that have most of their value in producing wells, behind pipe reserves or
115
+ high quality proved undeveloped locations. Acquisitions have historically
116
+ offered economies in management and administration, and the Company's
117
+ management believes that it can acquire and manage more producing wells without
118
+ incurring substantial increases in its administrative costs.
119
+ Diversify and Focus
120
+ With operations in
121
+ the Rocky Mountains, Michigan and the Appalachian Basin, the Company has proven
122
+ its ability to grow through operations in geographically diverse areas. While
123
+ these areas provide geographic diversification, within each area the Company
124
+ has concentrated positions that lend themselves to effective development and
125
+ operation. The Company plans to conduct the majority of its drilling
126
+ activities in the Rocky Mountain region during 2005, but will continue to seek
127
+ additional opportunities for expansion in areas where the Company's experience
128
+ and expertise can be applied successfully.
129
+ Manage Risk
130
+ The Company seeks
131
+ opportunities to reduce the risks inherent in the oil and gas industry in a
132
+ variety of ways. For a number of years an integral part of the Company's
133
+ strategy has been to concentrate on development drilling and geographical
134
+ diversification to reduce risk levels associated with natural gas and oil drilling,
135
+ production and markets. Development drilling is less risky than exploratory
136
+ drilling and is likely to generate cash returns more quickly. Development
137
+ drilling will remain the foundation of our drilling activities in 2005. However
138
+ Company's management believes the increasing cost of high quality development
139
+ locations has made exploratory drilling more attractive. Exploratory wells
140
+ have the potential of identifying new development opportunities at a
141
+ significantly lower cost than the current cost of proven locations. While successful
142
+ exploratory efforts could add to the Company's future drilling opportunities at
143
+ favorable costs, under the successful efforts method of accounting, exploratory
144
+ dry holes are expensed at the time it is recognized that they are unproductive.
145
+ This could result in greater short term expenses and a reduction in the
146
+ near-term profitability of the Company.
147
+ To help offset the
148
+ relatively high business risk inherent in the oil and gas industry the company
149
+ maintains a conservative financial structure. The Company's management
150
+ believes that successful natural gas marketing is essential to profitable
151
+ operations in a deregulated gas market. To further this goal, the Company's
152
+ utilizes its marketing subsidiary, Riley Natural Gas, to manage the marketing
153
+ of the Company's oil and natural gas and its commodity hedges. This allows the
154
+ Company to maintain better control over third party risk in sales and hedging
155
+ activities. The Company uses natural gas and oil hedges to reduce the effects
156
+ of volatility of energy prices.
157
+ Available Information Posted on the Company's Website
158
+ The Company's
159
+ Internet address is www.petd.com. Electronic copies of the Company's annual report
160
+ on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K,
161
+ and amendments to those reports are available free of charge by visiting the
162
+ "Financial Information" section of www.petd.com . These reports are posted as soon as reasonably
163
+ practicable after they are electronically filed with the Securities and
164
+ Exchange Commission. Additionally, information including the Company's press
165
+ releases, current drilling program sales, Bylaws, Committee Charters, Code of
166
+ Business Conduct and Ethics, Shareholder Communication Policy, Board Nomination
167
+ Procedures and the Whistleblower and Qualified Legal Compliance Committee
168
+ Hotline is also available at the site.
169
+ Industry Overview
170
+ Natural gas is the
171
+ second largest energy source in the United States, after liquid petroleum. The
172
+ estimated 21.9 Tcf of natural gas consumed in 2004 represented approximately 23%
173
+ of the total energy used in the United States. Natural gas is consumed in the
174
+ United States as follows: 35% by industrial end-users as feedstock for products
175
+ such as plastic and fertilizer or as the energy source for producing products
176
+ such as glass; 24% and 15% by residential and commercial end-users,
177
+ respectively, for uses including heating, cooling and cooking; and 25% by
178
+ utilities for the generation of electricity; and 1% for other users. (Source U.S. Energy Information Administration)
179
+ The Company's
180
+ management believes that the market for natural gas will continue to grow in
181
+ the future. Natural gas is the cleanest and most environmentally safe of the
182
+ fossil fuels. Relative to other energy sources, natural gas usage and losses
183
+ during transportation from source to destination are slight, averaging only
184
+ about 3% of the natural gas energy. The delivery of natural gas is among the
185
+ safest means of distributing energy to customers, as the natural gas
186
+ transmission system is fixed and is located underground.
187
+ The deregulation of
188
+ the natural gas industry and a favorable regulatory environment have resulted
189
+ in end-users' ability to purchase natural gas on a competitive basis from a
190
+ greater variety of sources. Increasing international demand for petroleum
191
+ combined with supply constraints drove oil prices to record high levels in
192
+ 2004. Continuing increases in world energy demand appear likely in 2005 and
193
+ beyond. This makes natural gas more competitive in domestic markets as a
194
+ replacement for oil and increases the value of domestic oil and natural gas
195
+ reserves.
196
+ The Company's
197
+ management believes that the foregoing factors, together with the increased
198
+ availability of natural gas as a form of energy for residential, commercial and
199
+ industrial uses, should increase the demand for natural gas as well as create
200
+ new markets for natural gas even at prices that are high by historical
201
+ standards.
202
+ Because local
203
+ supplies of natural gas are inadequate to meet demand in sections of the
204
+ country, areas including the West Coast and the Northeast import natural gas
205
+ from producing areas via interstate natural gas pipelines. The cost of
206
+ transporting natural gas from the major producing areas to markets creates a
207
+ price advantage for production located closer to the consuming regions. Natural
208
+ gas producers in the Appalachian Basin and Michigan benefit from proximity to
209
+ the northeastern United States.
210
+ In contrast, much of
211
+ the production in the Rocky Mountains is transported significant distances to
212
+ end use markets. As a result the price received for gas in the Rocky Mountains
213
+ is generally less than the price received in areas closer to the primary
214
+ consuming areas. The Rocky Mountain region is believed to hold substantial
215
+ undeveloped natural gas resources. Recent and planned additions to pipeline
216
+ capacity in the region have made the area more attractive for development.
217
+ Although gas from the region will generally sell for less than gas in the
218
+ Appalachian and Michigan Basins, development costs may be less.
219
+ Operations
220
+ Exploration and Development Activities
221
+ The Company's
222
+ development activities focus on the identification and drilling of new
223
+ productive wells, the acquisition of existing producing wells from other
224
+ producers, and maximizing the value of the Company's current properties through
225
+ infill drilling, recompletions, and other production enhancements.
226
+ Prospect Generation
227
+ The Company's staff
228
+ of professional geologists is responsible for identifying areas with potential
229
+ for economic production of natural gas and oil. These geologists have decades
230
+ of cumulative experience evaluating prospects and drilling natural gas and oil
231
+ wells. They utilize results from logs, seismic data and other tools to evaluate
232
+ existing wells and to predict the location of economically attractive new gas
233
+ reserves. To further this process, the Company has collected and continues to
234
+ collect logs, core data, production information and other raw data available
235
+ from state and private agencies, other companies and individuals actively
236
+ drilling in the regions being evaluated. From this information the geologists
237
+ develop models of the subsurface structures and formations that are used to
238
+ predict areas with prospects for economic development.
239
+ On the basis of
240
+ these models, the geologists instruct the Company's land department to obtain
241
+ available natural gas leaseholds, farmouts and other development rights in
242
+ these prospective areas. These rights are then obtained, if possible, by the
243
+ Company's land department or contract landmen under the direction of the
244
+ Company's land manager. In most cases, the Company pays a lease bonus and
245
+ annual rental payments, converting, upon initiation of production, to a royalty
246
+ on gross production revenue in return for obtaining the leases. In addition
247
+ overriding royalty payments may be made to third parties in conjunction with
248
+ the acquisition of drilling rights initially leased by others. As of December
249
+ 31, 2004, the Company had leasehold rights to approximately 164,530 acres
250
+ available for development. See--"Properties--Oil and Natural Gas Leases."
251
+ Drilling Activities
252
+ When prospects have
253
+ been identified and leased, the Company develops these properties by drilling
254
+ wells. In 2004, the Company drilled a total of 157 development wells of which 153
255
+ were successfully completed as producing wells. Typically, the Company will act
256
+ as driller‑operator for these prospects, frequently selling interests in
257
+ the wells to partnerships, primarily Company‑sponsored partnerships, and
258
+ other entities that are interested in exploration or development of the prospects.
259
+ The Company retains an interest in each well it drills.
260
+ The Company also
261
+ drilled one exploratory well in 2004 and plans additional exploratory wells in
262
+ 2005. As of the date of this report the exploratory well had been completed
263
+ and testing was underway but the well had not been classified as successful or
264
+ dry. Testing of the well was suspended in January due to lease restrictions on
265
+ the Federal lease. We expect to resume testing in the second quarter. If the
266
+ well is determined to be a dry hole, its cost will be expensed in the period
267
+ when the determination is made as required by the successful efforts method of
268
+ accounting. The cost of the well as of January 31, 2005 is $4,362,000.
269
+ Currently the Company plans to retain most if not all of the working interest
270
+ in the exploratory wells, since the Company partnerships focus on developmental
271
+ activities and are allowed only limited participation in exploratory drilling.
272
+ See "Financing of Company Drilling and Development Activities" And
273
+ "Drilling and Development Activities Conducted for Company Sponsored
274
+ Partnerships."
275
+ Much of the work
276
+ associated with drilling, completing and connecting wells, including drilling,
277
+ fracturing, logging and pipeline construction is performed under the Company's
278
+ direction by subcontractors specializing in those operations, as is common in
279
+ the industry. When judged advantageous, material and services used by the
280
+ Company in the development process are acquired through competitive bidding by
281
+ approved vendors. The Company also directly negotiates rates and costs for
282
+ services and supplies when conditions indicate that such an approach is
283
+ warranted. As the prices paid to the Company by its drilling partnerships for
284
+ the Company's services are frequently fixed before the wells are drilled or are
285
+ determined based primarily on the well depth, the Company is subject to the
286
+ risk that prices of goods or services used in the development process could
287
+ increase, rendering its contracts with its investor partners less profitable or
288
+ unprofitable. In addition, problems encountered in the process can
289
+ substantially increase development costs, sometimes without recourse for the
290
+ Company to recover its costs from its partners. To minimize these risks, the
291
+ Company seeks to lock in its development costs in advance of drilling when
292
+ possible.
293
+ Drilling Activity
294
+ The following table
295
+ summarizes the Company's development drilling activity for the last five years.
296
+ There is no correlation between the number of productive wells completed during
297
+ any period and the aggregate reserves attributable to those wells. The
298
+ Company's exploratory wells drilled in the past five years (not included in the
299
+ table data) consist of one well (1.0 net) drilled in 2004 and one dry hole (1.0
300
+ net) drilled in 2003. The exploratory well drilled in 2004 was completed late
301
+ in the year. Testing was commenced in December and suspended in January due to
302
+ lease restrictions on the federal lease that restrict access for heavy
303
+ equipment including service units during certain periods of the year to protect
304
+ wildlife and the environment. The lease restrictions would not prevent the
305
+ operation of producing wells during this period. Testing is scheduled to
306
+ resume late in the second quarter. The well cannot be classified as dry or
307
+ productive until testing is complete. If it is classified as dry the cost will
308
+ be expensed in the period when the determination is made as required by the successful
309
+ efforts method of accounting.
310
+ Development Wells
311
+ Drilled
312
+ Total
313
+ Productive
314
+ Dry
315
+ Drilled
316
+ Net
317
+ Drilled
318
+ Net
319
+ Drilled
320
+ Net
321
+ 2000
322
+ 97
323
+ 27.39
324
+ 97
325
+ 27.39
326
+ -
327
+ -
328
+ 2001
329
+ 141
330
+ 40.00
331
+ 135
332
+ 37.94
333
+ 6
334
+ 2.06
335
+ 2002
336
+ 70
337
+ 13.71
338
+ 70
339
+ 13.71
340
+ -
341
+ -
342
+ 2003
343
+ 110
344
+ 28.51
345
+ 110
346
+ 28.51
347
+ -
348
+ -
349
+ 2004
350
+ 157
351
+ 43.00
352
+ 153
353
+ 42.40
354
+ 4
355
+ .60
356
+ Total
357
+ 575
358
+ 152.61
359
+ 565
360
+ 149.95
361
+ 10
362
+ 2.66
363
+ Financing of Company Drilling and Development Activities
364
+ The Company conducts
365
+ development drilling activities for its own account and acts as operator for
366
+ other investors. When conducting activities for its own account the Company
367
+ uses cash flow from operations and capital provided from its long term credit
368
+ facility to fund its share of operations. The Company currently has activated
369
+ $60 million of a $100 million credit facility with J.P. Morgan Chase Bank, NA and
370
+ BNP Paribas, however it has more than adequate reserves to allow the full line
371
+ to be activated if necessary. As of the end of 2004 the Company had $21
372
+ million outstanding of the facility.
373
+ Drilling and Development Activities Conducted for Company
374
+ Sponsored Partnerships
375
+ In addition to wells
376
+ and interests in wells that it drills for itself, the company also acts as
377
+ operator for other oil and gas investors. Historically these other investors
378
+ have included individuals, corporations, partnerships formed by non-affiliated
379
+ parties and other investors. Currently the Company's drilling partners consist
380
+ primarily of public partnerships sponsored by the Company. A part of the Company's
381
+ drilling investment is used to purchase an interest in each partnership.
382
+ In 1984, the Company
383
+ began sponsoring private drilling limited partnerships, and, in 1989, the
384
+ Company began to offer partnership interests in public drilling programs registered
385
+ with the SEC. The Company's public partnerships had $100 million in
386
+ subscriptions in 2004, $78.3 million in subscriptions in 2003, and $56.9
387
+ million in subscriptions in 2002. The Company generally invests, as its equity
388
+ contribution to each drilling partnership, an additional sum approximating 22%
389
+ of the aggregate subscriptions received for that particular drilling
390
+ partnership and receives a 20% working interest in each partnership. As a
391
+ result, the Company is subject to substantial cash commitments at the closing
392
+ of each drilling partnership, during 2004 this amounted to $22.0 million.. The
393
+ funds received from these programs are restricted to use in future drilling
394
+ operations. While funds were received by the Company pursuant to drilling
395
+ contracts in the years indicated, the Company recognizes revenues from drilling
396
+ operations on the percentage of completion method as the wells are drilled,
397
+ rather than when funds are received. Substantially all of the Company's
398
+ drilling and development funds are now received from partnerships in which the
399
+ Company serves as managing general partner. However, because wells produce for
400
+ a number of years, the Company continues to serve as operator for a number of
401
+ unaffiliated parties.
402
+ The process begins
403
+ when the Company enters into a development agreement with an investor partner,
404
+ pursuant to which the Company agrees to assign some or all of its rights in the
405
+ property to be drilled to the partnership or other entity. The partnership or
406
+ other entity thereby becomes owner of a working interest in the property.
407
+ The Company's drilling
408
+ contracts with its investor partners have historically taken many different
409
+ forms. Currently the agreements can be classified as on a
410
+ "footage-based" rate, whereby the Company receives drilling and
411
+ completion payments based on the depth of the well. Basic drilling and
412
+ completion operations are performed on a footage‑based rate, with leases
413
+ being contributed at the Company's cost. The Company may also purchase a
414
+ working interest in the subject properties. In its financial reporting the
415
+ Company reports only its share of reserves, production, revenue and costs
416
+ associated with wells in which other investors participate. The level of
417
+ the Company's third party drilling and development activity is dependent upon
418
+ the amount of subscriptions in its public drilling partnerships and investments
419
+ from other partnerships or other joint venture partners. Accepting investments
420
+ from third party investors and Company sponsored partnerships enables the
421
+ Company to diversify its holdings, thereby reducing the risk of the Company's
422
+ investments. Additionally, the Company benefits through such arrangements by
423
+ its receipt of fees for its management services and/or through an increased
424
+ share in the revenues produced by the developed properties. The Company's
425
+ management believes that investments in drilling activities, whether through
426
+ Company‑sponsored partnerships or other sources, are influenced in part
427
+ by the favorable treatment that such investments enjoy under the federal income
428
+ tax laws. No assurance can be given that the Company will continue to have
429
+ access to funds generated through these financing vehicles.
430
+ Purchases of Producing Properties
431
+ In addition to
432
+ drilling new wells, the Company continues to pursue opportunities to purchase
433
+ existing wells from other producers as well as greater ownership interests in
434
+ the wells it operates. Generally, outside interests purchased include a
435
+ majority interest in the wells and the right to operate the wells. Although the
436
+ Company made several offers to purchase properties during 2004, other potential
437
+ purchasers outbid the Company, therefore none of its offers were successful.
438
+ Several purchases made during 2003 as described below did contribute to the
439
+ Company's increased production in 2004.
440
+ During the second
441
+ quarter of 2003, the Company purchased 166 wells in the Denver Julesburg-Basin
442
+ in northeastern Colorado from Williams Production RMT Company for $28 million.
443
+ The Company estimates the acquisition included approximately 22.6 billion cubic
444
+ feet (Bcf) of proved developed producing (PDP) and 3.4 Bcf of proved developed
445
+ non-producing reserves (PDNP) at the time of acquisition, all of which is
446
+ natural gas.
447
+ During the fourth
448
+ quarter of 2003, the Company purchased from one of its unaffiliated joint
449
+ venture partners in the Denver-Julesburg Basin in Weld County, Colorado
450
+ approximately 3.1 billion cubic feet equivalent (Bcfe) of proved developed
451
+ producing reserves from interests in 20.6 net wells (230 gross) and 1.8 Bcfe of
452
+ proved developed non-producing reserves from interests in 17 net wells (183
453
+ gross). The purchase price was $5.2 million.
454
+ During the fourth
455
+ quarter of 2003, the Company purchased from an unaffiliated party 97 gross
456
+ wells (73 net) in the Denver-Julesburg Basin located in northeast Colorado and northwestern Kansas for $6.0 million. This purchase included approximately 4.5
457
+ billion cubic feet equivalent (Bcfe) of proved developed producing and proved
458
+ developed non-producing reserves along with 100,000 acres of oil and gas
459
+ leases.
460
+ The Company also
461
+ purchased a number of small interests in its partnerships from investor
462
+ partners wishing to sell their interests in 2004, 2003 and 2002.
463
+ Production
464
+ The following table
465
+ shows the Company's net production in barrels (Bbl) of crude oil and in
466
+ thousand cubic feet (Mcf) of natural gas and the costs and weighted average
467
+ selling prices thereof, for the last five years.
468
+ Year Ended December 31,
469
+ 2004
470
+ 2003
471
+ 2002
472
+ 2001
473
+ 2000
474
+ Production(1):
475
+ Oil(MBbl)
476
+ 381
477
+ 289
478
+ 227
479
+ 195
480
+ 109
481
+ Natural Gas (MMcf)
482
+ 10,372
483
+ 8,712
484
+ 6,462
485
+ 6,085
486
+ 5,737
487
+ Equivalent Mmcf(2)
488
+ 12,658
489
+ 10,449
490
+ 7,824
491
+ 7,255
492
+ 6,391
493
+ Average sales price:
494
+ Oil (per Bbl)(3)
495
+ $35.13
496
+ $29.39
497
+ $24.41
498
+ $22.53
499
+ $29.99
500
+ Natural gas (per Mcf)(3)
501
+ $5.26
502
+ $4.42
503
+ $2.68
504
+ $3.53
505
+ $2.74
506
+ Average production cost (lifting cost)
507
+ Per equivalent Mcf(4)
508
+ $1.18
509
+ $0.98
510
+ $0.82
511
+ $0.83
512
+ $0.66
513
+ ----------
514
+ (1) Production
515
+ as shown in the table is net to the Company and is determined by multiplying
516
+ the gross production volume of properties in which the Company has an interest
517
+ by the percentage of the leasehold or other property interest owned by the
518
+ Company.
519
+ (2) A
520
+ ratio of energy content of natural gas and oil (six Mcf of natural gas equals
521
+ one barrel of oil) was used to obtain a conversion factor to convert oil
522
+ production into equivalent Mcf of natural gas.
523
+ (3) The
524
+ Company utilizes commodity-based derivative instruments as hedges to manage a
525
+ portion of its exposure to price volatility of its natural gas and oil sales.
526
+ The effect of hedges on the average sales price of natural gas per Mcf for the
527
+ years ended December 31, 2004, 2003, 2002, 2001, and 2000 was $(0.09), $(0.09),
528
+ $0.02, $(0.56),and $(0.91) respectively. The effect of hedges on the average
529
+ sales price of oil per barrel for the year ended December 31, 2004 was
530
+ $(2.71). There was no oil hedged in earlier years.
531
+ (4) Production
532
+ costs represent oil and gas operating expenses which include severance and ad
533
+ valorem taxes as reflected in the financial statements of the Company. See Oil
534
+ and Gas Production Costs in Management's Discussion and Analysis.
535
+ Natural Gas Sales
536
+ Natural gas produced
537
+ by the Company's well interests is sold under contracts with terms ranging from
538
+ one month to three years. Virtually all of
539
+ the Company's contract pricing provisions are tied to a market index, with
540
+ certain adjustments based on, among other factors, whether a well delivers to a
541
+ gathering or transmission line, quality of natural gas and prevailing supply
542
+ and demand conditions, so that the price of the natural gas fluctuates to
543
+ remain competitive with other available natural gas supplies. As a result, the
544
+ Company's revenues from the sale of natural gas will suffer if market prices
545
+ decline and benefit if they increase. The Company's management believes that
546
+ the pricing provisions of its natural gas contracts are customary in the
547
+ industry.
548
+ The Company sells
549
+ its natural gas to industrial end-users, utilities, other gas marketers, and
550
+ other wholesale gas purchasers. Two customers accounted for 13.8% and 11.1%
551
+ respectively of the Company's revenues from oil and gas sales (7.8% and 6.3% of
552
+ total revenues) in 2004. Three customers accounted for 16.6%, 17.4% and 14.3%,
553
+ respectively of the Company's revenues from oil and gas sales (9.8%, 10.3% and
554
+ 8.5% of total revenues) in 2003. Two customers accounted for 21.1% and 11.0%,
555
+ respectively of the Company's revenues from oil and gas sales (10.8% and 5.6%
556
+ of total revenues) in 2002. No other single purchaser of the Company's natural
557
+ gas accounted for 10% or more of the Company's total revenues during 2004,
558
+ 2003, and 2002.
559
+ At December 31,
560
+ 2004, natural gas produced by the Company sold at prices per Mcf ranging from
561
+ $0.90 to $12.22, depending upon well location, the date of the sales contract
562
+ and other factors. The weighted net average price of natural gas sold by the
563
+ Company during 2004 was $5.26 per Mcf.
564
+ In general, the
565
+ Company, together with its marketing subsidiary, RNG, has been and expects to
566
+ continue to be able to produce and sell natural gas from its wells without
567
+ significant curtailment by providing natural gas to purchasers at competitive
568
+ prices. Open access transportation through the country's interstate pipeline
569
+ system makes a broad range of markets accessible to the Company. Whenever
570
+ feasible the Company obtains access to multiple pipelines and markets from each
571
+ of its gathering systems seeking the best available market for its natural gas
572
+ at any point in time.
573
+ Oil Sales
574
+ Some of the
575
+ Company's wells in the Appalachian Basin and Michigan, and most of the
576
+ Company's wells in Wattenberg field in Colorado, produce oil in addition to
577
+ natural gas. At the end of 2004 oil was about 9% of the Company's total
578
+ equivalent reserves.
579
+ The Company is
580
+ currently able to sell all the oil that it can produce under existing sales
581
+ contracts with petroleum refiners and marketers. The Company does not refine
582
+ any of its oil production. The Company's crude oil production is sold to
583
+ purchasers at or near the Company's wells under short-term purchase contracts
584
+ at prices and in accordance with arrangements that are customary in the oil
585
+ industry. One purchaser accounted for 7.6%, 11.0% and 11.9% of the Company's
586
+ revenues from oil and gas sales (4.3%, 6.5% and 5.6% of total revenues) in 2004,
587
+ 2003, and 2002. At December 31, 2004, oil produced by the Company sold at
588
+ prices ranging from $37.25 to $49.00 per barrel,
589
+ depending upon the location and quality of oil. In 2004, the weighted net
590
+ average price per barrel of oil sold by the Company was $35.13.
591
+ Oil production is
592
+ subject to many of the same operating hazards and environmental concerns as
593
+ natural gas production, but is also subject to the risk of oil spills. Federal
594
+ regulations require certain owners or operators of facilities that store or
595
+ otherwise handle oil, such as the Company, to procure and implement Spill Prevention,
596
+ Control and Counter-measures ("SPCC") plans relating to the possible discharge
597
+ of oil into surface waters. The Oil Pollution Act of 1990 ("OPA")
598
+ subjects owners of facilities to strict joint and several liability for all
599
+ containment and cleanup costs and certain other damages arising from oil
600
+ spills. Noncompliance with OPA may result in varying civil and criminal penalties
601
+ and liabilities. Operations of the Company are also subject to the Federal
602
+ Clean Water Act and analogous state laws relating to the control of water
603
+ pollution, which laws provide varying civil and criminal penalties and
604
+ liabilities for release of petroleum or its derivatives into surface waters or
605
+ into the ground.
606
+ Natural Gas Marketing
607
+ The Company's
608
+ natural gas marketing activities involve the purchase of natural gas from other
609
+ producers and the sale of that natural gas along with natural gas produced by
610
+ the Company. The Company's management believes that in a deregulated market,
611
+ successful natural gas marketing is an essential component of profitable
612
+ operations. A variety of factors affect the market for natural gas, including
613
+ the availability of other domestic production, natural gas imports, the
614
+ availability and price of alternative fuels, the proximity and capacity of
615
+ natural gas pipelines, general fluctuations in the supply and demand for
616
+ natural gas and the effects of state and federal regulations on natural gas
617
+ production and sales. The natural gas industry also competes with other
618
+ industries in supplying the energy and fuel requirements of industrial,
619
+ commercial and individual customers.
620
+ RNG, a wholly owned
621
+ subsidiary, is a natural gas marketing company that specializes in the
622
+ purchase, aggregation and sale of natural gas production in the Company's
623
+ operating areas. RNG markets natural gas produced by the Company and also
624
+ purchases natural gas from other producers and resells to utilities, end users
625
+ or other marketers. The employees of RNG have extensive knowledge of natural
626
+ gas markets in the Company's areas of operations. Such knowledge assists the
627
+ Company in maximizing its prices as it markets natural gas from
628
+ Company-operated wells. The gas is marketed to natural gas utilities, pipelines
629
+ and industrial and commercial customers, either directly through the Company's
630
+ gathering system, or utilizing transportation services provided by regulated
631
+ interstate pipeline companies.
632
+ Hedging Activities
633
+ The Company utilizes
634
+ commodity-based derivative instruments as hedges to manage a portion of the
635
+ exposure to price volatility stemming from its oil and natural gas sales and
636
+ marketing activities. These instruments consist of NYMEX-traded natural gas
637
+ futures and option contracts for Appalachian, Michigan and eastern Colorado production, and CIG (Colorado Interstate Gas Index)-based contracts for other Colorado production and NYMEX traded oil futures and option contracts for Colorado oil production.
638
+ The contracts hedge committed and anticipated natural gas purchases and sales
639
+ and anticipated oil sales, generally forecasted to occur within the next two
640
+ year period. Company policy prohibits the use of natural gas or oil futures or
641
+ options for speculative purposes and permits utilization of hedges only if
642
+ there is an underlying physical position.
643
+ The Company through
644
+ RNG has extensive experience with the use of financial hedges to reduce the
645
+ risk and impact of natural gas price changes. These hedges are used by RNG to
646
+ coordinate fixed and variable priced purchases and sales, and by the Company to
647
+ "lock in" fixed prices from time to time for the Company's share of
648
+ production, and to establish "floors" and "ceilings" or
649
+ "collars" on the possible range of the price realized for the sale of
650
+ natural gas and oil. In order for contracts to serve as effective hedges, the
651
+ derivatives must be highly effective in offsetting changes in cash flows of
652
+ hedged items. There must be sufficient correlation to the underlying hedged
653
+ transaction. While hedging can help provide price protection if spot prices
654
+ drop, hedges can also limit upside potential.
655
+ For unhedged natural
656
+ gas sales not subject to fixed price contracts, the Company is subject to price
657
+ fluctuations for natural gas sold in the spot market and under market index
658
+ contracts. The Company continues to evaluate the potential for reducing these
659
+ risks by entering into hedge transactions. In addition, the Company may also
660
+ close out any portion of hedges that may exist from time to time which may
661
+ result in a gain or loss on that hedge transaction. Generally the Company
662
+ hedges only a portion of its anticipated production, so some or all of the
663
+ production is subject to the full fluctuation of market pricing.
664
+ Well Operations
665
+ The
666
+ Company currently operates approximately 1,476 wells in the Appalachian Basin,
667
+ 204 wells in the Michigan Basin and 991 wells in the Rocky Mountain Region. The
668
+ Company's ownership interest in these wells ranges from 0% to 100%, and, on
669
+ average, the Company has an approximate 51% ownership interest in the wells it
670
+ operates.
671
+ The Company is paid
672
+ a monthly operating fee for each well it operates for outside owners including
673
+ the limited partnerships sponsored by the Company. The fee is competitive with
674
+ rates charged by other operators in the area. The fee covers monthly operating
675
+ and accounting costs, insurance and other recurring costs. The Company may also
676
+ receive additional compensation for special non-recurring activities, such as
677
+ reworks and recompletions.
678
+ Transportation
679
+ Natural gas wells
680
+ are connected by pipelines to natural gas markets. Over the years, the Company
681
+ has developed gathering systems in some of its areas of operations. The Company
682
+ also continues to construct new trunk lines as necessary to provide for the
683
+ marketing of natural gas being developed from new areas and to enhance or
684
+ maintain its existing systems.
685
+ The Company is paid
686
+ a transportation fee for natural gas that is moved by other shippers through
687
+ these pipeline systems. In many cases the Company has been able to receive
688
+ higher natural gas prices as a result of its ability to move natural gas to
689
+ more attractive markets through this pipeline system, to the benefit of both
690
+ the Company and its investor partners.
691
+ Governmental Regulation
692
+ The Company's
693
+ business and the natural gas industry in general are heavily regulated. The
694
+ availability of a ready market for natural gas production depends on several
695
+ factors beyond the Company's control. These factors include regulation of
696
+ natural gas production, federal and state regulations governing environmental
697
+ quality and pollution control, the amount of natural gas available for sale,
698
+ the availability of adequate pipeline and other transportation and processing
699
+ facilities and the marketing of competitive fuels. State and federal
700
+ regulations generally are intended to protect consumers from unfair treatment,
701
+ control and reduce the risk to the public and workers from the drilling
702
+ completion, production and transportation of oil and natural gas, prevent waste
703
+ of natural gas, protect rights to produce natural gas between owners in a
704
+ common reservoir and control contamination of the environment. Pipelines are
705
+ subject to the jurisdiction of various federal, state and local agencies. In
706
+ the western part of the United States the federal and state governments own a
707
+ large percentage of the land and the rights to develop oil and natural gas.
708
+ Recently the Company has increased its positions in these types of leases.
709
+ Generally government leases are subject to additional regulations and controls
710
+ not commonly seen on private leases. The Company takes the steps necessary to
711
+ comply with applicable regulations both on its own behalf and as part of the
712
+ services it provides to its investor partnerships. The Company's management
713
+ believes that it is in substantial compliance with such statutes, rules,
714
+ regulations and governmental orders, although there can be no assurance that
715
+ this is or will remain the case. The following discussion of the regulation of
716
+ the United States natural gas industry is not intended to constitute a complete
717
+ discussion of the various statutes, rules, regulations and environmental orders
718
+ to which the Company's operations may be subject.
719
+ Regulation of Oil and Natural Gas Exploration and
720
+ Production
721
+ The Company's oil
722
+ and natural gas operations are subject to various types of regulation at the
723
+ federal, state and local levels. Prior to commencing drilling activities for a
724
+ well, the Company must procure permits and/or approvals for the various stages
725
+ of the drilling process from the applicable state and local agencies in the
726
+ state in which the area to be drilled is located. Such permits and approvals
727
+ include those for the drilling of wells, and such regulation includes
728
+ maintaining bonding requirements in order to drill or operate wells and
729
+ regulating the location of wells, the method of drilling and casing wells, the
730
+ surface use and restoration of properties on which wells are drilled, the
731
+ plugging and abandoning of wells and the disposal of fluids used in connection with
732
+ operations. The Company's operations are also subject to various conservation
733
+ laws and regulations. These include the regulation of the size of drilling and
734
+ spacing units or proration units and the density of wells which may be drilled
735
+ and the unitization or pooling of properties. In this regard, some states allow
736
+ the forced pooling or integration of tracts to facilitate exploration while
737
+ other states rely primarily or exclusively on voluntary pooling of lands and
738
+ leases. In areas where pooling is voluntary, it may be more difficult to form
739
+ units, and therefore, more difficult to develop a project if the operator owns
740
+ less than 100% of the leasehold. In addition, state conservation laws may
741
+ establish maximum rates of production from oil and natural gas wells, generally
742
+ prohibiting the venting or flaring of natural gas and imposing certain
743
+ requirements regarding the ratability of production. Where wells are to be
744
+ drilled on state or federal leases additional regulations and conditions may
745
+ apply. The effect of these regulations may limit the amount of oil and natural
746
+ gas the Company can produce from its wells and may limit the number of wells or
747
+ the locations at which the Company can drill. The regulatory burden on the oil
748
+ and natural gas industry increases the Company's costs of doing business and,
749
+ consequently, affects its profitability. In as much as such laws and
750
+ regulations are frequently expanded, amended and reinterpreted, the Company is
751
+ unable to predict the future cost or impact of complying with such regulations.
752
+ Regulation of Sales and Transportation of Natural Gas
753
+ Historically, the
754
+ transportation and sale for resale of natural gas in interstate commerce were
755
+ regulated pursuant to the Natural Gas Act of 1938, the Natural Gas Policy Act
756
+ of 1978 (the "NGPA") and the regulations promulgated thereunder by
757
+ the Federal Energy Regulatory Commission (FERC). Maximum selling prices of
758
+ certain categories of natural gas sold in "first sales," whether sold
759
+ in interstate or intrastate commerce, were regulated pursuant to the NGPA. The
760
+ Natural Gas Wellhead Decontrol Act (the "Decontrol Act") removed, as
761
+ of January 1, 1993, all remaining federal price controls from natural gas sold
762
+ in "first sales" on or after that date. FERC's jurisdiction over
763
+ natural gas transportation was unaffected by the Decontrol Act. While sales by
764
+ producers of natural gas and all sales of crude oil, condensate and natural gas
765
+ liquids can currently be made at market prices, Congress could reenact price
766
+ controls in the future.
767
+ The Company's sales
768
+ of natural gas are affected by the availability, terms and cost of
769
+ transportation. The price and terms for access to pipeline transportation are
770
+ subject to extensive regulation. In the past, FERC has undertaken various
771
+ initiatives to increase competition within the natural gas industry. As a
772
+ result of initiatives like FERC Order No.636, issued in April 1992, the
773
+ interstate natural gas transportation and marketing system was substantially
774
+ restructured to remove various barriers and practices that historically limited
775
+ non‑pipeline natural gas sellers, including producers, from effectively
776
+ competing with interstate pipelines for sales to local distribution companies
777
+ and large industrial and commercial customers. The most significant provisions
778
+ of Order No.636 require that interstate pipelines provide transportation
779
+ separate or "unbundled" from their sales service, and require that
780
+ pipelines provide firm and interruptible transportation service on an open
781
+ access basis that is equal for all natural gas suppliers. In many instances,
782
+ the result of Order No.636 and related initiatives have been to substantially
783
+ reduce or eliminate the interstate pipelines' traditional role as wholesalers
784
+ of natural gas in favor of providing only storage and transportation services.
785
+ Another effect of regulatory restructuring is the greater transportation access
786
+ available on interstate pipelines. In some cases, producers and marketers have
787
+ benefited from this availability. However, competition among suppliers has
788
+ greatly increased and traditional long‑term producer-pipeline contracts
789
+ are rare. Furthermore, gathering facilities of interstate pipelines are no
790
+ longer regulated by FERC, thus allowing gatherers to charge higher gathering
791
+ rates.
792
+ Additional proposals
793
+ and proceedings that might affect the natural gas industry occur frequently in
794
+ the Congress, FERC, state commissions, state legislatures, and the courts. The
795
+ natural gas industry historically has been very heavily regulated; therefore,
796
+ there is no assurance that the less stringent regulatory approach recently
797
+ pursued by FERC and Congress will continue. The Company cannot determine to
798
+ what extent future operations and earnings of the Company will be affected by
799
+ new legislation, new regulations, or changes in existing regulation, at
800
+ federal, state or local levels.
801
+ Environmental Regulations
802
+ The Company's
803
+ operations are subject to numerous laws and regulations governing the discharge
804
+ of materials into the environment or otherwise relating to environmental
805
+ protection. Public interest in the protection of the environment has increased
806
+ dramatically in recent years. The trend of more expansive and stricter
807
+ environmental legislation and regulations could continue. To the extent laws
808
+ are enacted or other governmental action is taken that restricts drilling or
809
+ imposes environmental protection requirements that result in increased costs
810
+ and reduced access to the natural gas industry in general, the business and
811
+ prospects of the Company could be adversely affected.
812
+ The Company
813
+ generates wastes that may be subject to the Federal Resource Conservation and
814
+ Recovery Act ("RCRA") and comparable state statutes. The U.S.
815
+ Environmental Protection Agency ("EPA") and various state agencies
816
+ have limited the approved methods of disposal for certain hazardous and
817
+ nonhazardous wastes. Furthermore, certain wastes generated by the Company's
818
+ operations that are currently exempt from treatment as "hazardous
819
+ wastes" may in the future be designated as "hazardous wastes,"
820
+ and therefore be subject to more rigorous and costly operating and disposal
821
+ requirements.
822
+ The Company
823
+ currently owns or leases numerous properties that for many years have been used
824
+ for the exploration and production of oil and natural gas. Although the Company's
825
+ management believes that it has utilized good operating and waste disposal
826
+ practices, prior owners and operators of these properties may not have utilized
827
+ similar practices, and hydrocarbons or other wastes may have been disposed of
828
+ or released on or under the properties owned or leased by the Company or on or
829
+ under locations where such wastes have been taken for disposal. These
830
+ properties and the wastes disposed thereon may be subject to the Comprehensive
831
+ Environmental Response, Compensation and Liability Act ("CERCLA"),
832
+ RCRA and analogous state laws as well as state laws governing the management of
833
+ oil and natural gas wastes. Under such laws, the Company could be required to
834
+ remove or remediate previously disposed wastes (including wastes disposed of or
835
+ released by prior owners or operators) or property contamination (including
836
+ groundwater contamination) or to perform remedial plugging operations to
837
+ prevent future contamination.
838
+ CERCLA and similar
839
+ state laws impose liability, without regard to fault or the legality of the
840
+ original conduct, on certain classes of persons that are considered to have
841
+ contributed to the release of a "hazardous substance" into the
842
+ environment. These persons include the owner or operator of the disposal site
843
+ or sites where the release occurred and companies that disposed of or arranged
844
+ for the disposal of the hazardous substances found at the site. Persons who are
845
+ or were responsible for release of hazardous substances under CERCLA may be
846
+ subject to joint and several liability for the costs of cleaning up the
847
+ hazardous substances that have been released into the environment and for
848
+ damages to natural resources, and it is not uncommon for neighboring landowners
849
+ and other third parties to file claims for personal injury and property damage
850
+ allegedly caused by the hazardous substances released into the environment.
851
+ The Company's
852
+ operations may be subject to the Clean Air Act ("CAA") and comparable
853
+ state and local requirements. Amendments to the CAA were adopted in 1990 and
854
+ contain provisions that may result in the gradual imposition of certain
855
+ pollution control requirements with respect to air emissions from the
856
+ operations of the Company. The EPA and states have been developing regulations
857
+ to implement these requirements. The Company may be required to incur certain
858
+ capital expenditures in the next several years for air pollution control
859
+ equipment in connection with maintaining or obtaining operating permits and
860
+ approvals addressing other air emission-related issues.
861
+ The Company's
862
+ expenses relating to preserving the environment during 2004 were not
863
+ significant in relation to operating costs and the Company expects no material
864
+ change in 2005. Environmental regulations have had no materially adverse effect
865
+ on the Company's operations to date, but no assurance can be given that
866
+ environmental regulations will not, in the future, result in a curtailment of
867
+ production or otherwise have a materially adverse effect on the Company's
868
+ business, financial condition or results of operations.
869
+ Operating Hazards and Insurance
870
+ The Company's
871
+ exploration and production operations include a variety of operating risks,
872
+ including the risk of fire, explosions, blowouts, cratering, pipe failure,
873
+ casing collapse, abnormally pressured formations, and environmental hazards
874
+ such as gas leaks, ruptures and discharges of toxic gas, the occurrence of any
875
+ of which could result in substantial losses to the Company due to injury and
876
+ loss of life, severe damage to and destruction of property, natural resources
877
+ and equipment, pollution and other environmental damage, clean‑up
878
+ responsibilities, regulatory investigation and penalties and suspension of
879
+ operations. The Company's pipeline, gathering and distribution operations are
880
+ subject to the many hazards inherent in the natural gas industry. These hazards
881
+ include damage to wells, pipelines and other related equipment, and surrounding
882
+ properties caused by hurricanes, floods, fires and other acts of God,
883
+ inadvertent damage from construction equipment, leakage of natural gas and
884
+ other hydrocarbons, fires and explosions and other hazards that could also
885
+ result in personal injury and loss of life, pollution and suspension of
886
+ operations.
887
+ Any significant
888
+ problems related to its facilities could adversely affect the Company's ability
889
+ to conduct its operations. In accordance with customary industry practice, the
890
+ Company maintains insurance against some, but not all, potential risks;
891
+ however, there can be no assurance that such insurance will be adequate to
892
+ cover any losses or exposure for liability. The occurrence of a significant
893
+ event not fully insured against could materially adversely affect the Company's
894
+ operations and financial condition. The Company cannot predict whether
895
+ insurance will continue to be available at premium levels that justify its
896
+ purchase or whether insurance will be available at all.
897
+ Competition
898
+ The Company's management believes that its exploration,
899
+ drilling and production capabilities and the experience of its management and
900
+ professional staff generally enable it to compete effectively. The Company
901
+ encounters competition from numerous other oil and natural gas companies,
902
+ drilling and income programs and partnerships in all areas of its operations,
903
+ including drilling and marketing natural gas and obtaining desirable natural
904
+ gas leases. Many of these competitors possess larger staffs and greater
905
+ financial resources than the Company, which may enable them to identify and
906
+ acquire desirable producing properties and drilling prospects more
907
+ economically. The Company's ability to explore for oil and natural gas
908
+ prospects and to acquire additional properties in the future depends upon its
909
+ ability to conduct its operations, to evaluate and select suitable properties
910
+ and to consummate transactions in this highly competitive environment. The
911
+ Company competes with a number of other companies that offer interests in
912
+ drilling partnerships with a wide range of investment objectives and program
913
+ structures. Competition for investment capital for both public and private
914
+ drilling programs is intense. The Company also faces intense competition in the
915
+ marketing of natural gas from competitors including other producers as well as
916
+ marketing companies. Also, international developments and the possible improved
917
+ economics of domestic natural gas exploration may influence other companies to
918
+ increase their domestic oil and natural gas exploration. Furthermore,
919
+ competition among companies for favorable prospects can be expected to
920
+ continue, and it is anticipated that the cost of acquiring properties may
921
+ increase in the future. During 2004 the industry experienced increased demand
922
+ for drilling services and supplies. This is resulting in increasing costs, and
923
+ in some cases the demand for supplies and services exceeds the available
924
+ supplies. This can result in higher well costs and delays in the execution of
925
+ planned drilling operations. Factors affecting competition in the oil and natural
926
+ gas industry include price, location, availability, quality and volumes
927
+ produced. The Company's management believes that it can compete effectively in
928
+ the oil and natural gas industry on each of the foregoing factors.
929
+ Nevertheless, the Company's business, financial condition or results of
930
+ operations could be materially adversely affected by competition.
931
+ Employees
932
+ As of December 31,
933
+ 2004, the Company had 120 employees, including 17 in finance and data
934
+ processing, 8 in administration, 12 in exploration and development, 78 in
935
+ production and 5 in natural gas marketing. The Company's engineers, supervisors
936
+ and well tenders are responsible for the day-to-day operation of wells and
937
+ pipeline systems. In addition, the Company retains subcontractors to perform
938
+ drilling, fracturing, logging, and pipeline construction functions at drilling
939
+ sites. The Company's employees act as supervisors of the subcontractors.
940
+ The Company's
941
+ employees are not covered by a collective bargaining agreement. The Company
942
+ considers relations with its employees to be excellent.
943
+ Risks Related to the Oil and Natural Gas
944
+ Industry and the Company
945
+ Oil and natural
946
+ gas prices fluctuate unpredictably and a decline in oil and natural gas prices
947
+ can significantly affect the Company's financial results and impede its growth.
948
+ The
949
+ Company's revenue, profitability and cash flow depend in large part upon the
950
+ prices and demand for oil and natural gas. The markets for these commodities
951
+ are very volatile and even relatively modest drops in prices can significantly
952
+ affect the Company's financial results and impede its growth. Changes in oil
953
+ and natural gas prices have a significant impact on the value of the Company's
954
+ reserves and on its cash flow. Prices for oil and natural gas may fluctuate
955
+ widely in response to relatively minor changes in the supply of and demand for
956
+ oil and natural gas, market uncertainty and a variety of additional factors
957
+ that are beyond the Company's control, including national and international
958
+ economic and political factors and federal and state legislation.
959
+ Lower oil and natural gas prices may not
960
+ only decrease the Company's revenues , but also may reduce the amount of oil
961
+ and natural gas that the Company can produce economically. This may result in
962
+ the Company having to make substantial downward adjustments to its estimated
963
+ proved reserves. If this occurs or if the Company's estimates of development
964
+ costs increase, production data factors change or the Company's exploration
965
+ results deteriorate, successful efforts accounting rules may require us to
966
+ write down, as a non-cash charge to earnings, the carrying value of our oil and
967
+ natural gas properties for impairments. The
968
+ Company assesses impairment of capitalized costs of proved oil and gas
969
+ properties by comparing net capitalized costs to estimated undiscounted future
970
+ net cash flows on a field-by-field basis using expected prices. Prices utilized
971
+ in each year's calculation for measurement purposes and expected costs are held
972
+ constant throughout the estimated life of the properties. If net capitalized
973
+ costs exceed undiscounted future net cash flows, the measurement of impairment
974
+ is based on estimated fair value which would consider future discounted cash
975
+ flows. The Company may incur impairment charges in the future, which
976
+ could have a material adverse effect on its results of operations.
977
+ The Company's
978
+ estimated oil and gas reserves are based on many assumptions that may turn out
979
+ to be inaccurate. Any material inaccuracies in these reserve estimates or
980
+ underlying assumptions will materially affect the quantities and present value
981
+ of the Company's reserves.
982
+ No
983
+ one can measure underground accumulations of oil and natural gas in an exact
984
+ way. Oil and natural gas reserve engineering requires subjective estimates of
985
+ underground accumulations of oil and natural gas and assumptions concerning
986
+ future oil and natural gas prices, production levels, and operating and
987
+ development costs. As a result, estimated quantities of proved reserves and
988
+ projections of future production rates and the timing of development
989
+ expenditures may be inaccurate. The Company's estimates of oil and gas reserves
990
+ are prepared by Wright & Company (Wright), independent petroleum engineers,
991
+ using pricing, production, cost, tax and other information provided by the
992
+ Company. Over time, Wright may make material changes to reserve estimates
993
+ taking into account the results of actual drilling, testing, and production. Also,
994
+ Wright makes certain assumptions regarding future oil and natural gas prices,
995
+ production levels, and operating and development costs that may prove
996
+ incorrect. Any significant variance from these assumptions to actual figures
997
+ could greatly affect the estimates of reserves, the economically recoverable
998
+ quantities of oil and natural gas attributable to any particular group of
999
+ properties, the classifications of reserves based on risk of recovery, and
1000
+ estimates of the future net cash flows. Some of our reserve estimates are made
1001
+ without the benefit of a lengthy production history, which renders these
1002
+ reserve estimates less reliable than estimates based on a lengthy production
1003
+ history. Numerous changes over time to the assumptions on which the reserve
1004
+ estimates are based, as described above, often result in the actual quantities
1005
+ of oil and gas recovered being different from earlier reserve estimates.
1006
+ The
1007
+ present value of future net cash flows from the proved reserves is not
1008
+ necessarily the same as the current market value of the estimated oil and
1009
+ natural gas reserves (the Securities and Exchange Commission requires the use
1010
+ of year end prices). The estimated discounted future net cash flows from proved
1011
+ reserves are based on prices and costs in effect on the day of estimate.
1012
+ However, actual future net cash flows from our oil and natural gas properties
1013
+ also will be affected by factors such as actual prices we receive for oil and
1014
+ natural gas, the amount and timing of actual production, supply of and demand
1015
+ for oil and natural gas, and changes in governmental regulations or taxation.
1016
+ The
1017
+ timing of both our production and our incurrence of expenses in connection with
1018
+ the development and production of oil and natural gas properties will affect
1019
+ the timing of actual future net cash flows from proved reserves, and thus their
1020
+ actual present value. In addition, the 10% discount factor we use when
1021
+ calculating discounted future net cash flows may not be the most appropriate
1022
+ discount factor based on interest rates in effect from time to time and risks
1023
+ associated with us or the oil and natural gas industry in general.
1024
+ Unless oil and
1025
+ natural gas reserves are replaced as they are produced, the Company's reserves
1026
+ and production will decline, which would adversely affect the Company's
1027
+ business, financial condition and results of operations.
1028
+ Producing
1029
+ oil and natural gas reservoirs generally are characterized by declining
1030
+ production rates that vary depending upon reservoir characteristics and other
1031
+ factors. The rate of decline will change if production from existing wells
1032
+ declines in a different manner than we have estimated and can change due to
1033
+ other circumstances.Thus, the Company's future oil and natural gas reserves and
1034
+ production and, therefore, its cash flow and income are highly dependent on
1035
+ efficiently developing and exploiting the Company's current reserves and
1036
+ economically finding or acquiring additional recoverable reserves. The Company
1037
+ may not be able to develop, discover or acquire additional reserves to replace
1038
+ our current and future production at acceptable costs.
1039
+ Prospects
1040
+ drilled by the Company may not yield natural gas or oil in commercially viable
1041
+ quantities.
1042
+ A
1043
+ prospect is a property on which the Company's geologists have identified what
1044
+ they believe, based on available information, to be indications of natural gas
1045
+ or oil bearing rocks. However, the use of available data and other technologies
1046
+ and the study of producing fields in the same area will not enable the
1047
+ geologists to know conclusively prior to drilling and testing whether natural
1048
+ gas or oil will be present or, if present, whether natural gas or oil will be
1049
+ present in sufficient quantities to repay drilling or completion costs and generate
1050
+ a profit. If a well is determined to be dry or uneconomic, which can occur even
1051
+ though it contains some oil or gas reserves, it is classified as a dry hole and
1052
+ must be plugged and abandoned in accordance with applicable regulations. This
1053
+ generally results in the loss of the entire cost of drilling and completion to
1054
+ that point, the cost of plugging, and lease costs associated with the
1055
+ prospect. Even wells that are completed and placed into production may not
1056
+ produce sufficient oil and gas to be profitable. If the Company drills a dry
1057
+ hole or non-profitable well on current and future prospects, the profitability
1058
+ of its operations will decline and the value of the Company will be reduced. In
1059
+ sum, the cost of drilling, completing and operating any well is often uncertain
1060
+ and new wells may not be productive.
1061
+ The Company may
1062
+ not be able to identify enough attractive prospects on a timely basis to meet
1063
+ its own development needs and those of the partnerships it forms for investors,
1064
+ which could limit the Company's development opportunities and/or force it to
1065
+ reduce the partnership activity.
1066
+ Our
1067
+ geologists have identified a number of potential drilling locations on our
1068
+ existing acreage. These drilling locations must be replaced as they are drilled
1069
+ for the Company to continue to grow its reserves and production, and for it to
1070
+ be able to continue its partnership drilling activities. The Company's ability
1071
+ to identify and acquire new drilling locations depends on a number of
1072
+ uncertainties, including the availability of capital, regulatory approvals, oil
1073
+ and natural gas prices, competition, costs, drilling results, and the ability
1074
+ of the Company's geologists to successfully identify potentially successful new
1075
+ areas to develop. Because of these uncertainties, The Company's profitability
1076
+ and growth opportunities may be limited by the timely availability of new
1077
+ drilling locations, and it could be forced to terminate or curtail its
1078
+ partnership activities because of a lack of suitable prospects for the
1079
+ partnerships.
1080
+ Drilling for
1081
+ and producing oil and natural gas are high risk activities with many
1082
+ uncertainties that could adversely affect the Company's business, financial
1083
+ condition and results of operations.
1084
+ Drilling
1085
+ activities are subject to many risks, including the risk that wells will not
1086
+ discover commercially productive reservoirs. Drilling for oil and natural gas
1087
+ can be unprofitable, not only from dry holes, but from productive wells that do
1088
+ not produce sufficient revenues to return a profit. In addition, drilling and
1089
+ producing operations may be curtailed, delayed or canceled as a result of other
1090
+ factors, including unusual or unexpected geological formations, pressures,
1091
+ fires, blowouts, loss of drilling fluid circulation, title problems, facility
1092
+ or equipment malfunctions, unexpected operational events, shortages or delivery
1093
+ delays of equipment and services, compliance with environmental and other
1094
+ governmental requirements, and adverse weather conditions.
1095
+ Any of these risks can cause substantial
1096
+ losses, including personal injury or loss of life, damage to or destruction of
1097
+ property, natural resources and equipment, pollution, environmental
1098
+ contamination or loss of wells and regulatory penalties. The Company maintains
1099
+ insurance against various losses and liabilities arising from operations;
1100
+ however, insurance against all operational risks is not available.
1101
+ Additionally, the Company management may elect not to obtain insurance if the
1102
+ cost of available insurance is excessive relative to the perceived risks
1103
+ presented. Thus, losses could occur for uninsurable or uninsured risks or in
1104
+ amounts in excess of existing insurance coverage. The occurrence of an event
1105
+ that is not fully covered by insurance could have a material adverse impact on
1106
+ the Company's business activities, financial condition and results of
1107
+ operations.
1108
+ Increased
1109
+ drilling activity, particularly in the Rocky Mountain Region, may create a
1110
+ shortage of drilling rigs, service providers, or materials forcing the Company
1111
+ to curtail its drilling operations for itself and its partnerships thereby
1112
+ reducing revenue and profits from new oil and gas wells and from the Company's
1113
+ drilling and completion activities.
1114
+ With high levels of oil and gas prices
1115
+ many oil and gas companies have increased their levels of drilling and
1116
+ completing new wells and reworking old wells. At the same time there is a
1117
+ limited supply of drilling rigs, completion equipment and qualified personnel
1118
+ to provide the services necessary to drill, complete and rework new wells. In
1119
+ particular, the Rocky Mountain Region has seen a great increase in activity
1120
+ over the past few years. If the demand for these goods and services continues
1121
+ to increase shortages may develop, which could result in increased prices for
1122
+ these goods and services or the Company's inability to complete all of the drilling
1123
+ it has planned. This could result in decreased profitability for the Company
1124
+ and the temporary or permanent loss of part or all of its partnership drilling
1125
+ activity.
1126
+ The
1127
+ Company's drilling and development segment receives virtually all of its
1128
+ revenue from the publicly registered partnerships it sponsors, and a reduction
1129
+ or loss of that business could reduce or eliminate the revenue and profits
1130
+ associated with those activities.
1131
+ The Company's drilling activities are
1132
+ dependent upon the capital raised by the Company as sponsor of SEC registered
1133
+ limited partnerships. The Company sells oil and natural gas partnerships
1134
+ through a network of non-affiliated NASD broker dealers. The largest of those
1135
+ broker dealers sold about 11% of the partnership units in 2004. Investors in
1136
+ the partnerships are interested in the tax deductions generated by the
1137
+ intangible drilling costs and the cash flow generated by the partnerships. If
1138
+ the tax laws were changed to reduce or eliminate the tax advantages, if the
1139
+ cash flow from the partnerships were to decline due to weak wells or lower
1140
+ energy prices, or if the brokers decide to stop offering our partnerships for
1141
+ some other reason, the sales of the partnership units would decline, reducing
1142
+ or eliminating the revenue and profits associated with the drilling and completion
1143
+ business segment.
1144
+ Under the
1145
+ Successful Efforts accounting method used by the Company unsuccessful
1146
+ exploratory wells must be expensed in the period when they are determined to be
1147
+ non-productive which results in a reduction of net income and could have a
1148
+ negative impact on the Company's stock price.
1149
+ The
1150
+ Company plans to increase its exploratory drilling in 2005 in order to identify
1151
+ additional opportunities for future development. However the cost of
1152
+ unsuccessful exploratory wells must be charged to expense in the period when
1153
+ they are determined to be unsuccessful under the successful efforts method of
1154
+ accounting used by the Company. In addition lease costs for acreage condemned
1155
+ by the unsuccessful well must also be expensed. In contrast unsuccessful development
1156
+ wells are capitalized as a part of the investment in the field where they are
1157
+ located. Because exploratory wells generally are more likely to be
1158
+ unsuccessful than development wells the Company anticipates that some or all of
1159
+ its exploratory wells may not be productive. The costs of such unsuccessful
1160
+ wells could result in a significant reduction in the Company's profitability in
1161
+ periods when they are required to be expensed, which could have an adverse
1162
+ effect on the Company's stock price. In addition unsuccessful wells will not
1163
+ add to the Company's reserves or production.
1164
+ Rising
1165
+ finding and development costs may impair our profitability.
1166
+ In order to continue to grow and maintain
1167
+ its profitability, the Company must annually add new reserves exceeding its
1168
+ yearly production at a finding and development cost that yields an acceptable
1169
+ operating margin and depreciation, depletion and amortization rate. Without
1170
+ cost effective exploration, development or acquisition activities, production,
1171
+ reserves and profitability will decline over time. Given the relative maturity
1172
+ of most gas basins in North America the cost of finding new reserves through
1173
+ exploration and development operations has been increasing. The acquisition
1174
+ market for natural gas properties has become extremely competitive among
1175
+ producers for additional production and expanded drilling opportunities in North America. Acquisition values climbed toward historic highs during 2004 on a per unit
1176
+ basis, particularly in the Rocky Mountain region, and the Company believes
1177
+ these values may continue to increase in 2005. This increase in finding and
1178
+ development costs is resulting in higher depreciation, depletion and
1179
+ amortization rates. If the upward trend in finding and development costs
1180
+ continues, the Company will be exposed to an increased likelihood of a
1181
+ writedown in carrying value of its natural gas and oil properties in response
1182
+ to falling prices, which would impair its profitability.
1183
+ The Company's
1184
+ development and exploration operations require substantial capital and it may
1185
+ be unable to obtain needed capital or financing on satisfactory terms, which
1186
+ could lead to a loss of properties and a decline in our natural gas and oil
1187
+ reserves and production.
1188
+ The
1189
+ oil and natural gas industry is capital intensive. The Company makes and
1190
+ expects to continue to make substantial capital expenditures in its business
1191
+ and operations for the exploration for and development, production and
1192
+ acquisition of oil and natural gas reserves. To date, the Company has financed capital
1193
+ expenditures primarily with cash generated by operations and proceeds from bank
1194
+ borrowings. Currently the Company intends to finance its capital expenditures
1195
+ with cash flows from operations and its existing financing arrangements. Cash
1196
+ flows from operations and access to capital are subject to a number of
1197
+ variables, including the Company's proved reserves, the level of oil and
1198
+ natural gas the Company is able to produce from existing wells, the prices at
1199
+ which oil and natural gas are sold, and the Company's ability to acquire,
1200
+ locate and produce new reserves.
1201
+ If
1202
+ the Company's revenues or the borrowing base under its revolving credit
1203
+ facility decrease as a result of lower oil and natural gas prices, operating
1204
+ difficulties, declines in reserves or for any other reason, it may have limited
1205
+ ability to obtain the capital necessary to sustain its operations at planned
1206
+ levels.
1207
+ If
1208
+ additional capital is needed, the Company may not be able to obtain debt or
1209
+ equity financing on favorable terms, or at all. If cash generated by operations
1210
+ or available under our revolving credit facility is not sufficient to meet our
1211
+ capital requirements, the failure to obtain additional financing could result
1212
+ in a curtailment of our operations relating to exploration and development of
1213
+ our prospects, which in turn could lead to a possible loss of properties and a
1214
+ decline in our natural gas and oil reserves.
1215
+ The Company's
1216
+ credit facility and other debt financing have substantial restrictions and
1217
+ financial covenants and the Company may have difficulty obtaining additional
1218
+ credit, which could adversely affect our operations.
1219
+ The
1220
+ Company will depend on its revolving credit facility for future capital needs.
1221
+ The revolving credit facility restricts our ability to obtain additional
1222
+ financing, make investments, lease equipment, sell assets and engage in
1223
+ business combinations. We also are required to comply with certain financial
1224
+ covenants and ratios. Our ability to comply with these restrictions and
1225
+ covenants in the future is uncertain and will be affected by the levels of cash
1226
+ flows from our operations and events or circumstances beyond our control. Our
1227
+ failure to comply with any of the restrictions and covenants under the
1228
+ revolving credit facility or other debt financing could result in a default
1229
+ under those facilities, which could cause all of our existing indebtedness to
1230
+ be immediately due and payable.
1231
+ The
1232
+ revolving credit facility limits the amounts we can borrow to a borrowing base
1233
+ amount, determined by the lenders in their sole discretion, based upon
1234
+ projected revenues from the oil and natural gas properties securing our loan.
1235
+ The lenders can unilaterally adjust the borrowing base and the borrowings
1236
+ permitted to be outstanding under the revolving credit facility. Outstanding
1237
+ borrowings in excess of the borrowing base must be repaid immediately, or we
1238
+ must pledge other oil and natural gas properties as additional collateral. We
1239
+ do not currently have any substantial unpledged properties, and we may not have
1240
+ the financial resources in the future to make any mandatory principal
1241
+ prepayments required under the revolving credit facility.
1242
+ A substantial
1243
+ part of the Company's producing properties are located in the Rocky Mountains,
1244
+ making it vulnerable to risks associated with operating in one major geographic
1245
+ area.
1246
+ The
1247
+ Company's operations are becoming increasingly focused on the Rocky Mountain
1248
+ region, which means its producing properties and new drilling opportunities are
1249
+ geographically concentrated in that area. As a result, the Company, the success
1250
+ of its operations, and its profitability may be disproportionately exposed to
1251
+ the impact of delays or interruptions of production from existing or planned
1252
+ new wells by significant governmental regulation, transportation capacity
1253
+ constraints, curtailment of production, interruption of transportation, or
1254
+ fluctuations in prices of oil and natural gas produced from the wells in the
1255
+ region.
1256
+ Seasonal
1257
+ weather conditions and lease stipulations adversely affect the Company's
1258
+ ability to conduct drilling activities in some of the areas where we operate.
1259
+ Oil
1260
+ and natural gas operations in the Rocky Mountains are adversely affected by
1261
+ seasonal weather conditions and lease stipulations designed to protect various
1262
+ wildlife. In certain areas, including parts of the Sand Wash and Piceance Basins, drilling and other oil and natural gas activities are restricted or
1263
+ prohibited by lease stipulations, or prevented by weather conditions, for up to
1264
+ 6 months out of the year. This limits operations in those areas and can intensify
1265
+ competition during those months for drilling rigs, oil field equipment,
1266
+ services, supplies and qualified personnel, which may lead to periodic
1267
+ shortages. These constraints and the resulting shortages or high costs could
1268
+ delay operations and materially increase operating and capital costs and
1269
+ therefore adversely affect profitability.
1270
+ Properties that
1271
+ the Company buys may not produce as projected and the Company may be unable to
1272
+ determine reserve potential, identify liabilities associated with the properties
1273
+ or obtain protection from sellers against them.
1274
+ One
1275
+ of the Company's growth strategies is to acquire producing oil and natural gas
1276
+ reserves in its areas of operations and in new areas to help establish a base
1277
+ of operations for further development. However, reviews of potential
1278
+ acquisitions are inherently incomplete because it generally is not feasible to
1279
+ review in depth every individual property. Ordinarily, the Company focuses
1280
+ review efforts on the higher value properties and will sample the remainder.
1281
+ However, even a detailed review of records and properties may not necessarily
1282
+ reveal existing or potential problems, nor will it permit a buyer to become
1283
+ sufficiently familiar with the properties to assess fully their deficiencies
1284
+ and potential. Inspections may not always be performed on every well, and
1285
+ environmental problems, such as ground water contamination, are not necessarily
1286
+ observable or detectable even when an inspection is undertaken. Even when
1287
+ problems are identified, the Company may choose to assume certain environmental
1288
+ and other risks and liabilities in connection with acquired properties.
1289
+ We have limited
1290
+ control over activities on properties we do not operate, which could reduce our
1291
+ production and revenues.
1292
+ The
1293
+ Company operates most of the wells in which it owns an interest. However it
1294
+ also participates in some cases through joint operating agreements under which
1295
+ it owns partial interests in oil and natural gas properties. If the Company
1296
+ does not operate the properties in which it owns an interest, it does not have
1297
+ control over normal operating procedures, expenditures or future development of
1298
+ underlying properties. The failure of an operator to adequately perform
1299
+ operations, or an operator's breach of the applicable agreements, could reduce
1300
+ production and revenues. The success and timing of drilling and development
1301
+ activities on properties operated by others therefore depends upon a number of
1302
+ factors outside of the Company's control, including the operator's timing and
1303
+ amount of capital expenditures, expertise and financial resources, inclusion of
1304
+ other participants in drilling wells, and use of technology.
1305
+ Market
1306
+ conditions or operational impediments hinder access to oil and natural gas
1307
+ markets or delay production.
1308
+ Market
1309
+ conditions or the unavailability of satisfactory oil and natural gas
1310
+ transportation arrangements may hinder access to oil and natural gas markets or
1311
+ delay production. The availability of a ready market for oil and natural gas
1312
+ production depends on a number of factors, including the demand for and supply
1313
+ of oil and natural gas and the proximity of reserves to pipelines and terminal
1314
+ facilities. The Company's ability to market its production depends in
1315
+ substantial part on the availability and capacity of gathering systems, pipelines
1316
+ and processing facilities owned and operated by third parties. Failure to
1317
+ obtain such services on acceptable terms could materially harm the Company's
1318
+ business. We may be required to shut in wells for a lack of a market or because
1319
+ of inadequacy or unavailability of natural gas pipeline, gathering system
1320
+ capacity or processing facilities. If that were to occur, the Company would be
1321
+ unable to realize revenue from those wells until production arrangements were
1322
+ made to deliver the production to market.
1323
+ Our hedging
1324
+ activities could result in financial losses or could reduce our income.
1325
+ To
1326
+ achieve a more predictable cash flow, to reduce exposure to adverse
1327
+ fluctuations in the prices of oil and natural gas and to allow our gas
1328
+ marketing company to offer pricing options to gas sellers and purchasers, the
1329
+ Company uses hedging arrangements for a portion of its oil and natural gas
1330
+ production from its own wells, and for gas purchases and sales by its marketing
1331
+ subsidiary. Hedging arrangements expose the Company to the risk of financial
1332
+ loss in some circumstances, including when production, purchases or sales are
1333
+ different than expected, the counter-party to the hedging contract defaults on
1334
+ its contract obligations, or when there is a change in the expected differential
1335
+ between the underlying price in the hedging agreement and actual prices
1336
+ received. In addition, hedging arrangements may limit the benefit from
1337
+ changes in the prices for oil and natural gas and may require the use of
1338
+ Company resources to meet cash margin requirements.
1339
+ The inability
1340
+ of one or more of our customers to meet their obligations may adversely affect
1341
+ our financial results.
1342
+ Substantially
1343
+ all of our accounts receivable result from oil and natural gas sales or joint
1344
+ interest billings to third parties in the energy industry. This concentration
1345
+ of customers and joint interest owners may impact the Company's overall credit
1346
+ risk in that these entities may be similarly affected by changes in economic
1347
+ and other conditions. In addition, the Company's oil and natural gas hedging
1348
+ arrangements as well as the hedging arrangements of its marketing subsidiary
1349
+ expose the Company to credit risk in the event of nonperformance by
1350
+ counterparties.
1351
+ The Company
1352
+ depends on a limited number of key personnel who would be difficult to replace.
1353
+ The Company depends on the performance of
1354
+ our executive officers and other key employees. The loss of any member of
1355
+ senior management or other key employees could negatively impact the Company's
1356
+ ability to execute its strategy. The Company does not maintain key person life
1357
+ insurance policies on any of its employees.
1358
+ Competition in
1359
+ the oil and natural gas industry is intense, which may adversely affect the
1360
+ Company's ability to succeed.
1361
+ The
1362
+ oil and natural gas industry is intensely competitive, and the Company competes
1363
+ with other companies that have greater resources. Many of these companies not
1364
+ only explore for and produce oil and natural gas, but also carry on refining
1365
+ operations and market petroleum and other products on a regional, national or
1366
+ worldwide basis. These companies may be able to pay more for productive oil and
1367
+ natural gas properties and exploratory prospects or define, evaluate, bid for
1368
+ and purchase a greater number of properties and prospects than our financial or
1369
+ human resources permit. In addition, these companies may have a greater ability
1370
+ to continue exploration activities during periods of low oil and natural gas
1371
+ market prices. Larger competitors may be able to absorb the burden of present
1372
+ and future federal, state, local and other laws and regulations more easily
1373
+ than the Company can, which would adversely affect the Company's competitive
1374
+ position. The Company's ability to acquire additional properties and to
1375
+ discover reserves in the future will be dependent upon its ability to evaluate
1376
+ and select suitable properties and to consummate transactions in a highly
1377
+ competitive environment. In addition, because of the many companies in our
1378
+ industry have greater financial and human resources, the Company may be at a disadvantage
1379
+ in bidding for exploratory prospects and producing oil and natural gas
1380
+ properties. These factors could adversely affect the success of the Company's
1381
+ operations and its profitability.
1382
+ The Company is
1383
+ subject to complex federal, state, local and other laws and regulations that
1384
+ could adversely affect the cost, manner or feasibility of doing business.
1385
+ The
1386
+ Company's exploration, development, production and marketing operations are
1387
+ regulated extensively at the federal, state and local levels. Environmental and
1388
+ other governmental laws and regulations have increased the costs to plan,
1389
+ design, drill, install, operate and abandon oil and natural gas wells. Under
1390
+ these laws and regulations, the Company could also be liable for personal
1391
+ injuries, property damage and other damages. Failure to comply with these laws
1392
+ and regulations may result in the suspension or termination of operations and
1393
+ subject the Company to administrative, civil and criminal penalties. Moreover,
1394
+ public interest in environmental protection has increased in recent years, and
1395
+ environmental organizations have opposed, with some success, certain drilling
1396
+ projects.
1397
+ Part of the regulatory environment
1398
+ includes, in some cases, federal requirements for obtaining environmental
1399
+ assessments, environmental impact studies and/or plans of development before
1400
+ commencing exploration and production activities. In addition, the Company's
1401
+ activities are subject to the regulation by oil and natural gas-producing
1402
+ states of conservation practices and protection of correlative rights. These
1403
+ regulations affect operations and limit the quantity of oil and natural gas
1404
+ that can be produced and sold. A major risk inherent in our drilling plans is
1405
+ the need to obtain drilling permits from state and local authorities. Delays in
1406
+ obtaining regulatory approvals, drilling permits, the failure to obtain a
1407
+ drilling permit for a well or the receipt of a permit with unreasonable
1408
+ conditions or costs could have a material adverse effect on the Company's
1409
+ ability to explore on or develop its properties. Additionally, the oil and
1410
+ natural gas regulatory environment could change in ways that might
1411
+ substantially increase the financial and managerial costs to comply with the
1412
+ requirements of these laws and regulations and, consequently, adversely affect
1413
+ profitability. Furthermore, the Company may be put at a competitive
1414
+ disadvantage to larger companies in the industry who can spread these
1415
+ additional costs over a greater number of wells and larger operating staff. See
1416
+ "Business - Governmental Regulation - Regulation of Oil and Natural Gas
1417
+ Exploration and Production" and "Business - Governmental Regulation -
1418
+ Environmental Regulations" for a description of the laws and regulations that
1419
+ affect us.
raw/filings/0000077877/2004/0000077877-05-000019/item13.txt ADDED
@@ -0,0 +1,8 @@
 
 
 
 
 
 
 
 
 
1
+ Item 13. Certain Relationships and Related
2
+ Transactions
3
+ The response to this
4
+ item is set forth herein in Note 8 in the Notes to Consolidated Financial
5
+ Statements and under "Election of Directors - Interest of Management in
6
+ Certain Transactions," in the Company's definitive proxy statement for its
7
+ 2005 annual meeting of stockholders filed or to be filed with the Commission on
8
+ or before April 30, 2005, which we incorporate by reference.
raw/filings/0000077877/2004/0000077877-05-000019/item9a.txt ADDED
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raw/filings/0000077877/2004/0000077877-05-000019/rp_note.txt ADDED
File without changes
raw/filings/0000077877/2004/0000077877-05-000019/rpt_disclosure.txt ADDED
@@ -0,0 +1,8 @@
 
 
 
 
 
 
 
 
 
1
+ Item 13. Certain Relationships and Related
2
+ Transactions
3
+ The response to this
4
+ item is set forth herein in Note 8 in the Notes to Consolidated Financial
5
+ Statements and under "Election of Directors - Interest of Management in
6
+ Certain Transactions," in the Company's definitive proxy statement for its
7
+ 2005 annual meeting of stockholders filed or to be filed with the Commission on
8
+ or before April 30, 2005, which we incorporate by reference.
raw/filings/0000077877/2005/0000077877-06-000037/filing.txt ADDED
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raw/filings/0000077877/2005/0000077877-06-000037/filing_metadata.csv ADDED
@@ -0,0 +1,2 @@
 
 
 
1
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1
+ Item 1. Business
2
+ Petroleum
3
+ Development Corporation is an independent energy company engaged primarily in
4
+ the development, production and marketing of natural gas and oil. Since it
5
+ began oil and gas operations in 1969, the Company has grown primarily through
6
+ drilling and development activities, the acquisition of producing natural gas
7
+ and oil wells and the expansion of its natural gas marketing activities. As of December 31, 2005, the Company operates approximately 2,800 wells located in the
8
+ Appalachian Basin, Michigan, and the Rocky Mountain Region, with gross proved
9
+ reserves of 708 billion cubic feet equivalent of natural gas ("Bcfe", based on
10
+ one barrel of oil equals 6 thousand cubic feet equivalent of natural gas
11
+ ("Mcfe")) of which the Company's share is 275 Bcfe. The Company's share of
12
+ production for the fourth quarter of 2005 averaged 38,800 Mcfe per day.
13
+ See Glossary of
14
+ Terms used in this Form 10-K on Page 61.
15
+ Business Segments
16
+ The Company's
17
+ operations are divided into four segments for management and reporting
18
+ purposes. (See Note 20).
19
+ Drilling and Development
20
+ The Company drills
21
+ wells not only for itself, but also for other investor partners. When the
22
+ Company drills wells for others it earns profit above the cost of the wells.
23
+ The Drilling and Development segment records the payments received from others
24
+ as revenue and the related costs as expenses.
25
+ Since 1984, the
26
+ Company has sponsored limited partnerships formed to engage in drilling
27
+ operations. The Company typically purchases a 20% to 30% ownership working interest
28
+ in these drilling limited partnerships. In 2005, the Company, through two public
29
+ and one private drilling partnership, raised $116 million making it one of the
30
+ largest sponsors of public oil and gas partnership programs in the United State s as it has been for the last several years. With the partnerships as a
31
+ drilling partner, the Company has been able to expand its drilling
32
+ opportunities, reduce its drilling risk through greater diversification, and to
33
+ share the costs of the infrastructure necessary to support such activities.
34
+ 2
35
+ Natural Gas Marketing
36
+ The Company's
37
+ wholly-owned subsidiary, Riley Natural Gas (RNG), purchases, aggregates and
38
+ resells natural gas developed by the Company and other producers. This allows
39
+ the Company to diversify its operations beyond natural gas drilling and
40
+ production. RNG has established relationships with many of the natural gas
41
+ producers in the Appalachian Basin and has significant expertise in the natural
42
+ gas end‑user market. In addition, RNG has extensive experience in the use
43
+ of economic hedging and derivative strategies, which the Company utilizes to
44
+ help manage the financial impact on the Company and its Partnerships of changes
45
+ in the price of natural gas and oil. RNG also manages the marketing of oil and
46
+ gas for the Company's wells outside the Appalachian Basin, but does not market
47
+ gas or oil for non-affiliated producers in those areas.
48
+ Oil and Gas Sales
49
+ Revenue from the
50
+ sale of oil and natural gas from the Company's interest in oil and gas wells is
51
+ reported in this segment. The Company has interests in approximately 2,800 wells
52
+ ranging from a few percent to 100 percent. During 2005 approximately 12% of the
53
+ Company's production was generated by Appalachian Basin wells, 12% by Michigan Basin wells and 76% by Rocky Mountain wells. As of the end of 2005, the Company's
54
+ total proved reserves were located as follows: Appalachian Basin 14%, Michigan 9% and Rocky Mountain Region 77%. The majority of the Company's undeveloped
55
+ reserves are in the Rocky Mountain Region and the planned drilling for 2006
56
+ will be focused in that area.
57
+ Well Operations
58
+ The Company operates
59
+ almost all of the approximately 2,800 wells in which it owns an interest. When
60
+ it owns less than 100 percent of the working interest in a well, it charges the
61
+ other owners a competitive operating fee for operating the well. These
62
+ revenues and the associated costs are reflected in the Well Operations segment.
63
+ Areas of Operations
64
+ The Company's
65
+ operations are divided into three regions, the Appalachian Basin, Michigan, and
66
+ the Rocky Mountain Region. The Company has conducted operations in the Appalachian
67
+ Basin since its inception in 1969, in Michigan since 1997, and in the Rocky
68
+ Mountain Region since 1999. The Company includes its North Dakota operations in
69
+ the Rocky Mountain Region.
70
+ In all three regions
71
+ the Company has historically targeted shallow (less than 10,000 feet),
72
+ developmental natural gas reserves for development. In some areas of the Rocky
73
+ Mountain Region, Michigan and the Appalachian Basin the wells also produce oil
74
+ in conjunction with natural gas. Recently the Company has begun to drill to
75
+ progressively deeper targets in the Rocky Mountain Region. In particular it
76
+ has drilled several wells with depths of more than 12,000 feet and horizontal
77
+ wells with a total drilled footage approaching 20,000 feet. The Company's
78
+ management believes these deeper and horizontal wells offer the possibility of
79
+ significantly greater reserves and production than shallow wells, although they
80
+ are also more expensive to drill. In addition the probability of encountering
81
+ problems when drilling a deep or horizontal well is generally greater than when
82
+ drilling a shallow well. With increasing costs for and declining availability
83
+ of proved developed drilling locations, the Company's management believes the
84
+ additional risk associated with exploratory drilling is justified by the
85
+ potential to generate additional proved locations at a significantly lower cost
86
+ than would be required to purchase proved undeveloped locations.
87
+ Business Strategy
88
+ The Company's
89
+ primary objective is to increase shareholder value by expanding its oil and
90
+ natural gas reserves, production and revenues through a strategy that includes
91
+ the following key elements:
92
+ Drill and Develop
93
+ Drilling new wells,
94
+ particularly shallow, developmental natural gas wells, has been the mainstay of
95
+ the Company's drilling program for a number of years. The Company drilled 242
96
+ wells in 2005, compared to 158 wells in 2004. In addition the Company seeks to
97
+ maximize the value of its existing wells through a program of well
98
+ recompletions and drilling in areas where attractive opportunities exist. The Company's
99
+ management believes that it will be able to drill a substantial number of new
100
+ wells on its current undeveloped leased properties. As of December 31, 2005, the Company had leases or other development rights to
101
+ 3,000 undeveloped acres in the Michigan Basin, 10,000 undeveloped acres in the
102
+ northern Appalachian Basin and 245,250 undeveloped acres in the Rocky Mountain
103
+ Region. The Company also has about 67
104
+ Wattenberg Field wells (Colorado) that it plans to recomplete in 2006, including
105
+ 43 of the new wells it has drilled since 1999 in the field.
106
+ 3
107
+ To support future
108
+ development activities the Company has conducted exploratory drilling in the
109
+ past and has continuing exploratory drilling plans in 2006. The goal of the
110
+ exploration program is to develop several significant new areas for the Company
111
+ to include in its future development drilling programs.
112
+ Acquire
113
+ The Company's
114
+ acquisition efforts are focused on producing properties that fit well within
115
+ existing operations or in areas where the Company is establishing new
116
+ operations. Preferred properties have most of their value in producing wells,
117
+ behind pipe reserves or high quality proved undeveloped locations.
118
+ Acquisitions have historically offered economies in management and
119
+ administration, and the Company's management believes that it can acquire and
120
+ manage more producing wells without incurring substantial increases in its
121
+ administrative costs.
122
+ Diversify and Focus
123
+ With operations in
124
+ the Rocky Mountains, Michigan and the Appalachian Basin, the Company has proven
125
+ its ability to grow through operations in geographically diverse areas. While
126
+ these areas provide geographic diversification, within each area the Company
127
+ has concentrated positions that lend themselves to effective development and
128
+ operation. The Company plans to conduct the majority of its drilling
129
+ activities in the Rocky Mountain Region during 2006, but will continue to seek
130
+ additional opportunities for expansion in areas where the Company's experience
131
+ and expertise can be applied successfully.
132
+ Manage Risk
133
+ The Company seeks
134
+ opportunities to reduce the risks inherent in the oil and gas industry in a
135
+ variety of ways. For a number of years an integral part of the Company's
136
+ strategy has been to concentrate on development drilling and geographical
137
+ diversification to reduce risk levels associated with natural gas and oil drilling,
138
+ production and markets. Development drilling is less risky than exploratory
139
+ drilling and is likely to generate cash returns more quickly. Development
140
+ drilling will remain the foundation of our drilling activities in 2006. However
141
+ the Company's management believes the increasing cost of high quality
142
+ development locations has made exploratory drilling more attractive.
143
+ Exploratory wells have the potential of identifying new development
144
+ opportunities at a significantly lower cost than the current cost of proven
145
+ locations. While successful exploratory efforts could add to the Company's
146
+ future drilling opportunities at favorable costs, under the successful efforts
147
+ method of accounting, exploratory dry holes are expensed at the time it is
148
+ recognized that they are unproductive. This could result in greater short term
149
+ expenses and a reduction in the near-term profitability of the Company.
150
+ To help offset the
151
+ relatively high business risk inherent in the oil and gas industry the Company
152
+ maintains a conservative financial structure. The Company's management
153
+ believes that successful natural gas marketing is essential to profitable
154
+ operations in a deregulated gas market. To further this goal, the Company
155
+ utilizes its marketing subsidiary, Riley Natural Gas (RNG), to manage the
156
+ marketing of the Company's oil and natural gas and its commodity derivatives. This
157
+ allows the Company to maintain better control over third party risk in sales
158
+ and derivative activities. The Company uses natural gas and oil derivatives to reduce
159
+ the effects of volatility of energy prices.
160
+ Available Information Posted on the Company's Website
161
+ The Company's
162
+ Internet address is www.petd.com. Electronic copies of the Company's annual report
163
+ on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K,
164
+ and amendments to those reports are available free of charge by visiting the
165
+ "Financial Information" section of www.petd.com. These reports are posted as soon as reasonably
166
+ practicable after they are electronically filed with the Securities and
167
+ Exchange Commission. Additionally, information including the Company's press
168
+ releases, current drilling program sales, Bylaws, Committee Charters, Code of
169
+ Business Conduct and Ethics, Shareholder Communication Policy, Board Nomination
170
+ Procedures and the Whistleblower and Qualified Legal Compliance Committee
171
+ Hotline is also available at the site.
172
+ Industry Overview
173
+ Natural gas is the
174
+ second largest energy source in the United States, after liquid petroleum. The
175
+ estimated 21.9 Tcf of natural gas consumed in 2005 represented approximately
176
+ 23% of the total energy used in the United States. Natural gas is consumed in
177
+ the United States as follows: 35% by industrial end-users as feedstock for
178
+ products such as plastic and fertilizer or as the energy source for producing
179
+ products such as glass; 22% and 14% by residential and commercial end-users,
180
+ respectively, for uses including heating, cooling and cooking; and 26% by
181
+ utilities for the generation of electricity; and 3% for other users. (Source U.S. Energy Information Administration)
182
+ 4
183
+ The Company's
184
+ management believes that the market for natural gas will continue to grow in
185
+ the future. Natural gas is the cleanest and most environmentally safe of the
186
+ fossil fuels. Relative to other energy sources, natural gas usage and losses
187
+ during transportation from source to destination are slight, averaging only
188
+ about 3% of the natural gas energy. The delivery of natural gas is among the
189
+ safest means of distributing energy to customers, as the natural gas
190
+ transmission system is fixed and is located underground.
191
+ The deregulation of
192
+ the natural gas industry and a favorable regulatory environment have resulted
193
+ in end-users' ability to purchase natural gas on a competitive basis from a
194
+ greater variety of sources. Increasing international demand for petroleum
195
+ combined with supply constraints drove oil prices to record high levels in 2005.
196
+ Continuing increases in world energy demand appear likely in 2006 and beyond.
197
+ This makes natural gas more competitive in domestic markets as a replacement
198
+ for oil and increases the value of domestic oil and natural gas reserves.
199
+ The Company's
200
+ management believes that the foregoing factors, together with the increased
201
+ availability of natural gas as a form of energy for residential, commercial and
202
+ industrial uses, should increase the demand for natural gas as well as create
203
+ new markets for natural gas even at prices that are high by historical
204
+ standards.
205
+ Because local
206
+ supplies of natural gas are inadequate to meet demand in sections of the
207
+ country, areas including the West Coast and the Northeast import natural gas
208
+ from producing areas via interstate natural gas pipelines. The cost of
209
+ transporting natural gas from the major producing areas to markets creates a
210
+ price advantage for production located closer to the consuming regions. Natural
211
+ gas producers in the Appalachian Basin and Michigan benefit from proximity to
212
+ the northeastern United States.
213
+ In contrast, much of
214
+ the production in the Rocky Mountains is transported significant distances to
215
+ end user markets. As a result the price received for gas in the Rocky Mountains is generally less than the price received in areas closer to the primary
216
+ consuming areas. The Rocky Mountain Region is believed to hold substantial undeveloped
217
+ natural gas resources. Recent and planned additions to pipeline capacity in
218
+ the region have made the area more attractive for development. Although gas
219
+ from the region will generally sell for less than gas in the Appalachian and
220
+ Michigan Basins, development costs may be less.
221
+ Operations
222
+ Exploration and Development Activities
223
+ The Company's
224
+ development activities focus on the identification and drilling of new
225
+ productive wells, the acquisition of existing producing wells from other
226
+ producers, and maximizing the value of the Company's current properties through
227
+ infill drilling, recompletions, and other production enhancements.
228
+ Prospect Generation
229
+ The Company's staff
230
+ of professional geologists is responsible for identifying areas with potential
231
+ for economic production of natural gas and oil. These geologists have decades
232
+ of cumulative experience evaluating prospects and drilling natural gas and oil
233
+ wells. They utilize results from logs, seismic data and other tools to evaluate
234
+ existing wells and to predict the location of economically attractive new gas
235
+ reserves. To further this process, the Company has collected and continues to
236
+ collect logs, core data, production information and other raw data available
237
+ from state and private agencies, other companies and individuals actively
238
+ drilling in the regions being evaluated. From this information the geologists
239
+ develop models of the subsurface structures and formations that are used to
240
+ predict areas with prospects for economic development.
241
+ On the basis of
242
+ these models, the geologists instruct the Company's land department to obtain
243
+ available natural gas and oil leaseholds, farmouts and other development rights
244
+ in these prospective areas. These rights are then obtained, if possible, by the
245
+ Company's land department or contract landmen under the direction of the
246
+ Company's land manager. In most cases, the Company pays a lease bonus and
247
+ annual rental payments, converting, upon initiation of production, to a royalty
248
+ on gross production revenue in return for obtaining the leases. In addition
249
+ overriding royalty payments may be made to third parties in conjunction with
250
+ the acquisition of drilling rights initially leased by others. As of December 31, 2005, the Company had leasehold rights to approximately 258,000 acres
251
+ available for development. See "Properties--Oil and Natural Gas
252
+ Leases."
253
+ 5
254
+ Drilling Activities
255
+ When prospects have
256
+ been identified and leased, the Company develops these properties by drilling
257
+ wells. In 2005, the Company drilled a total of 234 development wells of which
258
+ 232 were successfully completed as producing wells. Typically, the Company will
259
+ act as driller‑operator for these prospects, frequently selling interests
260
+ in the wells to partnerships, primarily Company‑sponsored partnerships,
261
+ and other entities that are interested in exploration or development of the
262
+ prospects. The Company retains a working interest in each well it drills.
263
+ The Company also
264
+ drilled 8 exploratory wells in 2005 and plans additional exploratory wells in
265
+ 2006. Currently the Company plans to retain most if not all of the working
266
+ interest in the exploratory wells, since the Company partnerships focus on
267
+ developmental activities and are allowed only limited participation in
268
+ exploratory drilling. Five of the exploratory wells drilled in 2005 were dry.
269
+ The associated costs of these dry holes were $11,115,100 and these costs were
270
+ expensed in 2005. See "Financing of Company Drilling and Development Activities"
271
+ And "Drilling and Development Activities Conducted for Company Sponsored
272
+ Partnerships."
273
+ Much of the work
274
+ associated with drilling, completing and connecting wells, including drilling,
275
+ fracturing, logging and pipeline construction is performed under the Company's
276
+ direction by subcontractors specializing in those operations, as is common in
277
+ the industry. When judged advantageous, material and services used by the
278
+ Company in the development process are acquired through competitive bidding by
279
+ approved vendors. The Company also directly negotiates rates and costs for
280
+ services and supplies when conditions indicate that such an approach is
281
+ warranted. Because the prices paid to the Company by its drilling partnerships
282
+ for the Company's services are frequently fixed before the wells are drilled or
283
+ are determined based primarily on the well depth, the Company is subject to the
284
+ risk that prices of goods or services used in the development process could
285
+ increase, rendering its contracts with its investor partners less profitable or
286
+ unprofitable. In addition, problems encountered in the process can
287
+ substantially increase development costs, sometimes without recourse for the
288
+ Company to recover its costs from its partners. To minimize these risks, the
289
+ Company seeks to fix its development costs in advance of drilling when
290
+ possible.
291
+ Drilling Activity
292
+ The following tables
293
+ summarize the Company's development and exploratory drilling activity for the
294
+ last five years. There is no correlation between the number of productive wells
295
+ completed during any period and the aggregate reserves attributable to those
296
+ wells.
297
+ Development Wells Drilled
298
+ Total
299
+ Productive
300
+ Dry
301
+ Drilled
302
+ Net
303
+ Drilled
304
+ Net
305
+ Drilled
306
+ Net
307
+ 2001
308
+ 141
309
+ 40.00
310
+ 135
311
+ 37.94
312
+ 6
313
+ 2.06
314
+ 2002
315
+ 70
316
+ 13.71
317
+ 70
318
+ 13.71
319
+ -
320
+ -
321
+ 2003
322
+ 110
323
+ 28.51
324
+ 110
325
+ 28.51
326
+ -
327
+ -
328
+ 2004
329
+ 157
330
+ 43.00
331
+ 153
332
+ 42.40
333
+ 4
334
+ 0.60
335
+ 2005
336
+ 234
337
+ 103.40
338
+ 232
339
+ 102.00
340
+ 2
341
+ 1.40
342
+ Total
343
+ 712
344
+ 228.62
345
+ 700
346
+ 224.56
347
+ 12
348
+ 4.06
349
+ Exploratory Wells Drilled
350
+ Total
351
+ Productive
352
+ Dry
353
+ Drilled
354
+ Net
355
+ Drilled
356
+ Net
357
+ Drilled
358
+ Net
359
+ 2001
360
+ -
361
+ -
362
+ -
363
+ -
364
+ -
365
+ -
366
+ 2002
367
+ -
368
+ -
369
+ -
370
+ -
371
+ -
372
+ -
373
+ 2003
374
+ 1
375
+ 1.00
376
+ -
377
+ -
378
+ 1
379
+ 1
380
+ 2004
381
+ 1
382
+ 1.00
383
+ -
384
+ -
385
+ 1
386
+ 1
387
+ 2005
388
+ 8
389
+ 7.30
390
+ 3
391
+ 2.30
392
+ 5
393
+ 5.00
394
+ Total
395
+ 10
396
+ 9.30
397
+ 3
398
+ 2.30
399
+ 7
400
+ 7.00
401
+ 6
402
+ Financing of Company Drilling and Development Activities
403
+ The Company conducts
404
+ development drilling activities for its own account and acts as operator for
405
+ other investors. When conducting activities for its own account the Company
406
+ uses cash flow from operations and capital provided from its long term credit
407
+ facility to fund its share of operations. The Company currently has activated
408
+ $80 million of a $200 million credit facility with J.P. Morgan Chase Bank, NA
409
+ and BNP Paribas (collectively "the Banks"), however the Banks have determined
410
+ that the Company's current oil and gas reserves would support up to $125
411
+ million of borrowing if the need arose. As of the end of 2005 the Company had $24
412
+ million outstanding under the facility.
413
+ Drilling and Development Activities Conducted for Company
414
+ Sponsored Partnerships
415
+ In addition to wells
416
+ and interests in wells that it drills for itself, the Company also acts as
417
+ operator for other oil and gas investors. Historically these other investors
418
+ have included individuals, corporations, partnerships formed by non-affiliated
419
+ parties and other investors. Currently the Company's drilling partners consist
420
+ primarily of public and private partnerships sponsored by the Company. The
421
+ Company makes a cash investment to purchase an interest in the drilling and
422
+ development activities of each partnership.
423
+ In 1984, the Company
424
+ began sponsoring private drilling limited partnerships, and, in 1989, the
425
+ Company began to offer partnership interests in public drilling programs
426
+ registered with the SEC. The Company's public and private partnerships had $116
427
+ million in subscriptions in 2005, $100 million in subscriptions in 2004, and $78.3
428
+ million in subscriptions in 2003. The Company invests, as its equity
429
+ contribution to each drilling partnership, an additional sum approximating 22% to
430
+ 32% of the aggregate subscriptions received for that particular drilling
431
+ partnership and receives a 20% to 30% working interest in each partnership,
432
+ respectively. As a result, the Company is subject to substantial cash
433
+ commitments at the closing of each drilling partnership. During 2005 this contribution
434
+ amounted to $29.0 million. The funds received from these programs are
435
+ restricted for future drilling operations. While funds were received by the Company
436
+ pursuant to drilling contracts in the years indicated, the Company recognizes
437
+ revenues from drilling operations on the percentage of completion method as the
438
+ wells are drilled, rather than when funds are received. Substantially all of
439
+ the Company's drilling and development funds are now received from partnerships
440
+ in which the Company serves as managing general partner. However, because wells
441
+ produce for a number of years, the Company continues to serve as operator for a
442
+ number of unaffiliated parties.
443
+ The process begins
444
+ when the Company enters into a development agreement with an investor partner,
445
+ pursuant to which the Company agrees to sell some or all of its rights in the
446
+ property to be drilled to the partnership or other entity. The partnership or
447
+ other entity thereby becomes owner of a working interest in the property.
448
+ The Company's drilling
449
+ contracts with its investor partners have historically taken many different
450
+ forms. Starting in 2006 the drilling agreements can be classified as a
451
+ "cost plus" rate, whereby the Company receives a percentage profit in
452
+ addition to the actual well costs. In the past the drilling contracts could be
453
+ classified as on a "footage-based" rate, whereby the Company received
454
+ drilling and completion payments based on the depth of the well. Oil and gas leases
455
+ are sold to the partnership at the Company's cost. The Company may also
456
+ purchase an additional working interest in the partnership properties. In its
457
+ financial reporting the Company reports only its share of reserves, production,
458
+ oil and gas sales and costs associated with wells in which other investors
459
+ participate. The level of the Company's drilling and development activity
460
+ is dependent upon the amount of subscriptions in its public drilling
461
+ partnerships and investments from other partnerships or other joint venture
462
+ partners. Accepting investments from third party investors and Company
463
+ sponsored partnerships enables the Company to diversify its holdings, thereby
464
+ reducing the risk of the Company's investments. Additionally, the Company
465
+ benefits through such arrangements by its receipt of fees for its management
466
+ services and/or through an increased share in the revenues produced by the
467
+ developed properties. The Company's management believes that investments in
468
+ drilling activities, whether through Company‑sponsored partnerships or
469
+ other sources, are influenced in part by the favorable treatment that such
470
+ investments enjoy under the federal income tax laws. No assurance can be given
471
+ that the Company will continue to have access to funds generated through these
472
+ financing vehicles or that the favorable tax treatment will continue.
473
+ Purchases of Producing Properties
474
+ In addition to
475
+ drilling new wells, the Company continues to pursue opportunities to purchase
476
+ existing wells from other producers as well as greater ownership interests in
477
+ the wells it operates. Generally, outside interests purchased include a
478
+ majority interest in the wells and the right to operate the wells. Although the
479
+ Company made several offers to purchase properties during 2005, other potential
480
+ purchasers outbid the Company; therefore none of its offers were successful.
481
+ The Company purchased
482
+ a number of small interests in its partnerships from investor partners wishing
483
+ to sell their interests in 2005, 2004 and 2003.
484
+ 7
485
+ Production
486
+ The following table
487
+ shows the Company's net production in thousands of barrels (MBbl) of crude oil
488
+ and in million cubic feet (Mmcf) of natural gas and the costs and weighted
489
+ average selling prices of oil in barrels (Bbl) and gas in thousands of cubic
490
+ feet (Mcf).
491
+ Year Ended December 31,
492
+ 2005
493
+ 2004
494
+ 2003
495
+ 2002
496
+ 2001
497
+ Production(1):
498
+ Oil(MBbl)
499
+ 439
500
+ 381
501
+ 289
502
+ 227
503
+ 195
504
+ Natural
505
+ Gas (Mmcf)
506
+ 11,031
507
+ 10,372
508
+ 8,712
509
+ 6,462
510
+ 6,085
511
+ Equivalent
512
+ Mmcf(2)
513
+ 13,665
514
+ 12,659
515
+ 10,449
516
+ 7,824
517
+ 7,255
518
+ Average sales price:
519
+ Oil
520
+ (per Bbl)(3)
521
+ $50.56
522
+ $38.00
523
+ $29.43
524
+ $24.41
525
+ $22.53
526
+ Natural
527
+ gas (per Mcf)(3)
528
+ $7.29
529
+ $5.30
530
+ $4.58
531
+ $2.65
532
+ $4.08
533
+ Average
534
+ production cost (lifting cost)
535
+ Per
536
+ equivalent Mcf(4) (restated)
537
+ $1.19
538
+ $1.12
539
+ $0.93
540
+ $0.76
541
+ $0.79
542
+ (1) Production
543
+ as shown in the table is net to the Company and is determined by multiplying
544
+ the gross production volume of properties in which the Company has an interest
545
+ by the percentage of the leasehold or other property interest owned by the
546
+ Company.
547
+ (2) A
548
+ ratio of energy content of natural gas and oil (six Mcf of natural gas equals
549
+ one barrel of oil) was used to obtain a conversion factor to convert oil
550
+ production into equivalent Mcf of natural gas.
551
+ (3) The
552
+ Company utilizes commodity based economic derivative instruments to hedge and manage
553
+ a portion of its exposure to price volatility of its natural gas and oil sales.
554
+ The above table does not include the results of derivative transactions.
555
+ (4) Production
556
+ costs represent oil and gas operating expenses which include severance and ad
557
+ valorem taxes as reflected in the financial statements of the Company. See Oil
558
+ and Gas Production and Well Operations Costs in Management's Discussion and
559
+ Analysis.
560
+ Natural Gas Sales
561
+ Natural gas produced
562
+ by the Company's well interests is generally sold under monthly contracts.
563
+ Virtually all of the Company's contract pricing provisions are tied to a market
564
+ index, with certain adjustments based on, among other factors, whether a well
565
+ delivers to a gathering or transmission line, quality of natural gas and
566
+ prevailing supply and demand conditions, so that the price of the natural gas
567
+ fluctuates to remain competitive with other available natural gas supplies. As
568
+ a result, the Company's revenues from the sale of natural gas will suffer if
569
+ market prices decline and benefit if they increase. The Company's management
570
+ believes that the pricing provisions of its natural gas contracts are customary
571
+ in the industry.
572
+ The Company sells
573
+ its natural gas to industrial end-users, utilities, other gas marketers, and
574
+ other wholesale gas purchasers. Three customers accounted for 15.2%, 12.9% and
575
+ 10.6% respectively of the Company's revenues from oil and gas sales (9.9%, 8.4%
576
+ and 6.9% of total revenues) in 2005. Two customers accounted for 14.1% and
577
+ 11.3% respectively of the Company's revenues from oil and gas sales (8.6% and
578
+ 7.0% of total revenues) in 2004. Three customers accounted for 16.4%, 17.2% and
579
+ 14.2%, respectively of the Company's revenues from oil and gas sales (10.5%, 11.1%
580
+ and 9.1% of total revenues) in 2003. No other single purchaser of the Company's
581
+ natural gas accounted for 10% or more of the Company's total revenues during
582
+ 2005, 2004, and 2003.
583
+ At December 31, 2005, natural gas produced by the Company sold at prices per Mcf ranging from
584
+ $2.52 to $13.31, depending upon well location, the date of the sales contract
585
+ and other factors. The weighted net average price of natural gas sold by the
586
+ Company during 2005 was $7.29 per Mcf.
587
+ In general, the
588
+ Company, together with its marketing subsidiary, RNG, has been and expects to
589
+ continue to be able to produce and sell natural gas from its wells without
590
+ significant curtailment by providing natural gas to purchasers at competitive
591
+ prices. Open access transportation through the country's interstate pipeline
592
+ system makes a broad range of markets accessible to the Company. Whenever
593
+ feasible the Company obtains access to multiple pipelines and markets from each
594
+ of its gathering systems seeking the best available market for its natural gas
595
+ at any point in time.
596
+ 8
597
+ Oil Sales
598
+ Some of the
599
+ Company's wells in the Appalachian Basin, Michigan, most of the Company's wells
600
+ in Wattenberg field in Colorado, and the Company's North Dakota wells produce
601
+ oil in addition to natural gas. At the end of 2005 oil was about 10% of the
602
+ Company's total equivalent reserves.
603
+ The Company is
604
+ currently able to sell all the oil that it can produce under existing sales
605
+ contracts with petroleum refiners and marketers. The Company does not refine
606
+ any of its oil production. The Company's crude oil production is sold to
607
+ purchasers at or near the Company's wells under short-term purchase contracts. One
608
+ purchaser accounted for 10.5%, 7.8% and 10.9% of the Company's revenues from
609
+ oil and gas sales (6.9%, 4.8% and 7.0% of total revenues) in 2005, 2004, and
610
+ 2003. At December 31, 2005, oil produced by the Company sold at prices ranging
611
+ from $54.40 to $57.37 per barrel, depending upon
612
+ the location and quality of oil. In 2005, the weighted net average price per
613
+ barrel of oil sold by the Company was $50.56.
614
+ Oil production is
615
+ subject to many of the same operating hazards and environmental concerns as
616
+ natural gas production, but is also subject to the risk of oil spills. Federal
617
+ regulations require certain owners or operators of facilities that store or
618
+ otherwise handle oil, such as the Company, to procure and implement Spill Prevention,
619
+ Control and Counter-measures ("SPCC") plans relating to the possible discharge
620
+ of oil into surface waters. The Oil Pollution Act of 1990 ("OPA")
621
+ subjects owners of facilities to strict joint and several liability for all
622
+ containment and cleanup costs and certain other damages arising from oil
623
+ spills. Noncompliance with OPA may result in varying civil and criminal
624
+ penalties and liabilities. Operations of the Company are also subject to the
625
+ Federal Clean Water Act and analogous state laws relating to the control of
626
+ water pollution, which laws provide varying civil and criminal penalties and
627
+ liabilities for release of petroleum or its derivatives into surface waters or
628
+ into the ground.
629
+ Natural Gas Marketing
630
+ The Company's
631
+ natural gas marketing activities involve the purchase of natural gas from other
632
+ producers and the sale of that natural gas along with natural gas produced by
633
+ the Company. The Company's management believes that in a deregulated market,
634
+ successful natural gas marketing is an essential component of profitable
635
+ operations. A variety of factors affect the market for natural gas, including
636
+ the availability of other domestic production, natural gas imports, the
637
+ availability and price of alternative fuels, the proximity and capacity of
638
+ natural gas pipelines, general fluctuations in the supply and demand for
639
+ natural gas and the effects of state and federal regulations on natural gas production
640
+ and sales. The natural gas industry also competes with other industries in
641
+ supplying the energy and fuel requirements of industrial, commercial and
642
+ individual customers.
643
+ RNG, a wholly owned
644
+ subsidiary, is a natural gas marketing company that specializes in the
645
+ purchase, aggregation and sale of natural gas production in the Company's
646
+ operating areas. RNG markets natural gas produced by the Company and also
647
+ purchases natural gas from other producers and resells to utilities, end users
648
+ or other marketers. The employees of RNG have extensive knowledge of natural
649
+ gas markets in the Company's areas of operations. Such knowledge assists the
650
+ Company in maximizing its prices as it markets natural gas from
651
+ Company-operated wells. The gas is marketed to natural gas utilities, pipelines
652
+ and industrial and commercial customers, either directly through the Company's
653
+ gathering system, or utilizing transportation services provided by regulated
654
+ interstate pipeline companies.
655
+ Derivative Activities
656
+ The Company utilizes
657
+ commodity based economic derivative instruments to manage a portion of the
658
+ exposure to price volatility stemming from its oil and natural gas sales and
659
+ marketing activities. These instruments consist of NYMEX-traded natural gas
660
+ futures and option contracts for Appalachian, Michigan and eastern Colorado production, and CIG (Colorado Interstate Gas Index)-based contracts for other Colorado production and NYMEX traded oil futures and option contracts for Colorado oil
661
+ production. The Company may utilize derivatives based on other indices or
662
+ markets where appropriate. The contracts economically hedge committed and
663
+ anticipated natural gas purchases and sales and anticipated oil sales,
664
+ generally forecasted to occur within the next two to three year period. Company
665
+ policy prohibits the use of natural gas or oil futures or options for
666
+ speculative purposes and permits utilization of derivatives only if there is an
667
+ underlying physical position.
668
+ 9
669
+ The Company through
670
+ RNG has extensive experience with the use of cash-settled derivatives to reduce
671
+ the risk and impact of natural gas price changes. These financial derivatives are
672
+ used by RNG to coordinate fixed and variable priced purchases and sales, and by
673
+ the Company to "lock in" fixed prices from time to time for the
674
+ Company's share of production, and to establish "floors" and
675
+ "ceilings" or "collars" on the possible range of the prices
676
+ realized for the sale of natural gas and oil. RNG also enters into fixed-price
677
+ purchases and sales contracts with counterparties. These fixed physical
678
+ contracts meet the FAS 133 definition of a derivative. Both types of
679
+ derivatives (i.e., the physical deals and the cash settled contracts) are
680
+ carried on the balance sheet at fair value with changes in fair values recognized
681
+ currently in the income statement. While derivatives can help provide price
682
+ protection if spot prices drop, derivatives can also limit upside potential.
683
+ For natural gas
684
+ sales not subject to fixed price contracts, the Company is subject to price
685
+ fluctuations for natural gas sold in the spot market and under market index
686
+ contracts. The Company continues to evaluate the potential for reducing these
687
+ risks by entering into derivative transactions. In addition, the Company may
688
+ also close out any portion of derivatives that may exist from time to time
689
+ which may result in a realized gain or loss on that derivative transaction. The
690
+ Company economically manages the price risk on only a portion of its
691
+ anticipated production, so some of the production is subject to the full
692
+ fluctuation of market pricing.
693
+ Well Operations
694
+ The
695
+ Company currently operates approximately 1,365 wells in the Appalachian Basin, 205
696
+ wells in the Michigan Basin and 1,077 wells in the Rocky Mountain Region. The
697
+ Company's ownership interest in these wells ranges from less than 1% to 100%,
698
+ and, on average, the Company has an approximate 50.35% ownership interest in
699
+ the wells it operates. The Company has an interest in approximately 143
700
+ non-operated wells in the Rocky Mountain Region.
701
+ The Company is paid
702
+ a monthly operating fee for each well it operates for outside owners including
703
+ the limited partnerships sponsored by the Company. The fee is competitive with
704
+ rates charged by other operators in the area. The fee covers monthly operating
705
+ and accounting costs, insurance and other recurring costs. The Company may also
706
+ receive additional compensation for special non-recurring activities, such as
707
+ reworks and recompletions.
708
+ Transportation
709
+ Natural gas wells
710
+ are connected by pipelines to natural gas markets. Over the years, the Company
711
+ has developed gathering systems in some of its areas of operations. The Company
712
+ also continues to construct new trunk lines as necessary to provide for the
713
+ marketing of natural gas being developed from new areas and to enhance or
714
+ maintain its existing systems.
715
+ The Company is paid
716
+ a transportation fee for natural gas that is moved by other shippers through
717
+ these pipeline systems. In many cases the Company has been able to receive
718
+ higher natural gas prices as a result of its ability to move natural gas to
719
+ more attractive markets through this pipeline system, to the benefit of both
720
+ the Company and its investor partners.
721
+ Governmental Regulation
722
+ The Company's
723
+ business and the natural gas industry in general are heavily regulated. The
724
+ availability of a ready market for natural gas production depends on several
725
+ factors beyond the Company's control. These factors include regulation of
726
+ natural gas production, federal and state regulations governing environmental
727
+ quality and pollution control, the amount of natural gas available for sale,
728
+ the availability of adequate pipeline and other transportation and processing
729
+ facilities and the marketing of competitive fuels. State and federal
730
+ regulations generally are intended to protect consumers from unfair treatment,
731
+ control and reduce the risk to the public and workers from the drilling,
732
+ completion, production and transportation of oil and natural gas, prevent waste
733
+ of natural gas, protect rights to produce natural gas between owners in a common
734
+ reservoir and control contamination of the environment. Pipelines are subject
735
+ to the jurisdiction of various federal, state and local agencies. In the
736
+ western part of the United States the federal and state governments own a large
737
+ percentage of the land and the rights to develop oil and natural gas. Recently
738
+ the Company has increased its positions in these types of leases. Generally government
739
+ leases are subject to additional regulations and controls not commonly seen on
740
+ private leases. The Company takes the steps necessary to comply with applicable
741
+ regulations both on its own behalf and as part of the services it provides to
742
+ its investor partnerships. The Company's management believes that it is in
743
+ compliance with such statutes, rules, regulations and governmental orders,
744
+ although there can be no assurance that this is or will remain the case. The
745
+ following discussion of the regulation of the United States natural gas
746
+ industry is not intended to constitute a complete discussion of the various
747
+ statutes, rules, regulations and environmental orders to which the Company's
748
+ operations may be subject.
749
+ 10
750
+ Regulation of Oil and Natural Gas Exploration and
751
+ Production
752
+ The Company's oil
753
+ and natural gas operations are subject to various types of regulation at the
754
+ federal, state and local levels. Prior to commencing drilling activities for a
755
+ well, the Company must procure permits and/or approvals for the various stages
756
+ of the drilling process from the applicable state and local agencies in the state
757
+ in which the area to be drilled is located. Such permits and approvals include
758
+ those for the drilling of wells, and such regulation includes maintaining
759
+ bonding requirements in order to drill or operate wells and regulating the
760
+ location of wells, the method of drilling and casing wells, the surface use and
761
+ restoration of properties on which wells are drilled, the plugging and
762
+ abandoning of wells and the disposal of fluids used in connection with
763
+ operations. The Company's operations are also subject to various conservation
764
+ laws and regulations. These include the regulation of the size of drilling and
765
+ spacing units or proration units and the density of wells which may be drilled
766
+ and the unitization or pooling of properties. In this regard, some states allow
767
+ the forced pooling or integration of tracts to facilitate exploration while
768
+ other states rely primarily or exclusively on voluntary pooling of lands and
769
+ leases. In areas where pooling is voluntary, it may be more difficult to form
770
+ units, and therefore, more difficult to develop a project if the operator owns
771
+ less than 100% of the leasehold. In addition, state conservation laws may
772
+ establish maximum rates of production from oil and natural gas wells, generally
773
+ prohibiting the venting or flaring of natural gas and imposing certain
774
+ requirements regarding the ratability of production. Where wells are to be
775
+ drilled on state or federal leases, additional regulations and conditions may
776
+ apply. The effect of these regulations may limit the amount of oil and natural
777
+ gas the Company can produce from its wells and may limit the number of wells or
778
+ the locations at which the Company can drill. The regulatory burden on the oil
779
+ and natural gas industry increases the Company's costs of doing business and,
780
+ consequently, affects its profitability. Inasmuch as such laws and regulations
781
+ are frequently expanded, amended and reinterpreted, the Company is unable to
782
+ predict the future cost or impact of complying with such regulations.
783
+ Regulation of Sales and Transportation of Natural Gas
784
+ Historically, the
785
+ transportation and sale for resale of natural gas in interstate commerce were
786
+ regulated pursuant to the Natural Gas Act of 1938, the Natural Gas Policy Act
787
+ of 1978 (the "NGPA") and the regulations promulgated thereunder by
788
+ the Federal Energy Regulatory Commission (FERC). Maximum selling prices of
789
+ certain categories of natural gas sold in "first sales," whether sold
790
+ in interstate or intrastate commerce, were regulated pursuant to the NGPA. The
791
+ Natural Gas Wellhead Decontrol Act (the "Decontrol Act") removed, as
792
+ of January 1, 1993, all remaining federal price controls from natural gas sold
793
+ in "first sales" on or after that date. FERC's jurisdiction over
794
+ natural gas transportation was unaffected by the Decontrol Act. While sales by
795
+ producers of natural gas and all sales of crude oil, condensate and natural gas
796
+ liquids can currently be made at market prices, Congress could reenact price
797
+ controls in the future.
798
+ The Company's sales
799
+ of natural gas are affected by the availability, terms and cost of
800
+ transportation. The price and terms for access to pipeline transportation are
801
+ subject to extensive regulation. In the past, FERC has undertaken various
802
+ initiatives to increase competition within the natural gas industry. As a
803
+ result of initiatives like FERC Order No. 636, issued in April 1992, the
804
+ interstate natural gas transportation and marketing system was substantially
805
+ restructured to remove various barriers and practices that historically limited
806
+ non‑pipeline natural gas sellers, including producers, from effectively
807
+ competing with interstate pipelines for sales to local distribution companies
808
+ and large industrial and commercial customers. The most significant provisions
809
+ of Order No. 636 require that interstate pipelines provide transportation
810
+ separate or "unbundled" from their sales service, and require that
811
+ pipelines provide firm and interruptible transportation service on an open
812
+ access basis that is equal for all natural gas suppliers. In many instances,
813
+ the result of Order No. 636 and related initiatives has been to substantially
814
+ reduce or eliminate the interstate pipelines' traditional role as wholesalers
815
+ of natural gas in favor of providing only storage and transportation services.
816
+ Another effect of regulatory restructuring is the greater transportation access
817
+ available on interstate pipelines. In some cases, producers and marketers have
818
+ benefited from this availability. However, competition among suppliers has
819
+ greatly increased and traditional long‑term producer-pipeline contracts
820
+ are rare. Furthermore, gathering facilities of interstate pipelines are no
821
+ longer regulated by FERC, thus allowing gatherers to charge higher gathering
822
+ rates.
823
+ Additional proposals
824
+ and proceedings that might affect the natural gas industry occur frequently in
825
+ the Congress, FERC, state commissions, state legislatures, and the courts. The
826
+ natural gas industry historically has been very heavily regulated; therefore,
827
+ there is no assurance that the less stringent regulatory approach recently
828
+ pursued by FERC and Congress will continue. The Company cannot determine to
829
+ what extent future operations and earnings of the Company will be affected by
830
+ new legislation, new regulations, or changes in existing regulation, at
831
+ federal, state or local levels.
832
+ Environmental Regulations
833
+ The Company's
834
+ operations are subject to numerous laws and regulations governing the discharge
835
+ of materials into the environment or otherwise relating to environmental
836
+ protection. Public interest in the protection of the environment has increased
837
+ dramatically in recent years. The trend of more expansive and stricter
838
+ environmental legislation and regulations could continue. To the extent laws
839
+ are enacted or other governmental action is taken that restricts drilling or
840
+ imposes environmental protection requirements that result in increased costs
841
+ and reduced access to the natural gas industry in general, the business and
842
+ prospects of the Company could be adversely affected.
843
+ 11
844
+ The Company
845
+ generates wastes that may be subject to the Federal Resource Conservation and
846
+ Recovery Act ("RCRA") and comparable state statutes. The U.S.
847
+ Environmental Protection Agency ("EPA") and various state agencies
848
+ have limited the approved methods of disposal for certain hazardous and nonhazardous
849
+ wastes. Furthermore, certain wastes generated by the Company's operations that
850
+ are currently exempt from treatment as "hazardous wastes" may in the
851
+ future be designated as "hazardous wastes," and therefore be subject
852
+ to more rigorous and costly operating and disposal requirements.
853
+ The Company
854
+ currently owns or leases numerous properties that for many years have been used
855
+ for the exploration and production of oil and natural gas. Although the Company's
856
+ management believes that it has utilized good operating and waste disposal
857
+ practices, prior owners and operators of these properties may not have utilized
858
+ similar practices, and hydrocarbons or other wastes may have been disposed of
859
+ or released on or under the properties owned or leased by the Company or on or
860
+ under locations where such wastes have been taken for disposal. These
861
+ properties and the wastes disposed thereon may be subject to the Comprehensive
862
+ Environmental Response, Compensation and Liability Act ("CERCLA"),
863
+ RCRA and analogous state laws as well as state laws governing the management of
864
+ oil and natural gas wastes. Under such laws, the Company could be required to
865
+ remove or remediate previously disposed wastes (including wastes disposed of or
866
+ released by prior owners or operators) or property contamination (including
867
+ groundwater contamination) or to perform remedial plugging operations to
868
+ prevent future contamination.
869
+ CERCLA and similar
870
+ state laws impose liability, without regard to fault or the legality of the
871
+ original conduct, on certain classes of persons that are considered to have
872
+ contributed to the release of a "hazardous substance" into the
873
+ environment. These persons include the owner or operator of the disposal site
874
+ or sites where the release occurred and companies that disposed of or arranged
875
+ for the disposal of the hazardous substances found at the site. Persons who are
876
+ or were responsible for release of hazardous substances under CERCLA may be
877
+ subject to joint and several liability for the costs of cleaning up the
878
+ hazardous substances that have been released into the environment and for
879
+ damages to natural resources, and it is not uncommon for neighboring landowners
880
+ and other third parties to file claims for personal injury and property damage
881
+ allegedly caused by the hazardous substances released into the environment.
882
+ The Company's
883
+ operations may be subject to the Clean Air Act ("CAA") and comparable
884
+ state and local requirements. Amendments to the CAA were adopted in 1990 and
885
+ contain provisions that may result in the gradual imposition of certain pollution
886
+ control requirements with respect to air emissions from the operations of the
887
+ Company. The EPA and states have been developing regulations to implement these
888
+ requirements. The Company may be required to incur certain capital expenditures
889
+ in the next several years for air pollution control equipment in connection
890
+ with maintaining or obtaining operating permits and approvals addressing other
891
+ air emission-related issues.
892
+ The Company's
893
+ expenses relating to preserving the environment during 2005 were not significant
894
+ in relation to operating costs and the Company expects no material change in
895
+ 2006. Environmental regulations have had no materially adverse effect on the
896
+ Company's operations to date, but no assurance can be given that environmental
897
+ regulations will not, in the future, result in a curtailment of production or
898
+ otherwise have a materially adverse effect on the Company's business, financial
899
+ condition or results of operations.
900
+ Operating Hazards and Insurance
901
+ The Company's
902
+ exploration and production operations include a variety of operating risks,
903
+ including the risk of fire, explosions, blowouts, cratering, pipe failure,
904
+ casing collapse, abnormally pressured formations, and environmental hazards
905
+ such as gas leaks, ruptures and discharges of toxic gas, the occurrence of any
906
+ of which could result in substantial losses to the Company due to injury and
907
+ loss of life, severe damage to and destruction of property, natural resources
908
+ and equipment, pollution and other environmental damage, clean‑up
909
+ responsibilities, regulatory investigation and penalties and suspension of
910
+ operations. The Company's pipeline, gathering and distribution operations are
911
+ subject to the many hazards inherent in the natural gas industry. These
912
+ hazards include damage to wells, pipelines and other related equipment, and
913
+ surrounding properties caused by hurricanes, floods, fires and other acts of
914
+ God, inadvertent damage from construction equipment, leakage of natural gas and
915
+ other hydrocarbons, fires and explosions and other hazards that could also
916
+ result in personal injury and loss of life, pollution and suspension of
917
+ operations.
918
+ Any significant
919
+ problems related to its facilities could adversely affect the Company's ability
920
+ to conduct its operations. In accordance with customary industry practice, the
921
+ Company maintains insurance against some, but not all, potential risks;
922
+ however, there can be no assurance that such insurance will be adequate to
923
+ cover any losses or exposure for liability. The occurrence of a significant
924
+ event not fully insured against could materially adversely affect the Company's
925
+ operations and financial condition. The Company cannot predict whether
926
+ insurance will continue to be available at premium levels that justify its
927
+ purchase or whether insurance will be available at all.
928
+ 12
929
+ Competition
930
+ The Company's management believes that its exploration,
931
+ drilling and production capabilities and the experience of its management and
932
+ professional staff generally enable it to compete effectively. The Company
933
+ encounters competition from numerous other oil and natural gas companies,
934
+ drilling and income programs and partnerships in all areas of its operations,
935
+ including drilling and marketing oil and natural gas and obtaining desirable oil
936
+ and natural gas leases. Many of these competitors possess larger staffs and
937
+ greater financial resources than the Company, which may enable them to identify
938
+ and acquire desirable producing properties and drilling prospects more
939
+ economically. The Company's ability to explore for oil and natural gas
940
+ prospects and to acquire additional properties in the future depends upon its
941
+ ability to conduct its operations, to evaluate and select suitable properties
942
+ and to consummate transactions in this highly competitive environment. The
943
+ Company competes with a number of other companies that offer interests in
944
+ drilling partnerships with a wide range of investment objectives and program
945
+ structures. Competition for investment capital for both public and private
946
+ drilling programs is intense. The Company also faces intense competition in the
947
+ marketing of natural gas from competitors including other producers as well as
948
+ marketing companies. Also, international developments and the possible improved
949
+ economics of domestic natural gas exploration may influence other companies to
950
+ increase their domestic oil and natural gas exploration. Furthermore,
951
+ competition among companies for favorable prospects can be expected to
952
+ continue, and it is anticipated that the cost of acquiring properties may increase
953
+ in the future. During 2005 the industry experienced increased demand for
954
+ drilling services and supplies. This is resulting in increasing costs, and in
955
+ some cases the demand for supplies and services exceeds the available supplies.
956
+ This can result in higher well costs and delays in the execution of planned
957
+ drilling operations. Factors affecting competition in the oil and natural gas
958
+ industry include price, location, availability, quality and volumes produced.
959
+ The Company's management believes that it can compete effectively in the oil
960
+ and natural gas industry on each of the foregoing factors. Nevertheless, the
961
+ Company's business, financial condition or results of operations could be
962
+ materially adversely affected by competition.
963
+ Employees
964
+ As of December 31, 2005, the Company had 150 employees, including 21 in finance and data
965
+ processing, 9 in administration, 15 in exploration and development, 99 in
966
+ production and 6 in natural gas marketing. The Company's engineers, supervisors
967
+ and well tenders are responsible for the day-to-day operation of wells and
968
+ pipeline systems. In addition, the Company retains subcontractors to perform
969
+ drilling, fracturing, logging, and pipeline construction functions at drilling
970
+ sites. The Company's employees act as supervisors of the subcontractors. The
971
+ Company added 36 new employees in 2005.
972
+ The Company's
973
+ employees are not covered by a collective bargaining agreement. The Company
974
+ considers relations with its employees to be excellent.
raw/filings/0000077877/2005/0000077877-06-000037/item9a.txt ADDED
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raw/filings/0000077877/2005/0000077877-06-000037/rp_note.txt ADDED
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raw/filings/0000077877/2005/0000077877-06-000037/rpt_disclosure.txt ADDED
@@ -0,0 +1,7 @@
 
 
 
 
 
 
 
 
1
+ Item 13. Certain Relationships and Related Transactions
2
+ During the year ended December 31, 2005, there was no transaction or
3
+ series of transactions to which we were or are a party in which the amount
4
+ involved exceeded or exceeds $60,000 and in which any director, executive
5
+ officer, holder of more than 5% of our common stock or any member of the
6
+ immediate family of any of the foregoing persons had or will have a direct or
7
+ indirect material interest.
raw/filings/0000077877/2006/0001140361-07-010649/filing.txt ADDED
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raw/filings/0000077877/2006/0001140361-07-010649/filing_metadata.csv ADDED
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1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000077877,PDCE,"PDC ENERGY, INC.",10-K,2007-05-23,2006-12-31,2007-05-23T10:08:16.000Z,0001140361-07-010649,form10-k.htm,PETROLEUM DEVELOPMENT CORP. 10-K 12-31-2006,4391314,0,0,https://www.sec.gov/Archives/edgar/data/77877/000114036107010649/form10-k.htm,https://www.sec.gov/Archives/edgar/data/77877/000114036107010649/,2006,2006,1
raw/filings/0000077877/2006/0001140361-07-010649/item1.txt ADDED
File without changes
raw/filings/0000077877/2006/0001140361-07-010649/item13.txt ADDED
File without changes
raw/filings/0000077877/2006/0001140361-07-010649/item9a.txt ADDED
File without changes
raw/filings/0000077877/2006/0001140361-07-010649/rp_note.txt ADDED
File without changes
raw/filings/0000077877/2006/0001140361-07-010649/rpt_disclosure.txt ADDED
@@ -0,0 +1,105 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Transactions with Related Persons
2
+ The
3
+ Board
4
+ has adopted a policy for the review, approval and ratification of transactions
5
+ that involve related parties and potential conflicts of interest.
6
+ The
7
+ related party transaction policy applies to each director and executive officer
8
+ of the Company, any nominee for election as a director, any security holder
9
+ who
10
+ is known to own more than five percent of the Company's voting securities,
11
+ any
12
+ immediate family member of any of the foregoing persons and any corporation,
13
+ firm or association in which one or more of the Company's directors are
14
+ directors or officers, or have a substantial financial interest.
15
+ Under
16
+ the
17
+ related party transaction policy a related person transaction is a transaction
18
+ or arrangement involving a related person in which the Company is a participant
19
+ or that would require disclosure in the Company's filings with the SEC as
20
+ a
21
+ transaction with a related person.
22
+ The
23
+ related persons must disclose to the Audit Committee any potential related
24
+ person transactions and must disclose all material facts with respect to
25
+ such
26
+ interest. All related person transactions will be reviewed by the
27
+ Audit Committee. In determining whether to approve or ratify a
28
+ transaction, the Audit Committee will consider the relevant facts and
29
+ circumstances of the transaction which may include factors such as the
30
+ relationship of the related person with the Company, the materiality or
31
+ significance of the transaction to the Company and the business purpose and
32
+ reasonableness of the transaction, whether the transaction is comparable
33
+ to a
34
+ transaction that could be available to the Company on an arms-length basis,
35
+ and
36
+ the impact of the transaction on the Company's business and
37
+ operations.
38
+ 19
39
+ TOC
40
+ During
41
+ the year ended December 31, 2006, there was no transaction or series of
42
+ transactions, or any currently proposed transaction, in which the amount
43
+ involved exceeds $120,000 and in which any director, executive officer, holder
44
+ of more than 5% of the Company's common stock or any member of the immediate
45
+ family of any of the foregoing persons had or will have a direct or indirect
46
+ material interest.
47
+ Indemnification
48
+ of Directors and
49
+ Officers
50
+ The
51
+ Company's By-Laws provide that the Company shall indemnify any director,
52
+ officer, employee, or other agent of the Company who is or was a party, or
53
+ is
54
+ threatened to be made a party, to any proceeding (other than an action by
55
+ or in
56
+ the right of the Company to procure a judgment in its favor) by reason of
57
+ the
58
+ fact that such person is or was an agent of the Company, against expenses,
59
+ judgments, fines, settlements, and other amounts actually and reasonably
60
+ incurred in connection with such proceeding, if that person acted in good
61
+ faith
62
+ and in a manner that person reasonably believed to be in the best interest
63
+ of
64
+ the Company, and in the case of a criminal proceeding, had no reasonable
65
+ cause
66
+ to believe the conduct of that person was unlawful.
67
+ The
68
+ Company has entered into separate indemnification agreements with each of
69
+ its
70
+ directors and officers whereby the Company has agreed to indemnify the director
71
+ or officer against all expenses, including attorneys' fees, and other amounts
72
+ reasonably incurred by the officer or director in connection with any
73
+ threatened, pending or completed civil, criminal, administrative or
74
+ investigative action or proceeding to which such person is party by reason
75
+ of
76
+ the fact that he is or was a director or officer, as the case may be, of
77
+ the
78
+ Company, if the person acted in good faith and in a manner reasonably believed
79
+ to be in or not opposed to the best interests of the Company, and, with respect
80
+ to any criminal action or proceeding, the person had no reasonable cause
81
+ to
82
+ believe such conduct to be unlawful. The agreements provide for the
83
+ advancement of expenses and that the Company has the right to purchase and
84
+ maintain insurance on behalf of the director or officer against any liability
85
+ or
86
+ liabilities asserted against him, whether or not the Company would have the
87
+ power to indemnify the person against such liability under any provision
88
+ of the
89
+ agreement. The Company has agreed to indemnify such person against
90
+ expenses actually and reasonably incurred in connection with any action in
91
+ which
92
+ the person has been successful on the merits or
93
+ otherwise. Indemnification must also be provided by the Company
94
+ (unless ordered otherwise by a court) only as authorized in the specific
95
+ case
96
+ upon a determination that the indemnification of the person is appropriate
97
+ because he has met the applicable standard of conduct described in the agreement
98
+ made by (i) the Board of Directors, by a majority vote of a quorum consisting
99
+ of
100
+ directors who are not parties to such action or proceeding, (ii) independent
101
+ legal counsel in a written opinion or (iii) the shareholders of the
102
+ Company.
103
+ Additional
104
+ Information
105
+ The
raw/filings/0000077877/2007/0001140361-08-007391/filing.txt ADDED
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raw/filings/0000077877/2007/0001140361-08-007391/filing_metadata.csv ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000077877,PDCE,"PDC ENERGY, INC.",10-K,2008-03-20,2007-12-31,2008-03-20T21:09:45.000Z,0001140361-08-007391,form10k.htm,PETROLEUM DEVELOPMENT CORPORATION 10-K 12-31-2007,4585465,0,0,https://www.sec.gov/Archives/edgar/data/77877/000114036108007391/form10k.htm,https://www.sec.gov/Archives/edgar/data/77877/000114036108007391/,2007,2007,1