SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
|
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d)
|
|
OF
THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2007
|
OR
|
|
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d)
|
|
OF
THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
transition period from _________ to _________
[Commission
File Number 1-9260]
UNIT
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
73-1283193
|
|
(State
or other jurisdiction of incorporation)
|
(I.R.S.
Employer Identification No.)
|
7130
South Lewis, Suite 1000, Tulsa, Oklahoma
|
74136
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(918)
493-7700
|
|
(Registrant’s
telephone number, including area
code)
|
None
|
|
(Former
name, former address and former fiscal year,
|
|
if
changed since last report)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
[x]
|
No
[ ]
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
Large
accelerated filer [x]
|
Accelerated filer [ ]
|
Non-accelerated
filer [ ]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
[ ]
|
No
[x]
|
As
of
October 29, 2007, 46,381,533 shares of the issuer's common stock were
outstanding.
FORM
10-Q
UNIT
CORPORATION
TABLE
OF CONTENTS
Page
|
|||
Number
|
|||
PART
I. Financial Information
|
|||
Item
1.
|
Financial
Statements (Unaudited)
|
||
Condensed
Consolidated Balance Sheets
|
|||
September
30, 2007 and December 31, 2006
|
3
|
||
Condensed
Consolidated Statements of Income
|
|||
Three
and Nine Months Ended September 30, 2007 and 2006
|
5
|
||
Condensed
Consolidated Statements of Cash Flows
|
|||
Nine
Months Ended September 30, 2007 and 2006
|
6
|
||
Condensed
Consolidated Statements of Comprehensive Income
|
|||
Three
and Nine Months Ended September 30, 2007 and 2006
|
7
|
||
Notes
to Condensed Consolidated Financial Statements
|
8
|
||
Report
of Independent Registered Public Accounting Firm
|
18
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial
|
||
Condition
and Results of Operations
|
19
|
||
Item
3.
|
Quantitative
and Qualitative Disclosure about Market Risk
|
37
|
|
Item
4.
|
Controls
and Procedures
|
37
|
|
PART
II. Other Information
|
|||
Item
1.
|
Legal
Proceedings
|
38
|
|
Item
1A.
|
Risk
Factors
|
38
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
38
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
38
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
38
|
|
Item
5.
|
Other
Information
|
38
|
|
Item
6.
|
Exhibits
|
38
|
|
Signatures
|
39
|
1
Forward-Looking
Statements
This
document contains "forward-looking statements” – that is, statements related to
future, not past, events. In this context, forward-looking statements often
address our expected future business and financial performance, and often
contain words such as "expect,” "anticipate,” "intend,” "plan,” "believe,”
"seek,” or "will.” Forward-looking statements by their nature address matters
that are, to different degrees, uncertain. For us, particular uncertainties
that
could adversely or positively affect our future results include: the behavior
of
financial markets, including fluctuations in interest and commodity and equity
prices; strategic actions, including acquisitions and dispositions; future
integration of acquired businesses; future financial performance of industries
which we serve, including, without limitation, the energy industries; and
numerous other matters of national, regional and global scale, including those
of a political, economic, business and competitive nature. These uncertainties
may cause our actual future results to be materially different than those
expressed in our forward-looking statements. We do not undertake to update
our
forward-looking statements.
2
PART
I. FINANCIAL INFORMATION
Item
1. Financial Statements
UNIT
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
September
30,
|
December
31,
|
||||||||
2007
|
2006
|
||||||||
(In
thousands)
|
|||||||||
ASSETS
|
|||||||||
Current
Assets:
|
|||||||||
Cash
and cash equivalents
|
$
|
853
|
$
|
589
|
|||||
Restricted
cash
|
19
|
18
|
|||||||
Accounts
receivable, net of allowance for doubtful accounts of $3,350 at September
30, 2007 and $1,600 at
December 31, 2006
|
165,392
|
200,415
|
|||||||
Materials
and supplies
|
16,932
|
18,901
|
|||||||
Other
|
16,388
|
13,017
|
|||||||
Total
current assets
|
199,584
|
232,940
|
|||||||
Property
and Equipment:
|
|||||||||
Drilling
equipment
|
948,125
|
781,190
|
|||||||
Oil
and natural gas properties, on the full cost
|
|||||||||
method:
|
|||||||||
Proved
properties
|
1,528,655
|
1,330,010
|
|||||||
Undeveloped
leasehold not being amortized
|
66,327
|
53,687
|
|||||||
Gas
gathering and processing equipment
|
110,530
|
85,339
|
|||||||
Transportation
equipment
|
22,400
|
20,749
|
|||||||
Other
|
19,618
|
17,082
|
|||||||
2,695,655
|
2,288,057
|
||||||||
Less
accumulated depreciation, depletion, amortization
|
|||||||||
and
impairment
|
874,069
|
735,394
|
|||||||
Net
property and equipment
|
1,821,586
|
1,552,663
|
|||||||
Goodwill
|
62,808
|
57,524
|
|||||||
Other
Intangible Assets, Net
|
14,960
|
17,087
|
|||||||
Other
Assets
|
14,523
|
13,882
|
|||||||
Total
Assets
|
$
|
2,113,461
|
$
|
1,874,096
|
The
accompanying notes are an integral part of the
condensed
consolidated financial statements.
3
UNIT
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - CONTINUED
September
30,
|
December
31,
|
||||||||
2007
|
2006
|
||||||||
(In
thousands)
|
|||||||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||||
Current
Liabilities:
|
|||||||||
Accounts
payable
|
$
|
94,439
|
$
|
92,125
|
|||||
Accrued
liabilities
|
43,280
|
52,166
|
|||||||
Income
taxes payable
|
—
|
2,956
|
|||||||
Contract
advances
|
3,231
|
5,061
|
|||||||
Current
portion of other liabilities
|
10,475
|
8,634
|
|||||||
Total
current liabilities
|
151,425
|
160,942
|
|||||||
Long-Term
Debt
|
153,600
|
174,300
|
|||||||
Other
Long-Term Liabilities
|
52,135
|
55,741
|
|||||||
Deferred
Income Taxes
|
397,690
|
325,077
|
|||||||
Shareholders’
Equity:
|
|||||||||
Preferred
stock, $1.00 par value, 5,000,000 shares authorized,
none issued
|
—
|
—
|
|||||||
Common
stock, $.20 par value, 175,000,000 shares authorized,
46,379,233 and 46,283,990 shares issued,
respectively
|
9,280
|
9,257
|
|||||||
Capital
in excess of par value
|
341,744
|
333,833
|
|||||||
Accumulated
other comprehensive income (loss)
|
(129
|
)
|
1,339
|
||||||
Retained
earnings
|
1,007,716
|
813,607
|
|||||||
Total
shareholders’ equity
|
1,358,611
|
1,158,036
|
|||||||
Total
Liabilities and Shareholders’ Equity
|
$
|
2,113,461
|
$
|
1,874,096
|
The
accompanying notes are an integral part of the
condensed
consolidated financial statements.
4
UNIT
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||
September
30,
|
September
30,
|
|||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
(In
thousands except per share amounts)
|
||||||||||||
Revenues:
|
||||||||||||
Contract
drilling
|
$
|
157,769
|
$
|
182,461
|
$
|
472,403
|
$
|
519,799
|
||||
Oil
and natural gas
|
95,231
|
91,238
|
277,680
|
267,518
|
||||||||
Gas
gathering and processing
|
32,784
|
25,638
|
99,321
|
72,840
|
||||||||
Other
|
551
|
557
|
842
|
2,894
|
||||||||
Total
revenues
|
286,335
|
299,894
|
850,246
|
863,051
|
||||||||
Expenses:
|
||||||||||||
Contract
drilling:
|
||||||||||||
Operating
costs
|
77,951
|
78,595
|
228,967
|
238,021
|
||||||||
Depreciation
|
14,793
|
13,403
|
41,192
|
38,089
|
||||||||
Oil
and natural gas:
|
||||||||||||
Operating
costs
|
23,101
|
21,560
|
69,701
|
58,854
|
||||||||
Depreciation,
depletion and amortization
|
32,297
|
27,557
|
92,367
|
76,780
|
||||||||
Gas
gathering and processing:
|
||||||||||||
Operating
costs
|
28,275
|
22,216
|
87,171
|
63,734
|
||||||||
Depreciation
and amortization
|
2,858
|
1,637
|
7,752
|
4,019
|
||||||||
General
and administrative
|
5,355
|
4,630
|
15,784
|
12,998
|
||||||||
Interest
|
1,797
|
1,228
|
5,167
|
3,235
|
||||||||
Total
expenses
|
186,427
|
170,826
|
548,101
|
495,730
|
||||||||
Income
Before Income Taxes
|
99,908
|
129,068
|
302,145
|
367,321
|
||||||||
Income
Tax Expense:
|
||||||||||||
Current
|
11,152
|
26,442
|
53,498
|
89,741
|
||||||||
Deferred
|
24,695
|
21,361
|
54,538
|
46,585
|
||||||||
Total
income taxes
|
35,847
|
47,803
|
108,036
|
136,326
|
||||||||
Net
Income
|
$
|
64,061
|
$
|
81,265
|
$
|
194,109
|
$
|
230,995
|
||||
Net
Income per Common Share:
|
||||||||||||
Basic
|
$
|
1.38
|
$
|
1.76
|
$
|
4.19
|
$
|
5.00
|
||||
Diluted
|
$
|
1.37
|
$
|
1.75
|
$
|
4.16
|
$
|
4.98
|
The
accompanying notes are an integral part of the
Condensed
Consolidated Financial Statements.
5
UNIT
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine
Months Ended
|
|||||||||
September
30,
|
|||||||||
2007
|
2006
|
||||||||
(In
thousands)
|
|||||||||
Cash
Flows From Operating Activities:
|
|||||||||
Net
income
|
$
|
194,109
|
$
|
230,995
|
|||||
Adjustments
to reconcile net income to net cash
|
|||||||||
provided
by operating activities:
|
|||||||||
Depreciation,
depletion and amortization
|
141,968
|
119,422
|
|||||||
Deferred
tax expense
|
54,538
|
46,585
|
|||||||
Other
|
3,792
|
5,843
|
|||||||
Changes
in operating assets and liabilities
|
|||||||||
increasing
(decreasing) cash:
|
|||||||||
Accounts
receivable
|
35,023
|
(4,840
|
)
|
||||||
Accounts
payable
|
(24,497
|
)
|
(27,424
|
)
|
|||||
Material
and supplies inventory
|
1,969
|
(9,044
|
)
|
||||||
Accrued
liabilities
|
(14,066
|
)
|
(9,139
|
)
|
|||||
Contract
advances
|
(1,830
|
)
|
5,129
|
||||||
Other
– net
|
(1,627
|
)
|
(7,928
|
)
|
|||||
Net
cash provided by operating activities
|
389,379
|
349,599
|
|||||||
Cash
Flows From (Used In) Investing Activities:
|
|||||||||
Capital
expenditures
|
(344,524
|
)
|
(299,312
|
)
|
|||||
Cash
paid for acquisitions
|
(38,500
|
)
|
(53,820
|
)
|
|||||
Proceeds
from disposition of assets
|
3,866
|
5,865
|
|||||||
Other-net
|
(388
|
)
|
(241
|
)
|
|||||
Net
cash used in investing activities
|
(379,546
|
)
|
(347,508
|
)
|
|||||
Cash
Flows From (Used In) Financing Activities:
|
|||||||||
Borrowings
under line of credit
|
144,600
|
183,200
|
|||||||
Payments
under line of credit
|
(165,300
|
)
|
(183,100
|
)
|
|||||
Proceeds
from exercise of stock options
|
659
|
726
|
|||||||
Tax
benefit from stock options
|
—
|
290
|
|||||||
Book
overdrafts
|
10,472
|
(3,548
|
)
|
||||||
Net
cash used in financing activities
|
(9,569
|
)
|
(2,432
|
)
|
|||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
264
|
(341
|
)
|
||||||
Cash
and Cash Equivalents, Beginning of Period
|
589
|
947
|
|||||||
Cash
and Cash Equivalents, End of Period
|
$
|
853
|
$
|
606
|
The
accompanying notes are an integral part of the
condensed
consolidated financial statements.
6
UNIT
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
|
September
30,
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||||
(In
thousands)
|
|||||||||||||||
Net Income
|
$
|
64,061
|
$
|
81,265
|
$
|
194,109
|
$
|
230,995
|
|||||||
Other Comprehensive Income,
|
|||||||||||||||
Net
of Taxes:
|
|||||||||||||||
Change
in value of
|
|||||||||||||||
derivative
instruments
|
|||||||||||||||
used
as cash flow
|
|||||||||||||||
hedges
(net of tax
|
|||||||||||||||
of
$(52), $(62),
|
|||||||||||||||
$(566)
and $161)
|
(122
|
)
|
(106
|
)
|
(1,026
|
)
|
273
|
||||||||
Reclassification
-
|
|||||||||||||||
derivative
settlements
|
|||||||||||||||
(net
of tax of $(93), $(87),
|
|||||||||||||||
$(269)
and $(158))
|
(121
|
)
|
(148
|
)
|
(442
|
)
|
(267
|
)
|
|||||||
Comprehensive Income
|
$
|
63,818
|
$
|
81,011
|
$
|
192,641
|
$
|
231,001
|
The
accompanying notes are an integral part of the
condensed
consolidated financial statements.
7
UNIT
CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 - BASIS OF PREPARATION AND PRESENTATION
The
accompanying unaudited condensed consolidated financial statements in this
quarterly report include the accounts of Unit Corporation and all its
subsidiaries and affiliates and have been prepared under the rules and
regulations of the SEC. The terms "company", "Unit," "we," "our" and
"us" refer to Unit Corporation, a Delaware corporation, and its subsidiaries
and
affiliates, except as otherwise indicated or as the context otherwise
requires.
The
accompanying interim condensed consolidated financial statements do not include
all the notes in our annual financial statements and, therefore, should be
read
in conjunction with the audited consolidated financial statements and notes
thereto included in our Form 10-K, filed March 1, 2007, for the year ended
December 31, 2006. The accompanying condensed consolidated financial
statements include all normal recurring adjustments that we consider necessary
to state fairly our financial position at September 30, 2007, results of
operations for the three and nine months ended September 30, 2007 and 2006
and cash flows for the nine months ended September 30, 2007 and 2006. All
intercompany transactions have been eliminated.
Our
financial statements are prepared in conformity with generally accepted
accounting principles (GAAP) in the U.S. Preparing financial
statements in conformity with GAAP requires us to make estimates and assumptions
that affect the amounts reported in our condensed consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
Results
for the three and nine months ended September 30, 2007 and 2006 are not
necessarily indicative of the results to be realized during the full year.
With
respect to the unaudited financial information of the company for the three
and
nine month periods ended September 30, 2007 and 2006, included in this quarterly
report, PricewaterhouseCoopers LLP reported that it applied limited procedures
in accordance with professional standards for a review of that
information. Its separate report dated November 1, 2007 which is included
in this quarterly report, states that it did not audit and it does not express
an opinion on that unaudited financial information. Accordingly, the
reliance placed on its report should be restricted in light of the limited
review procedures applied. PricewaterhouseCoopers LLP is not subject to
the liability provisions of Section 11 of the Securities Act of 1933 for its
report on the unaudited financial information because that report is not a
"report" or a "part" of a registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Act.
Before
January 1, 2006, we accounted for our stock-based compensation plans under
the
recognition and measurement principles of Accounting Principles Board No. 25
(APB 25), "Accounting for Stock Issued to Employees,” and related
Interpretations. Under APB 25, no stock-based employee compensation costs
relating to stock options were reflected in net income since all options granted
under the company’s plans had an exercise price equal to the market value of the
underlying common stock on the date of grant.
On
January 1, 2006, we adopted Statement of Financial Accounting Standards No.
123
(revised 2004), Share-Based Payment, (FAS 123(R)) to account for stock-based
employee compensation. FAS 123(R) eliminated the use of APB Opinion No. 25
and
the intrinsic value method of accounting for equity compensation and requires
companies to recognize in their financial statements the cost of employee
services received in exchange for equity awards based on the grant date fair
value of those awards. We elected to use the modified prospective method in
applying FAS123(R), which requires compensation expense to be recorded for
all
unvested stock options and other equity-based compensation beginning in the
first quarter of adoption. Financial statements for prior periods have not
been
restated. On adoption of FAS 123(R), we elected to use the
"short-cut" method to calculate the historical pool of windfall tax benefits
in
accordance with Financial Accounting Staff Position No. FAS 123(R)-3,
"Transition Election to Accounting for the Tax Effects of Share-Based Payment
Awards", issued on November 10, 2005. For all unvested options
outstanding as of January 1, 2006, the previously measured but unrecognized
compensation expense, based on the fair value at the original grant date, is
being recognized in the financial statements over the remaining vesting period.
For equity-based compensation awards granted or modified after December 31,
2005, compensation expense, based on the fair value on the date of grant or
modification will be recognized in our financial statements over the vesting
period. To the extent compensation cost relates to employees directly involved
in oil and natural gas acquisition, exploration and development activities,
these amounts are capitalized to oil and natural gas properties. Amounts not
capitalized to oil and natural gas properties are recognized in general and
administrative expense and operating costs of the company’s business segments.
We use the Black-Scholes option
8
pricing
model to measure the fair value of stock options and stock appreciation rights.
The value of restricted stock grants is based on the closing stock price
on the
date of the grant.
In
the
third quarter and first nine months of 2007, we recognized stock compensation
expense for restricted stock awards, stock appreciation rights and stock options
of $1.7 million and $3.3 million, respectively, and capitalized stock
compensation cost for oil and natural gas properties of $0.3 million and $0.6
million, respectively. The tax benefit related to this stock based compensation
was $0.6 million and $1.1 million for the third quarter and first nine months
of
2007, respectively. The remaining unrecognized compensation cost
related to unvested awards at September 30, 2007 is approximately $19.2 million
with $5.0 million of this amount to be capitalized. The weighted average period
of time over which this cost will be recognized is 1.4 years.
In
the
third quarter and first nine months of 2006, we recognized stock compensation
expense for restricted stock awards and stock options of $0.9 million and $2.2
million, respectively and capitalized stock compensation cost for oil and
natural gas properties of $0.2 million and $0.6 million, respectively. The
tax
benefit related to this stock based compensation was $0.3 million and $0.8
million, respectively for the third quarter and first nine months of
2006.
No
stock
appreciation rights were granted during the third quarters or first nine months
of 2007 and 2006.
No
stock
options were granted during the three month periods ending September 30, 2007
and 2006. The following table estimates the fair value of each stock option
granted during the nine months ended September 30, 2007 and 2006 using the
Black-Scholes model applying the estimated values presented in the
table:
Nine
Months Ended
|
|||||||
September
30,
|
|||||||
2007
|
2006
|
||||||
Options
Granted
|
28,000
|
33,000
|
|||||
Estimated
Fair Value (In Millions)
|
$
|
0.6
|
$
|
0.8
|
|||
Estimate
of Stock Volatility
|
0.33
|
0.38
|
|||||
Estimated
Dividend Yield
|
—
|
%
|
—
|
%
|
|||
Risk
Free Interest Rate
|
5.00
|
%
|
5.00
|
%
|
|||
Expected
Life Based on
|
|||||||
Prior
Experience (In Years)
|
5
|
3
to 7
|
Expected
volatilities are based on the historical volatility of our common stock. We
use
historical data to estimate stock option exercise and employee termination
rates
within the model and aggregates groups of employees that have similar historical
exercise behavior for valuation purposes. To date we have not paid dividends
on
our common stock. The risk free interest rate is computed from the United States
Treasury Strips rate using the term over which it is anticipated the grant
will
be exercised. Stock options granted in the first nine months of 2007
increased stock compensation expense for the third quarter and first nine months
of 2007 by $0.3 million and $0.5 million, respectively.
9
The
following table shows the fair value of restricted stock awards granted during
the three and nine month periods ended September 30, 2007 and 2006:
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
September
30,
|
September
30,
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Shares
Granted
|
409,932
|
—
|
415,432
|
—
|
|||||||||
Estimated
Fair Value (In Millions)
|
$
|
17.6
|
$
|
—
|
$
|
17.9
|
$
|
—
|
|||||
Percentage
of Shares Granted
|
|||||||||||||
Expected
to be Distributed
|
89
|
%
|
—
|
89
|
%
|
—
|
|||||||
The restricted stock awards granted in the first nine months of 2007 increased
stock compensation expense for the third quarter and first nine months of 2007
by $0.7 million.
NOTE
2 - EARNINGS PER SHARE
Basic
and
diluted earnings per share for the three month periods indicated were computed
as follows:
Weighted
|
||||||||||
Income
|
Shares
|
Per-Share
|
||||||||
(Numerator)
|
(Denominator)
|
Amount
|
||||||||
(In
thousands except per share amounts)
|
||||||||||
For
the Three Months Ended
|
||||||||||
September
30, 2007:
|
||||||||||
Basic
earnings per common share
|
$
|
64,061
|
46,382
|
$
|
1.38
|
|||||
Effect
of dilutive stock options
|
||||||||||
and
restricted stock shares
|
—
|
249
|
(0.01
|
)
|
||||||
Diluted
earnings per common share
|
$
|
64,061
|
46,631
|
$
|
1.37
|
|||||
For
the Three Months Ended
|
||||||||||
September
30, 2006:
|
||||||||||
Basic
earnings per common share
|
$
|
81,265
|
46,241
|
$
|
1.76
|
|||||
Effect
of dilutive stock options
|
||||||||||
and
restricted stock shares
|
—
|
203
|
(0.01
|
)
|
||||||
Diluted earnings per common share
|
$
|
81,265
|
46,444
|
$
|
1.75
|
The following stock options and their average exercise prices were not included
in the computation of diluted earnings per share for the three months ended
September 30, 2007 and 2006 because the option exercise prices were greater
than
the average market price of our common stock:
2007
|
2006
|
|||||||
Options
|
61,000
|
33,000
|
||||||
Average
Exercise Price
|
$
|
59.67
|
$
|
61.40
|
10
Basic
and
diluted earnings per share for the nine month periods indicated were computed
as
follows:
Weighted
|
||||||||||
Income
|
Shares
|
Per-Share
|
||||||||
(Numerator)
|
(Denominator)
|
Amount
|
||||||||
(In
thousands except per share amounts)
|
||||||||||
For
the Nine Months Ended
|
||||||||||
September
30, 2007:
|
||||||||||
Basic
earnings per common share
|
$
|
194,109
|
46,361
|
$
|
4.19
|
|||||
Effect
of dilutive stock options
|
||||||||||
and
restricted stock shares
|
—
|
259
|
(0.03
|
)
|
||||||
Diluted
earnings per common share
|
$
|
194,109
|
46,620
|
$
|
4.16
|
|||||
For
the Nine Months Ended
|
||||||||||
September
30, 2006:
|
||||||||||
Basic
earnings per common share
|
$
|
230,995
|
46,223
|
$
|
5.00
|
|||||
Effect
of dilutive stock options
|
||||||||||
and
restricted stock shares
|
—
|
206
|
(0.02
|
)
|
||||||
Diluted
earnings per common share
|
$
|
230,995
|
46,429
|
$
|
4.98
|
The
following stock options and their average exercise prices were not included
in
the computation of diluted earnings per share for the nine months ended
September 30, 2007 and 2006 because the option exercise prices were greater
than
the average market price of our common stock:
2007
|
2006
|
|||||||
Options
|
61,000
|
29,500
|
||||||
Average
Exercise Price
|
$
|
59.67
|
$
|
62.29
|
11
NOTE
3 – ACQUISITION
On
June
5, 2007, our subsidiary, Unit Drilling Company, closed the purchase of a
privately owned drilling company operating primarily in the Texas Panhandle.
The
acquisition included nine drilling rigs, drill pipe and collars, a fleet of
11
trucks, an office, shop, equipment yard and personnel. The drilling
rigs range from 800 horsepower to 1,000 horsepower with depth capacities rated
from 10,000 to 15,000 feet. Eight of the drilling rigs acquired are
operational and the remaining drilling rig is being refurbished and should
be
operational during the fourth quarter of 2007. Results of operations
for the acquired company are included in our statement of income (beginning
June
5, 2007). The total purchase price paid in this acquisition was
allocated as follows (in thousands):
Drilling
Rigs
|
$
|
39,326
|
|||
Spare
Drilling Equipment
|
1,613
|
||||
Drill
Pipe and Collars
|
7,784
|
||||
Trucks
|
1,551
|
||||
Other
Vehicles
|
190
|
||||
Yard
and Office
|
846
|
||||
Goodwill
|
5,285
|
||||
Deferred
Income Taxes
|
(18,095
|
)
|
|||
Total
Consideration
|
$
|
38,500
|
NOTE
4 – LONG-TERM DEBT AND OTHER LONG-TERM LIABILITIES
Long-Term Debt
As
of September 30, 2007 and December 31, 2006, long-term debt consisted of the
following:
September
30,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(In
thousands)
|
|||||||
Revolving
Credit Facility,
|
|||||||
with
Interest at September 30, 2007 and
|
|||||||
December
31, 2006 of 6.4%
|
$
|
153,600
|
$
|
174,300
|
|||
Less
Current Portion
|
—
|
—
|
|||||
Total
Long-Term Debt
|
$
|
153,600
|
$
|
174,300
|
|||
On
May
24, 2007, we entered into a First Amended and Restated Senior Credit Agreement
(Credit Facility) with a maximum credit amount of $400.0 million maturing on
May
24, 2012. Borrowings under the Credit Facility are limited to a commitment
amount elected by us. As of September 30, 2007, the commitment amount was $275.0
million. We
are charged a commitment fee of 0.25 to 0.375 of 1% on the amount available
but
not borrowed with the rate varying based on the amount borrowed as a percentage
of the total borrowing base amount. We incurred origination, agency and
syndication fees of $737,500 at the inception of the Credit
Facility. These fees are being amortized over the life of the
agreement. The average interest rate for the third quarter and first nine months
of 2007 was 6.1%. At September 30, 2007 and October 29, 2007, borrowings were
$153.6 million and $158.6 million, respectively.
The
borrowing base under the Credit Facility is subject to redetermination on April
1 and October 1 of each year. The current borrowing base as determined by the
lenders is $425.0 million. Each redetermination is based primarily on a
percentage of the discounted future value of the company’s oil and natural gas
reserves, as
12
At
Unit’s
election, any part of the outstanding debt may be fixed at a London Interbank
Offered Rate (LIBOR) for a 30, 60, 90 or 180 day term. During any LIBOR funding
period the outstanding principal balance of the note to which LIBOR options
apply may be repaid on three days prior notice to the administrative agent
and
subject to the payment of any applicable funding indemnification amounts.
Interest on the LIBOR is computed at the LIBOR base applicable for the interest
period plus 1.00% to 1.75% depending on the level of debt as a percentage of
the
borrowing base and payable at the end of each term, or every 90 days, whichever
is less. Borrowings not under LIBOR bear interest at the BOK Financial
Corporation (BOKF) National Prime Rate payable at the end of each month and
the
principal borrowed may be paid anytime in part or in whole without premium
or
penalty. At September 30, 2007, all of the $153.6 million of the company's
borrowings was subject to LIBOR.
The
Credit Facility includes prohibitions against:
|
.
|
the
payment of dividends (other than stock dividends) during any fiscal
year
in excess of 25% of the company’s consolidated net income for the
preceding fiscal year;
|
|
.
|
the
incurrence of additional debt with certain limited exceptions;
and
|
|
.
|
the
creation or existence of mortgages or liens, other than those in
the
ordinary course of business, on any of the company’s property, except in
favor of the company’s lenders.
|
The
Credit Facility also requires that we have at the end of each
quarter:
|
.
|
consolidated
net worth of at least $900 million;
|
|
.
|
a
current ratio (as defined in the Credit Facility) of not less than
1 to 1;
and
|
|
.
|
a
leverage ratio of long-term debt to consolidated EBITDA (as defined
in the
Credit Facility) for the most recently ended rolling four fiscal
quarters
of no greater than 3.50 to 1.0.
|
On
September 30, 2007, we were in compliance with the Credit Facility’s
covenants.
Other Long-Term Liabilities
Other long-term liabilities consisted of the following:
September
30,
|
December
31,
|
||||||
|
|
|
2007
|
|
|
2006
|
|
|
|
(In
thousands)
|
|||||
Plugging
Liability
|
|
$
|
30,762
|
|
$
|
33,692
|
|
Workers’
Compensation
|
|
|
22,646
|
|
|
22,157
|
|
Separation
Benefit Plans
|
|
4,248
|
|
3,516
|
|
||
Deferred
Compensation Plan
|
|
|
2,969
|
|
|
2,544
|
|
Gas
Balancing Liability
|
|
|
1,080
|
|
|
1,080
|
|
Retirement
Agreement
|
|
|
905
|
|
|
1,386
|
|
|
|
|
62,610
|
|
|
64,375
|
|
Less
Current Portion
|
|
|
10,475
|
|
|
8,634
|
|
Total
Other Long-Term Liabilities
|
|
$
|
52,135
|
|
$
|
55,741
|
|
13
Estimated
annual principle payments under the terms of long-term debt and other long-term
liabilities for the twelve month periods beginning October 1, 2007 through
2012
are $10.5 million, $4.5 million, $2.0 million, $2.0 million and $155.7 million,
respectively. Based on the borrowing rates currently available to the company
for debt with similar terms and maturities, long-term debt at September 30,
2007
approximates its fair value.
NOTE
5 – ASSET RETIREMENT OBLIGATIONS
Under Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations” (FAS 143) we are required to record the fair value of
liabilities associated with the retirement of long-lived assets. We own oil
and
natural gas properties which require cash to plug and abandon the wells when
the
oil and natural gas reserves in the wells are depleted or the wells are no
longer able to produce. These expenditures under FAS 143 are recorded in the
period in which the liability is incurred (at the time the wells are drilled
or
acquired). We do not have any assets restricted for the purpose of settling
these plugging liabilities.
The following table shows the activity for the nine months ended September
30,
2007 and 2006 relating to our retirement obligation for plugging
liability:
Nine
Months Ended
|
|||||||
2007
|
2006
|
||||||
(In
Thousands)
|
|||||||
Plugging
Liability, January 1:
|
$
|
33,692
|
$
|
22,015
|
|||
Accretion
of Discount
|
1,326
|
1,091
|
|||||
Liability
Incurred
|
1,274
|
2,835
|
|||||
Liability
Settled
|
(1,382
|
)
|
(156
|
)
|
|||
Revision
of Estimates
|
(4,148
|
)
|
6,061
|
||||
Plugging
Liability, September 30
|
30,762
|
31,846
|
|||||
Less
Current Portion
|
1,678
|
643
|
|||||
Total
Long-Term Plugging Liability
|
$
|
29,084
|
$
|
31,203
|
NOTE
6 - NEW ACCOUNTING PRONOUNCEMENTS
In
September 2006, the FASB issued Statement No. 157 (FAS 157), "Fair Value
Measurements”. FAS 157 establishes a common definition for fair value to be
applied to GAAP guidance requiring use of fair value, establishes a framework
for measuring fair value, and expands the disclosure about fair value
measurements. FAS 157 is effective for fiscal years beginning after November
15,
2007. We are assessing the impact of FAS 157 on our statement of income,
financial condition and cash flows.
14
In
February 2007, the FASB issued Statement No. 159 (FAS 159), "The Fair Value
Option for Financial Assets and Financial Liabilities — Including an
amendment of FASB Statement No. 115”, which permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates. A business entity is required to report unrealized
gains and losses on items for which the fair value option has been elected
in
earnings at each subsequent reporting date. This statement is expected to expand
the use of fair value measurement. FAS 159 is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years, and is applicable beginning in the first
quarter of 2008. We are assessing the impact of FAS 159 on our statement of
income, financial condition and cash flows.
NOTE
7 – GOODWILL
Goodwill represents the excess of the cost of acquisitions over the fair value
of the net assets acquired. We incurred goodwill of $5.3 million as a result
of
the acquisition which closed on June 5, 2007. An annual impairment test is
performed in the fourth quarter to determine whether the fair value has
decreased and additionally when events indicate an impairment may have occurred.
Goodwill is all related to our drilling segment.
NOTE
8 – HEDGING ACTIVITY
We
periodically enter into derivative commodity instruments to hedge our exposure
to the fluctuations in the prices we receive for our oil and natural gas
production and mid-stream activities. These instruments include regulated
natural gas and crude oil futures contracts traded on the NYMEX and
over-the-counter swaps and basic hedges with major energy derivative product
specialists.
In
June 2007, we entered into natural gas liquids sales swaps and natural gas
purchase swaps to lock in a percentage of our mid-stream segment’s fractionation
spread for natural gas processed. The fractionation spread is the difference
in
the value received for liquids recovered from natural gas in comparison to
the
amount received for the equivalent Million British thermal units (MMBtu’s) of
natural gas if unprocessed. These swaps pertain to approximately 65% of our
mid-stream segments total liquid sales. The following table provides additional
information pertaining to the swap contracts for the time periods covering
July
through November of 2007:
Commodity
|
Quantity
|
Price
|
Underlying
Commodity Price
|
Ethane
|
623,868
gal./month
|
$
0.6225
|
OPIS
Ethane Conway
|
Propane
|
396,690
gal./month
|
$
1.1475
|
OPIS
Propane Conway
|
Propane
|
396,690
gal./month
|
$
1.15
|
OPIS
Propane Conway
|
Iso
Butane
|
61,782
gal./month
|
$
1.2625
|
OPIS
Iso Butane Conway
|
Iso
Butane
|
61,782
gal./month
|
$
1.2975
|
OPIS
Iso Butane Conway
|
Normal
Butane
|
163,632
gal./month
|
$
1.2975
|
OPIS
Normal Butane Conway
|
Normal
Butane
|
163,632
gal./month
|
$
1.27
|
OPIS
Normal Butane Conway
|
Natural
Gasoline
|
411,012
gal./month
|
$
1.7375
|
OPIS
Nat. Gas Conway In-Well
|
Natural
Gas
|
107,710
MMBtu/month
|
$
7.00
|
IF
PEPL Natural Gas
|
Natural
Gas
|
107,710
MMBtu/month
|
$
7.04
|
IF
PEPL Natural Gas
|
All of these swaps are cash flow hedges and there is no material amount of
ineffectiveness. The fair value of the swap contracts was recognized on the
September 30, 2007 balance sheet as a derivative liability of $1.6 million
and a
loss of $1.0 million, net of tax, in accumulated other comprehensive income
for
the nine months ended September 30, 2007.
15
First
Contract:
|
||||
Production
volume covered
|
10,000
MMBtu/day
|
|||
Period
covered
|
March
through December of 2007
|
|||
Prices
|
Floor
of $6.00 and a ceiling of $10.00
|
|||
Underlying
commodity price
|
Centerpoint
Energy Gas Transmission Co.,
|
|||
East
– Inside FERC
|
||||
Second
Contract:
|
||||
Production
volume covered
|
10,000
MMBtu/day
|
|||
Period
covered
|
March
through December of 2007
|
|||
Prices
|
Floor
of $6.25 and a ceiling of $9.25
|
|||
Underlying
commodity price
|
Centerpoint
Energy Gas Transmission Co.,
|
|||
East
– Inside FERC
|
In
December 2006, we also entered into the following natural gas hedging
transaction:
Contract:
|
|||
Production
volume covered
|
10,000
MMBtu/day
|
||
Period
covered
|
January
through December of 2007
|
||
Prices
|
Floor
of $6.00 and a ceiling of $9.60
|
||
Underlying
commodity price
|
Centerpoint
Energy Gas Transmission Co.,
|
||
East
– Inside FERC
|
All of these hedges are cash flow hedges and there is no material amount of
ineffectiveness. The fair value of the collar contracts was recognized on the
September 30, 2007 balance sheet as a derivative asset of $1.1 million and
at a
gain of $0.7 million, net of tax, in accumulated other comprehensive income
for
the nine months ended September 30, 2007.
In
February 2005, we entered into an interest rate swap to help manage exposure
to
possible future interest rate increases under our Credit Facility. The contract
swaps $50.0 million of variable rate debt to fixed rate debt and covers the
period from March 1, 2005 through January 30, 2008. The fixed rate is based
on
three-month LIBOR and is at 3.99%. The swap is a cash flow hedge. As a result
of
this interest rate swap, in the third quarter and first nine months of 2007,
our
interest expense was decreased by $0.2 million and $0.5 million,
respectively. Our interest expense was decreased by $0.2 million in
the third quarter of 2006 and $0.4 million for the nine months ended September
30, 2006. The fair value of the swap was recognized on the September 30, 2007
balance sheet as current and non-current derivative assets totaling $0.3 million
and a gain of $0.2 million, net of tax, in accumulated other comprehensive
income for the nine months ended September 30, 2007.
NOTE
9 - INDUSTRY SEGMENT INFORMATION
We
have
three main business segments:
. Contract
Drilling,
. Oil
and Natural Gas and
. Mid-Stream
These three segments represent our three main business units offering different
products and services. The Contract Drilling segment is engaged in the land
contract drilling of oil and natural gas wells, the Oil and Natural Gas segment
is engaged in the development, acquisition and production of oil and natural
gas
properties and the Mid-Stream segment is engaged in the buying, selling,
gathering, processing and treating of natural gas.
16
We
evaluate the performance of these operating segments based on operating income,
which is defined as operating revenues less operating expenses and depreciation,
depletion and amortization. Our natural gas production in Canada is not
significant. Information regarding our segment operations for the three and
nine
months ended September 30, 2007 and 2006 is as follows:
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
|
September
30,
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||||
(In
thousands)
|
|||||||||||||||
Revenues:
|
|||||||||||||||
Contract
drilling
|
$
|
169,780
|
$
|
196,953
|
$
|
503,580
|
$
|
550,428
|
|||||||
Elimination
of inter-segment
|
|||||||||||||||
revenue
|
12,011
|
14,492
|
31,177
|
30,629
|
|||||||||||
Contract
drilling net of
|
|||||||||||||||
inter-segment
revenue
|
157,769
|
182,461
|
472,403
|
519,799
|
|||||||||||
Oil
and natural gas
|
95,231
|
91,238
|
277,680
|
267,518
|
|||||||||||
Gas
gathering and processing
|
40,042
|
29,045
|
112,908
|
83,303
|
|||||||||||
Elimination
of inter-segment
|
|||||||||||||||
revenue
|
7,258
|
3,407
|
13,587
|
10,463
|
|||||||||||
Gas
gathering and processing
|
|||||||||||||||
net
of inter-segment revenue
|
32,784
|
25,638
|
99,321
|
72,840
|
|||||||||||
Other
(1)
|
551
|
557
|
842
|
2,894
|
|||||||||||
Total
revenues
|
$
|
286,335
|
$
|
299,894
|
$
|
850,246
|
$
|
863,051
|
|||||||
Operating
Income (2):
|
|||||||||||||||
Contract
drilling
|
$
|
65,025
|
$
|
90,463
|
$
|
202,244
|
$
|
243,689
|
|||||||
Oil
and natural gas
|
39,833
|
42,121
|
115,612
|
131,884
|
|||||||||||
Gas
gathering and processing
|
1,651
|
1,785
|
4,398
|
5,087
|
|||||||||||
Total
operating income
|
106,509
|
134,369
|
322,254
|
380,660
|
|||||||||||
General
and administrative
|
|||||||||||||||
expense
|
(5,355
|
)
|
(4,630
|
)
|
(15,784
|
)
|
(12,998
|
)
|
|||||||
Interest
expense
|
(1,797
|
)
|
(1,228
|
)
|
(5,167
|
)
|
(3,235
|
)
|
|||||||
Other
income - net
|
551
|
557
|
842
|
2,894
|
|||||||||||
Income
before income
|
|||||||||||||||
taxes
|
$
|
99,908
|
$
|
129,068
|
$
|
302,145
|
$
|
367,321
|
|
(1)
|
Includes
a $1.0 million gain recognized in the first quarter of 2006 from
insurance
proceeds on the loss of a drilling rig from a blow out and fire in
January
2006.
|
|
(2)
|
Operating
income is total operating revenues less operating expenses, depreciation,
depletion and amortization and does not include non-operating revenues,
general corporate expenses, interest expense or income
taxes.
|
17
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Shareholders
Unit
Corporation
We
have
reviewed the accompanying condensed consolidated balance sheet of Unit
Corporation and its subsidiaries as of September 30, 2007, and the related
condensed consolidated statements of income and comprehensive income for each
of
the three-month and nine-month periods ended September 30, 2007 and 2006 and
the
condensed consolidated statements of cash flows for the nine-month periods
ended
September 30, 2007 and 2006. These interim financial statements are the
responsibility of the company’s management.
We
conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States),
the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
Based
on
our review, we are not aware of any material modifications that should be made
to the accompanying condensed consolidated interim financial statements for
them
to be in conformity with accounting principles generally accepted in the United
States of America.
We
previously audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet
as of
December 31, 2006, and the related consolidated statements of income,
shareholders’ equity and of cash flows for the year then ended (not presented
herein), and in our report dated March 1, 2007 we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 2006, is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.
PricewaterhouseCoopers
LLP
Tulsa,
Oklahoma
November
1, 2007
18
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
Management’s Discussion and Analysis (MD&A) provides an understanding of
operating results and financial condition by focusing on changes in key measures
from year to year. MD&A is organized in the following sections:
• Financial Condition
|
• Results of Operations
|
• New Accounting
Pronouncements
|
MD&A should be read in conjunction with the condensed consolidated financial
statements and related notes included in this report as well as the information
contained in our Annual Report on Form 10-K.
Unless otherwise indicated or required by the content, as used in this report,
the terms company, Unit, us, our, we and its refer to Unit Corporation and,
as
appropriate, and/or one or more of its subsidiaries.
FINANCIAL
CONDITION
Summary. Our financial condition and liquidity depends on the cash
flow from our three principal business segments (and our subsidiaries that
carry
out those operations) and borrowings under our bank credit
facility.
Our cash flow is influenced mainly by:
• the prices we receive for our natural gas production and, to
a lesser extent, the prices we receive for our oil
production;
|
• the quantity of natural gas and oil we
produce;
|
• the demand for and the dayrates we receive for our drilling
rigs; and
|
• the margins we obtain from our natural gas gathering and
processing contracts.
|
Our three principal business segments are:
• contract drilling carried out by our subsidiaries Unit
Drilling Company and its subsidiaries Unit Texas
Drilling,
|
L.L.C.
and Leonard Hudson Drilling Company;
|
• oil and natural gas exploration, carried out by our
subsidiary Unit Petroleum Company; and its subsidiaries;
and
|
• mid stream operations (consisting of natural gas buying,
selling, gathering, processing and treating) carried
out
|
by
our
subsidiary Superior Pipeline Company,
L.L.C.
|
19
The
following is a
summary of certain financial information as of September 30, 2007 and 2006
and
for the nine months ended September 30, 2007 and 2006:
|
|
|
September
30,
|
|
|
September
30,
|
|
|
Percent
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Change
|
|
|
(In
thousands except percent amounts)
|
|||||||||
Working
Capital
|
|
$
|
48,159
|
|
$
|
96,760
|
|
|
(50
|
)%
|
Long-Term
Debt
|
$
|
153,600
|
$
|
145,100
|
6
|
%
|
||||
Shareholders’
Equity
|
|
$
|
1,358,611
|
|
$
|
1,074,561
|
|
|
26
|
%
|
Ratio
of Long-Term Debt to Total Capitalization
|
|
|
10
|
%
|
|
12
|
%
|
|
(17
|
)%
|
Net
Income
|
|
$
|
194,109
|
|
$
|
230,995
|
|
|
(16
|
)%
|
Net
Cash Provided by Operating Activities
|
|
$
|
389,379
|
|
$
|
349,599
|
|
|
11
|
%
|
Net
Cash Used in Investing Activities
|
|
$
|
(379,546
|
)
|
$
|
(347,508
|
)
|
|
9
|
%
|
Net
Cash Used in Financing Activities
|
$
|
(9,569
|
)
|
$
|
(2,432
|
)
|
|
293
|
%
|
The following table summarizes certain operating information for the nine months
ended September 30, 2007 and 2006:
|
|
September
30,
|
|
September
30,
|
|
|
Percent
|
|
||
|
|
2007
|
|
2006
|
|
|
Change
|
|
||
Oil
Production (MBbls)
|
|
|
1,260
|
|
|
1,062
|
|
|
19
|
%
|
Natural
Gas Production (MMcf)
|
|
|
32,507
|
|
|
32,350
|
|
|
—
|
%
|
Average
Oil Price Received
|
|
$
|
54.90
|
|
$
|
57.18
|
|
|
(4
|
)%
|
Average
Oil Price Received Excluding Hedges
|
|
$
|
54.90
|
|
$
|
57.18
|
|
|
(4
|
)%
|
Average
Natural Gas Price Received
|
|
$
|
6.30
|
|
$
|
6.28
|
|
|
—
|
%
|
Average
Natural Gas Price Received Excluding Hedges
|
|
$
|
6.24
|
|
$
|
6.28
|
|
|
(1
|
)%
|
Average
Number of Our Drilling Rigs in Use During
|
||||||||||
the
Period
|
|
|
98.4
|
|
|
109.8
|
|
|
(10
|
)%
|
Total
Number of Drilling Rigs Available at the End
|
||||||||||
of
the Period
|
|
|
128
|
|
|
116
|
|
|
10
|
%
|
Average
Dayrate
|
$
|
18,858
|
$
|
18,442
|
2
|
%
|
||||
Gas
Gathered—MMBtu/day
|
|
|
221,943
|
|
|
245,435
|
|
|
(10
|
)%
|
Gas
Processed—MMBtu/day
|
|
|
47,432
|
|
|
27,226
|
|
|
74
|
%
|
Gas
Liquids Sold—Gallons/day
|
115,781
|
57,840
|
100
|
%
|
||||||
Number
of Active Natural Gas Gathering Systems
|
|
|
36
|
|
|
37
|
|
|
(3
|
)%
|
Number
of Active Processing Systems
|
7
|
7
|
—
|
%
|
At
September 30, 2007, we had unrestricted cash totaling $0.9 million and we had
borrowed $153.6 million of the $275.0 million we have elected to have available
under our Credit Facility.
Our Bank Credit Facility. On May 24, 2007, we entered into a First
Amended and Restated Senior Credit Agreement (Credit Facility) which amended
and
restated the credit facility entered into between us and our lenders on January
30, 2004. The Credit Facility is a revolving credit facility maturing
on May 24, 2012 and has a maximum credit amount of $400.0 million. Borrowings
under the Credit Facility are limited to a commitment amount elected by us.
On
May 24, 2007, we elected to have an initial aggregate commitment amount of
$275.0 million.
We are
charged a commitment fee of 0.25 to 0.375 of 1% on the amount
available but not borrowed with the rate varying based on the amount borrowed
as
a percentage of our total borrowing base amount. We incurred origination, agency
and syndication fees of $737,500 at the inception of the Credit Facility. These
fees are being amortized over the life of the agreement. The average interest
rate for the first nine months of 2007 was 6.1%. At September 30,
2007 and October 29, 2007, our borrowings were $153.6 million and $158.6
million, respectively.
The
borrowing base under the Credit Facility is subject to re-determination on
April
1 and October 1 of each year. The current borrowing base as determined by the
lenders is $425.0 million. Each redetermination is based primarily on a
percentage of the discounted future value of our oil and natural gas reserves,
as determined by the lenders, and, to a lesser extent, the loan value the
lenders reasonably attribute to the cash flow (as defined in the Credit
Facility) of our mid-stream operations. The company or the lenders
may request a one time special redetermination of the borrowing base by each
scheduled redetermination date. In addition, we may request a
20
At
Unit’s
election, any part of the outstanding debt may be fixed at LIBOR for a 30,
60,
90 or 180 day term. During any LIBOR funding period the outstanding principal
balance of the note to which such LIBOR option applies may be repaid on three
days prior notice to the administrative agent and subject to the payment of
any
applicable funding indemnification amounts. Interest on the LIBOR is computed
at
the LIBOR Base applicable for the interest period plus 1.00% to 1.75% depending
on the level of debt as a percentage of the borrowing base and payable at the
end of each term, or every 90 days, whichever is less. Borrowings not under
the
LIBOR bear interest at the BOKF National Prime Rate payable at the end of each
month and the principal borrowed may be paid anytime in part or in whole without
premium or penalty. At September 30, 2007, all of the $153.6 million we had
borrowed was subject to LIBOR.
The
Credit Facility includes prohibitions against:
|
.
|
the
payment of dividends (other than stock dividends) during any fiscal
year
in excess of 25% of our consolidated net income for the preceding
fiscal
year,
|
|
.
|
the
incurrence of additional debt with certain limited exceptions,
and
|
|
.
|
the
creation or existence of mortgages or liens, other than those in
the
ordinary course of business, on any of our property, except in favor
of
our lenders.
|
The
Credit Facility also requires that we have at the end of each
quarter:
|
.
|
consolidated
net worth of at least $900 million,
|
|
.
|
a
current ratio (as defined in the Credit Facility) of not less than
1 to 1,
and
|
|
.
|
a
leverage ratio of long-term debt to consolidated EBITDA (as defined
in the
Credit Facility) for the most recently ended rolling four fiscal
quarters
of no greater than 3.50 to 1.0.
|
On
September 30, 2007, we were in compliance with the Credit Facility’s
covenants.
In
February 2005, we entered into an interest rate swap to help manage our exposure
to possible future interest rate increases. The contract swaps $50.0 million
of
variable rate debt to fixed and covers the period from March 1, 2005 through
January 30, 2008. The fixed rate is 3.99%. The swap is a cash flow hedge. As
a
result of this interest rate swap, our interest expense was decreased by $0.5
million in the first nine months of 2007. The fair value of the swap was
recognized on the September 30, 2007 balance sheet as current derivative assets
totaling $0.3 million and a gain of $0.2 million, net of tax, in accumulated
other comprehensive income.
In
October 2007, we entered into an interest rate swap to help manage our exposure
to possible future interest rate increases. The contract swaps $15.0 million
of
variable rate debt to fixed rate debt and covers the period from December 1,
2007 through May 31, 2012. The fixed rate is based on three-month LIBOR and
is
at 4.53%.
21
Contractual Commitments.
At September 30, 2007 we had the following contractual obligations:
Payments
Due by Period
|
||||||||||||||||||
Less
|
||||||||||||||||||
Contractual
|
Than
1
|
2-3
|
4-5
|
After
5
|
||||||||||||||
Obligations
|
Total
|
Year
|
Years
|
Years
|
Years
|
|||||||||||||
(In
thousands)
|
||||||||||||||||||
Bank
Debt (1)
|
$
|
198,702
|
$
|
9,395
|
$
|
19,584
|
$
|
169,723
|
$
|
—
|
||||||||
Retirement
Agreements (2)
|
905
|
727
|
178
|
—
|
—
|
|||||||||||||
Operating
Leases (3)
|
3,904
|
1,504
|
2,091
|
309
|
—
|
|||||||||||||
Drill
Pipe, Drilling Rigs and
|
||||||||||||||||||
Equipment
Purchases (4)
|
13,337
|
13,337
|
—
|
—
|
—
|
|||||||||||||
Total
Contractual
|
||||||||||||||||||
Obligations
|
$
|
216,848
|
$
|
24,963
|
$
|
21,853
|
$
|
170,032
|
$
|
—
|
|
(1)
|
See
the previous discussion in Management Discussion and Analysis regarding
our bank credit facility. This obligation is presented in accordance
with
the terms of the credit facility and includes interest calculated
at the
September 30, 2007 interest rate of 5.6% including the effect of
the
interest rate swap related to $50.0 million of the outstanding
debt.
|
|
(2)
|
In
the second quarter of 2001, we recorded $1.3 million in additional
employee benefit expense for the present value of a separation agreement
made in connection with the retirement of King Kirchner from his
position
as Chief Executive Officer. The liability associated with this expense,
including accrued interest, is paid in monthly installments of $25,000
which started in July 2003 and will continue through June 2009. In
the
first quarter of 2004, we acquired a liability for the present value
of a
separation agreement between PetroCorp Incorporated and one of its
previous officers. The liability associated with this agreement is
paid in
quarterly installments of $12,500 through December 31, 2007. In the
first
quarter of 2005, we recorded $0.7 million in additional employee
benefit
expense for the present value of a separation agreement made in connection
with the retirement of John Nikkel from his position as Chief Executive
Officer. The liability associated with this expense, including accrued
interest, is paid in monthly installments of $31,250 which started
in
November 2006 and will continue through October 2008. These liabilities
as
presented above are undiscounted.
|
|
(3)
|
We
lease office space in Tulsa and Woodward, Oklahoma; Houston and Midland,
Texas; and Denver, Colorado under the terms of operating leases expiring
through January 31, 2012. Additionally, we have several equipment
leases
and lease space on short-term commitments to stack excess drilling
rig
equipment and production inventory.
|
|
(4)
|
Due
to the potential for limited availability of new drill pipe within
the
industry, we have committed to purchase approximately $9.3 million
of
drill pipe and drill collars. We have also committed to
purchase $3.1 million of drilling rig components with 20% or $0.6
million
paid through September 30, 2007. We have committed to purchase
approximately 75 vehicles within the next 9 months for approximately
$1.5
million.
|
22
At
September 30, 2007, we also had the following commitments and contingencies
that
could create, increase or accelerate our liabilities:
Amount
of Commitment Expiration
|
||||||||||||||||||||
Per
Period
|
||||||||||||||||||||
Total
|
||||||||||||||||||||
Amount
|
||||||||||||||||||||
Committed
|
Less
|
|||||||||||||||||||
Other
|
Or
|
Than
1
|
2-3
|
4-5
|
After
5
|
|||||||||||||||
Commitments
|
Accrued
|
Year
|
Years
|
Years
|
Years
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Deferred
Compensation
|
||||||||||||||||||||
Agreement
(1)
|
$
|
2,969
|
Unknown
|
Unknown
|
Unknown
|
Unknown
|
||||||||||||||
Separation
Benefit
|
||||||||||||||||||||
Agreement
(2)
|
$
|
4,248
|
Unknown
|
Unknown
|
Unknown
|
Unknown
|
||||||||||||||
Plugging
Liability (3)
|
$
|
30,762
|
$
|
1,678
|
$
|
1,851
|
$
|
2,638
|
$
|
24,595
|
||||||||||
Gas
Balancing
|
||||||||||||||||||||
Liability
(4)
|
$
|
1,080
|
Unknown
|
Unknown
|
Unknown
|
Unknown
|
||||||||||||||
Repurchase
|
||||||||||||||||||||
Obligations
(5)
|
Unknown
|
Unknown
|
Unknown
|
Unknown
|
Unknown
|
|||||||||||||||
Workers’
Compensation
|
||||||||||||||||||||
Liability
(6)
|
$
|
22,646
|
$
|
8,070
|
$
|
4,467
|
$
|
1,480
|
$
|
8,629
|
|
(1)
|
We
provide a salary deferral plan which allows participants to defer
the
recognition of salary for income tax purposes until actual distribution
of
benefits, which occurs at either termination of employment, death
or
certain defined unforeseeable emergency hardships. We recognize
payroll
expense and record a liability, included in other long-term liabilities
in
our condensed consolidated balance sheet, at the time of
deferral.
|
|
(2)
|
Effective
January 1, 1997, we adopted a separation benefit plan ("Separation Plan”).
The Separation Plan allows eligible employees whose employment
with us is
involuntarily terminated or, in the case of an employee who has
completed
20 years of service, voluntarily or involuntarily terminated, to
receive
benefits equivalent to 4 weeks salary for every whole year of service
completed with the company up to a maximum of 104 weeks. To receive
payments the recipient must waive any claims against us in exchange
for
receiving the separation benefits. On October 28, 1997, we adopted
a
Separation Benefit Plan for Senior Management ("Senior Plan”). The Senior
Plan provides certain officers and key executives of the company
with
benefits generally equivalent to the Separation Plan. The Compensation
Committee of the Board of Directors has absolute discretion in
the
selection of the individuals covered in this plan. On May 5, 2004
we also
adopted the Special Separation Benefit Plan ("Special Plan”). This plan is
identical to the Separation Benefit Plan with the exception that
the
benefits under the plan vest on the earliest of a participant’s reaching
the age of 65 or serving 20 years with the company. At September
30, 2007,
there were 31 eligible employees to participate in the
plan.
|
|
(3)
|
When
a well is drilled or acquired, under Financial Accounting Standards
No.
143, "Accounting for Asset Retirement Obligations” (FAS 143), we have
recorded the fair value of liabilities associated with the retirement
of
long-lived assets (mainly plugging and abandonment costs for our
depleted
wells).
|
|
(4)
|
We
have recorded a liability for certain properties where we believe
there
are insufficient oil and natural gas reserves available to allow
the
under-produced owners to recover their under-production from future
production volumes.
|
|
(5)
|
We
formed The Unit 1984 Oil and Gas Limited Partnership and the 1986
Energy
Income Limited Partnership along with private limited partnerships
(the
"Partnerships”) with certain qualified employees, officers and directors
from 1984 through 2007, with a subsidiary of ours serving as general
partner. The Partnerships were formed for the purpose of conducting
oil
and natural gas
|
23
(5) - cont. | acquisition, drilling and development operations and serving as co-general partner with us in any additional limited partnerships formed during that year. The Partnerships participated on a proportionate basis with us in most drilling operations and most producing property acquisitions commenced by us for our own account during the period from the formation of the Partnership through December 31 of that year. These partnership agreements require, on the election of a limited partner, that we repurchase the limited partner’s interest at amounts to be determined by appraisal in the future. Such repurchases in any one year are limited to 20% of the units outstanding. We made repurchases of $7,000, $4,000 and $14,000 in 2006, 2005 and 2004, respectively and have not had any repurchases in 2007. |
|
(6)
|
We
have recorded a liability for future estimated payments related
to
workers’ compensation claims primarily associated with our contract
drilling segment.
|
Hedging. Periodically we hedge the prices
we will receive for a portion of our future natural gas and oil production
and
mid-stream activities. We do so in an attempt to reduce the impact and
uncertainty that price variations have on our cash flow.
In
June 2007, we entered into the following natural gas liquids sales swaps and
natural gas purchase swaps to lock in a percentage of our mid-stream segment’s
fractionation spread for natural gas processed. The fractionation spread is
the
difference in the value received for liquids recovered from natural gas in
comparison to the amount received for the equivalent MMBtu’s of natural gas if
unprocessed. These swaps pertain to approximately 65% of our mid-stream segments
total liquid sales. The following table provides additional information
pertaining to the swap contracts for the time periods covering July through
November of 2007:
Commodity
|
Quantity
|
Price
|
Underlying
Commodity Price
|
Ethane
|
623,868
gal./month
|
$
0.6225
|
OPIS
Ethane Conway
|
Propane
|
396,690
gal./month
|
$
1.1475
|
OPIS
Propane Conway
|
Propane
|
396,690
gal./month
|
$
1.15
|
OPIS
Propane Conway
|
Iso
Butane
|
61,782
gal./month
|
$
1.2625
|
OPIS
Iso Butane Conway
|
Iso
Butane
|
61,782
gal./month
|
$
1.2975
|
OPIS
Iso Butane Conway
|
Normal
Butane
|
163,632
gal./month
|
$
1.2975
|
OPIS
Normal Butane Conway
|
Normal
Butane
|
163,632
gal./month
|
$
1.27
|
OPIS
Normal Butane Conway
|
Natural
Gasoline
|
411,012
gal./month
|
$
1.7375
|
OPIS
Nat. Gas Conway In-Well
|
Natural
Gas
|
107,710
MMBtu/month
|
$
7.00
|
IF
PEPL Natural Gas
|
Natural
Gas
|
107,710
MMBtu/month
|
$
7.04
|
IF
PEPL Natural Gas
|
All of these swaps are cash flow hedges and there is no material amount of
ineffectiveness. The fair value of the swap contracts was recognized on the
September 30, 2007 balance sheet as a derivative liability of $1.6 million
and a
loss of $1.0 million, net of tax, in accumulated other comprehensive income
for
the nine months ended September 30, 2007.
In
January and February 2007, we entered into the following two natural gas collar
contracts:
First
Contract:
|
||||
Production
volume covered
|
10,000
MMBtu/day
|
|||
Period
covered
|
March
through December of 2007
|
|||
Prices
|
Floor
of $6.00 and a ceiling of $10.00
|
|||
Underlying
commodity price
|
Centerpoint
Energy Gas Transmission Co.,
|
|||
East
– Inside FERC
|
||||
Second
Contract:
|
||||
Production
volume covered
|
10,000
MMBtu/day
|
|||
Period
covered
|
March
through December of 2007
|
|||
Prices
|
Floor
of $6.25 and a ceiling of $9.25
|
|||
Underlying
commodity price
|
Centerpoint
Energy Gas Transmission Co.,
|
|||
East
– Inside FERC
|
24
In
December 2006, we entered into the following natural gas collar
contract:
Contract:
|
|||
Production
volume covered
|
10,000
MMBtu/day
|
||
Period
covered
|
January
through December of 2007
|
||
Prices
|
Floor
of $6.00 and a ceiling of $9.60
|
||
Underlying
commodity price
|
Centerpoint
Energy Gas Transmission Co.,
|
||
East
– Inside FERC
|
All
of these hedges are cash flow hedges and there is no material amount of
ineffectiveness. The fair value of the collar contracts was recognized on the
September 30, 2007 balance sheet as a derivative asset of $1.1 million and
at a
gain of $0.7 million, net of tax, in accumulated other comprehensive income
for
the nine months ended September 30, 2007.
In
February 2005, we entered into an interest rate swap to help manage our exposure
to possible future interest rate increases. The contract swaps $50.0 million
of
variable rate debt to fixed rate debt and covers the period from March 1, 2005
through January 30, 2008. The fixed rate is based on three-month LIBOR and
is at
3.99%. The swap is a cash flow hedge. As a result of this interest rate swap,
in
the third quarter and first nine months of 2007, our interest expense was
decreased by $0.2 million and $0.5 million, respectively. Our
interest expense was decreased by $0.2 million in the third quarter of 2006
and
$0.4 million for the nine months ended September 30, 2006. The fair value of
the
swap was recognized on the September 30, 2007 balance sheet as current and
non-current derivative assets totaling $0.3 million and a gain of $0.2 million,
net of tax, in accumulated other comprehensive income for the nine months ended
September 30, 2007.
In
October 2007, we entered into an interest rate swap to help manage our exposure
to possible future interest rate increases. The contract swaps $15.0 million
of
variable rate debt to fixed rate debt and covers the period from December 1,
2007 through May 31, 2012. The fixed rate is based on three-month LIBOR and
is
at 4.53%.
Stock
and Incentive Compensation. As an incentive to retain
certain non-executive officer employees, during the third quarter of 2007,
we
granted 402,197 shares of restricted stock with a three year cliff vesting
period under our Unit Corporation Stock and Incentive Compensation
Plan. The restricted stock awards had an estimated fair value as of
the grant date of $17.2 million. Compensation expense will be
recognized over the three year vesting period, and during the third quarter
of
2007 we recognized $0.7 million of compensation expense.
Self-Insurance
or Retentions. We are self-insured for certain losses
relating to workers’ compensation, general liability, property damage, control
of well and employee medical benefits. In addition, our insurance policies
contain deductibles or retentions per occurrence that range from $0.25 million
for Oklahoma workers' compensation to $1.0 million for general liability and
drilling rig physical damage. We have purchased stop-loss coverage in order
to
limit, to the extent feasible, our per occurrence and aggregate exposure to
certain types of claims. However, there is no assurance that the insurance
coverage we have will adequately protect us against liability from all potential
consequences. If our insurance coverage becomes more expensive, we may choose
to
decrease our limits and increase our deductibles rather than pay higher
premiums. With respect to our drilling operations conducted by Unit
Texas Drilling LLC in Texas, we have elected to use an ERISA governed
occupational injury benefit plan to cover that company’s field and support staff
in lieu of covering them under an insured Texas workers’ compensation
plan.
Impact of Prices for Our Oil and Natural Gas.
Natural gas comprises 85% of our total oil and natural gas reserves.
Any significant change in natural gas prices has a material effect on our
revenues, cash flow and the value of our oil and natural gas reserves.
Generally, prices and demand for domestic natural gas are influenced by weather
conditions, supply imbalances and by world wide oil price levels. Domestic
oil
prices are primarily influenced by world oil market developments. All of these
factors are beyond our control and we can not predict nor measure their future
influence on the prices we will receive.
Based
on
our first nine months of 2007 production, a $0.10 per thousand cubic feet of
natural gas (Mcf) change in what we are paid for our natural gas production
would result in a corresponding $338,000 per month ($4.1 million annualized)
change in our pre-tax operating cash flow. Our first nine months of 2007 average
natural gas price was $6.30 compared to an average natural gas price of $6.28
for the first nine months of 2006. A $1.00 per barrel change in our oil price
would have a 131,000 per month ($1.6 million annualized) change in our
pre-tax
25
Because
oil and natural gas prices have such a significant affect on the value of our
oil and natural gas reserves, declines in these prices can result in a decline
in the carrying value of our oil and natural gas properties. Price declines
can
also adversely effect the semi-annual determination of the amount available
for
us to borrow under our bank credit facility since that determination is based
mainly on the value of our oil and natural gas reserves. Such a reduction could
limit our ability to carry out our planned capital projects.
Most
of
our natural gas production is sold to third parties under month-to-month
contracts.
Oil and Natural Gas Acquisitions and Capital Expenditures.
Most of our capital expenditures are discretionary and directed
toward future growth. Our decision to increase our oil and natural gas reserves
through acquisitions or through drilling depends on the prevailing or expected
market conditions, potential return on investment, future drilling potential
and
opportunities to obtain financing under the circumstances involved, all of
which
provide us with a large degree of flexibility in deciding when and if to incur
these costs. We completed drilling 172 wells (60.24 net wells) in the first
nine
months of 2007 compared to 178 wells (62.27 net wells) in the first nine months
of 2006. Our total capital expenditures for oil and natural gas exploration
in
the first nine months of 2007 totaled $213.1 million. We currently anticipate
we
will drill approximately 270 gross wells in 2007. We have estimated
our total 2007 capital expenditures for oil and natural gas exploration to
be
approximately $326.0 million. Whether we are able to drill the number
of wells we anticipate drilling in 2007 is dependent on a number of factors,
many of which are beyond our control and include the availability of drilling
rigs, the weather and the efforts of our outside industry partners.
On May 16, 2006, we closed the acquisition of certain oil and natural gas
properties from a group of private entities for approximately $32.4 million
in
cash. Proved oil and natural gas reserves involved in this acquisition consisted
of approximately 14.2 Bcfe. The effective date of this acquisition was April
1,
2006 and results from this acquisition were included in the statement of income
beginning May 1, 2006.
On October 13, 2006, we completed the acquisition of Brighton Energy, L.L.C.,
a
privately owned oil and natural gas company for approximately $67.0 million
in
cash. Included in this acquisition were all of Brighton’s oil and
natural gas assets (excluding Atoka and Coal counties in Oklahoma) and included
approximately 23.1 Bcfe of proved reserves. The majority of the
acquired reserves are located in the Anadarko Basin of Oklahoma and the onshore
Gulf Coast basins of Texas and Louisiana, with additional reserves in Arkansas,
Kansas, Montana, North Dakota and Wyoming. This acquisition had an
effective date of August 1, 2006 and results of operations from this acquisition
are included in the statement of income beginning October 1, 2006 with the
results for the period from August 1, 2006 through September 30, 2006 included
as an adjustment to the purchase price.
Contract Drilling.
Our drilling work is subject to many factors that influence the
number of drilling rigs we have working as well as the costs and revenues
associated with that work. These factors include the demand for drilling rigs,
competition from other drilling contractors, the prevailing prices for natural
gas and oil, availability and cost of labor to run our rigs and our ability
to
supply the equipment needed.
Although
rig utilization declined in the fourth quarter of 2006 and continued to slowly
decline in the first nine months of 2007, we do not anticipate declines in
labor
cost per hour due to the competition within the industry to keep qualified
employees and attract individuals with the skills required to meet the future
technological requirements of the drilling industry. To help keep qualified
labor, we previously implemented longevity pay incentives and in the second
quarter of 2006 provided pay increases in some of our operating districts.
To
date, these efforts have allowed us to meet our labor requirements. However,
if
current demand for drilling rigs strengthens above the first nine month levels
of 81%, shortages of experienced personnel may limit our ability to operate
our
drilling rigs.
We
currently do not have any shortages of drill pipe and drilling equipment.
Because of the potential for shortages in the availability of new drill pipe,
at
September 30, 2007 we have commitments to purchase approximately $9.3 million
of
drill pipe and drill collars in 2007 and we have also committed to purchase
$3.1
million of additional rig components with 20% or $0.6 million paid through
September 30, 2007.
26
Most
of
our contract drilling fleet is targeted to the drilling of natural gas wells
so
changes in natural gas prices have a disproportionate influence on the demand
for our drilling rigs as well as the prices we can charge for our contract
drilling services. In September 2007, our average dayrate for the 128 drilling
rigs that we owned was $18,407 with a 77% utilization rate. In the first nine
months of 2007 our average dayrate was $18,858 per day compared to $18,442
in
the first nine months of 2006. The average number of drilling rigs used was
98.4
(81%) in the first nine months of 2007 compared to 109.8 (97%) in the first
nine
months of 2006. Based on the average utilization of our drilling rigs during
the
first nine months of 2007, a $100 per day change in dayrates has a $9,840 per
day ($3.6 million annualized) change in our pre-tax operating cash flow.
Industry demand for our drilling rigs remained strong throughout the first
nine
months of 2006 before declining in the fourth quarter of 2006 and into the
first
nine months of 2007. The reduction in demand for drilling rigs was
primarily the result of the evaluation of the economics of drilling prospects
by
the operators using our contract drilling services after natural gas prices
declined significantly in the last half of the third quarter of 2006 combined
with high levels of natural gas storage throughout the majority of the winter
season and again this summer. We expect that utilization and dayrates for our
drilling rigs will continue to depend mainly on the price of natural gas, the
levels of natural gas storage and the availability of drilling rigs to meet
the
demands of the industry.
Our contract drilling subsidiaries provide drilling services for our exploration
and production subsidiary. The contracts for these services are issued under
the
same conditions and rates as the contracts we have entered into with unrelated
third parties for comparable type projects. During the first nine months of
2007
and 2006, we drilled 52 and 50 wells, respectively for our exploration and
production subsidiary. The profit received by our contract drilling segment
of
$15.7 million and $16.6 million during the first nine months of 2007 and 2006,
respectively, reduced the carrying value of our oil and natural gas properties
rather than being included in our profits in current operations.
Drilling Acquisitions and Capital Expenditures. In
January 2006, we acquired a 1,000 horsepower drilling rig for approximately
$3.9
million. This drilling rig has been modified at one of our drilling yards for
an
additional $1.7 million and became operational in April 2006. In May
2006, we began moving a 1,500 horsepower drilling rig to our Rocky Mountain
Division following completion of its construction in the first quarter of 2006
for approximately $10.2 million. In the second quarter of 2006, we also
completed the purchase of two new 1,500 horsepower drilling rigs for a total
of
$15.2 million of which $4.6 million was paid before the second quarter of 2006
and the balance of $10.6 million was paid at delivery of the rigs. An additional
$3.0 million of modifications were made to the rigs before the rigs were placed
into service. The first drilling rig was placed into service in May 2006 and
the
second drilling rig was placed into service in June 2006. At the end of August
2006 we completed the construction of another 1,500 horsepower rig for
approximately $9.5 million which was moved into our Rocky Mountain Division.
In
the last half of 2006 we completed construction of a 750 horsepower rig for
approximately $4.5 million.
During
2006 we purchased major components to construct two 1,500 horsepower drilling
rigs. The first rig was moved to the Rocky Mountain division at the end of
March
2007 and the second rig was placed in service in the second quarter of 2007
for a combined capitalized cost of $18.9 million. On June 5, 2007, we completed
the acquisition of a privately owned drilling company operating primarily in
the
Texas Panhandle. The acquired drilling company owns nine drilling rigs, a fleet
of 11 trucks, and an office, shop and equipment yard. The drilling
rigs range from 800 horsepower to 1,000 horsepower with depth capacities rated
from 10,000 to 15,000 feet. Seven of the nine drilling rigs were
operating under contract at the acquisition date. Results of
operations for the acquired company have been included in our statements of
income beginning June 5, 2007. Total consideration paid for this
acquisition was $38.5 million.
For our contract drilling operations, during the first nine months of 2007,
we
recorded $179.6 million in capital expenditures including the effect of an
$18.1
million deferred tax liability and $5.3 million in goodwill associated with
our
second quarter 2007 acquisition. For 2007, we anticipate capital expenditures
to
be approximately $166.0 million excluding acquisitions.
27
Mid-Stream Operations. Our
mid-stream operations are conducted through Superior Pipeline Company,
L.L.C. Superior is a mid-stream company engaged primarily in the
buying and selling, gathering, processing and treating of natural gas and
operates four natural gas treatment plants, seven operating processing plants,
36 active gathering systems and 651 miles of pipeline. Superior operates in
Oklahoma, Texas, Louisiana and Kansas and has been in business since 1996.
This
subsidiary enhances our ability to gather and market not only our own natural
gas but also that owned by third parties and gives us additional capacity to
construct or acquire existing natural gas gathering and processing
facilities. During the first nine months of 2007, Superior purchased
$10.0 million of our natural gas production and natural gas liquids and provided
gathering and transportation services of $3.6 million. Intercompany revenue
from
services and purchases of production between this business segment and our
oil
and natural gas exploration operations has been eliminated in our condensed
consolidated financial statements. In the first nine months of 2006, we
eliminated intercompany revenues of $6.4 million of natural gas production
and
natural gas liquids and $4.0 million of gathering and transportation
services.
Mid-Stream Acquisitions and Capital
Expenditures. In September 2006, we closed the
acquisition of Berkshire Energy LLC., a private company for an adjusted purchase
price of $21.7 million. The principal tangible assets of the acquired
company consisted of a natural gas processing plant, a natural gas gathering
system with 15 miles of pipeline, three field compressors and two plant
compressors. This purchase had an effective date of July 31, 2006.
The financial results of this acquisition have been included in our statements
of income from September 1, 2006 forward with the results for the period of
August 1, 2006 through August 31, 2006 included as an adjustment to the purchase
price.
During the first nine months of 2007, Superior incurred $25.2 million in capital
expenditures compared to $38.3 million for the same period in 2006. For 2007,
we
anticipate capital expenditures to be approximately $31.5 million for Superior.
Our focus is on growing this segment through the construction of new facilities
or acquisitions.
Oil and Natural Gas Limited Partnerships and Other Entity
Relationships. We are the general
partner for 12 oil and natural gas limited partnerships. Each partnership’s
revenues and costs are shared under formulas prescribed in its limited
partnership agreement. The partnerships repay us for contract drilling, well
supervision and general and administrative expense. Related party transactions
for contract drilling and well supervision fees are the related party’s share of
such costs. These costs are billed on the same basis as billings to unrelated
third parties for similar services. The partnerships are charged their allocable
share of general and administrative expense billed through well cost
allocations. During 2006, the total paid to us for all of these fees was $1.3
million and during the first nine months of 2007 and 2006 the amount paid was
$1.1 million and $0.9 million, respectively. Our proportionate share of assets,
liabilities and net income relating to the oil and natural gas partnerships
is
included in our condensed consolidated financial statements.
28
NEW ACCOUNTING PRONOUNCEMENTS
In
June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109" (FIN 48). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements in accordance with FAS No. 109, "Accounting for Income
Taxes" and prescribes a recognition threshold and measurement attribute for
the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a return. Guidance is also provided on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. We adopted the provisions of FIN 48 effective
January 1, 2007. We have no unrecognized tax benefits and the adoption of
FIN 48 had no effect on our results of operations of financial condition and
we
do not expect any significant changes in unrecognized tax benefits in the next
twelve months. In the third quarter of 2007, the Internal Revenue
Service completed their review of our 2004 federal tax return and no adjustments
to the return were assessed.
In
September 2006, the FASB issued Statement No. 157 (FAS 157), "Fair Value
Measurements”. FAS 157 establishes a common definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for measuring fair value, and expands the disclosure about such fair value
measurements. FAS 157 is effective for fiscal years beginning after November
15,
2007. We are currently assessing the impact of FAS 157 on our statement of
income, financial condition and cash flows.
In
February 2007, the FASB issued Statement No. 159 (FAS 159), "The Fair Value
Option for Financial Assets and Financial Liabilities — Including an
amendment of FASB Statement No. 115”, which permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates. A business entity is required to report unrealized
gains and losses on items for which the fair value option has been elected
in
earnings at each subsequent reporting date. This statement is expected to expand
the use of fair value measurement. FAS 159 is effective for
financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years, and is applicable beginning
in the first quarter of 2008. We are currently assessing the impact of FAS
159
on our statement of income, financial condition and cash flows.
29
Quarter
Ended September 30, 2007 versus Quarter Ended September 30,
2006
Provided below is a comparison of selected operating and financial data for
the
third quarter of 2007 versus the third quarter of 2006:
Quarter
Ended
|
Quarter
Ended
|
||||||||||
September
30,
|
September
30,
|
Percent
|
|||||||||
2007
|
2006
|
Change
|
|||||||||
Total
Revenue
|
$
|
286,335,000
|
$
|
299,894,000
|
(5
|
)%
|
|||||
Net
Income
|
$
|
64,061,000
|
$
|
81,265,000
|
(21
|
)%
|
|||||
Drilling:
|
|||||||||||
Revenue
|
$
|
157,769,000
|
$
|
182,461,000
|
(14
|
)%
|
|||||
Operating
costs excluding depreciation
|
$
|
77,951,000
|
$
|
78,595,000
|
(1
|
)%
|
|||||
Percentage
of revenue from
|
|||||||||||
daywork
contracts
|
100
|
%
|
100
|
%
|
—
|
%
|
|||||
Average
number of rigs in use
|
100.3
|
110.6
|
(9
|
)%
|
|||||||
Average
dayrate on daywork
|
|||||||||||
contracts
|
$
|
18,470
|
$
|
19,559
|
(6
|
)%
|
|||||
Depreciation
|
$
|
14,793,000
|
$
|
13,403,000
|
10
|
%
|
|||||
Oil
and Natural Gas:
|
|||||||||||
Revenue
|
$
|
95,231,000
|
$
|
91,238,000
|
4
|
%
|
|||||
Operating
costs excluding depreciation,
|
|||||||||||
depletion
and amortization
|
$
|
23,101,000
|
$
|
21,560,000
|
7
|
%
|
|||||
Average
natural gas price (Mcf)
|
$
|
5.77
|
$
|
6.02
|
(4
|
)%
|
|||||
Average
oil price (Bbl)
|
$
|
62.01
|
$
|
59.55
|
4
|
%
|
|||||
Natural
gas production (Mcf)
|
11,206,000
|
11,200,000
|
—
|
%
|
|||||||
Oil
production (Bbl)
|
470,000
|
376,000
|
25
|
%
|
|||||||
Depreciation,
depletion and
|
|||||||||||
amortization
rate (Mcfe)
|
$
|
2.29
|
$
|
2.04
|
12
|
%
|
|||||
Depreciation,
depletion and
|
|||||||||||
amortization
|
$
|
32,297,000
|
$
|
27,557,000
|
17
|
%
|
|||||
Gas
Gathering and Processing:
|
|||||||||||
Revenue
|
$
|
32,784,000
|
$
|
25,638,000
|
28
|
%
|
|||||
Operating
costs excluding depreciation
|
|||||||||||
and
amortization
|
$
|
28,275,000
|
$
|
22,216,000
|
27
|
%
|
|||||
Depreciation
and amortization
|
$
|
2,858,000
|
$
|
1,637,000
|
75
|
%
|
|||||
Gas
gathered – MMbtu/day
|
221,508
|
276,888
|
(20
|
)%
|
|||||||
Gas
processed – MMbtu/day
|
55,721
|
35,124
|
59
|
%
|
|||||||
Gas
liquids sold – Gallons/day
|
137,098
|
71,790
|
91
|
%
|
|||||||
General
and Administrative Expense
|
$
|
5,355,000
|
$
|
4,630,000
|
16
|
%
|
|||||
Interest
Expense
|
$
|
1,797,000
|
$
|
1,228,000
|
46
|
%
|
|||||
Income
Tax Expense
|
$
|
35,847,000
|
$
|
47,803,000
|
(25
|
)%
|
|||||
Average
Interest Rate
|
6.08
|
%
|
6.04
|
%
|
1
|
%
|
|||||
Average
Long-Term Debt Outstanding
|
$
|
182,385,000
|
$
|
131,948,000
|
38
|
%
|
30
Industry demand for our drilling rigs remained strong throughout the first
nine
months of 2006 before declining in the fourth quarter of 2006 and into the
first
nine months of 2007. The reduction in demand for drilling rigs was primarily
the
result of the evaluation of the economics of drilling prospects by the operators
using our contract drilling services after natural gas prices declined
significantly in the last half of the third quarter of 2006 combined with the
high levels of natural gas storage throughout the majority of the winter season
and again this summer. Drilling revenues decreased $24.7 million or 14% in
the
third quarter of 2007 versus the third quarter of 2006. Since the second quarter
of 2006, we have placed 13 additional drilling rigs into service. We have
constructed four drilling rigs and in June 2007 we acquired nine drilling rigs.
Nine of these additional drilling rigs provided contract drilling services
in
the third quarter of 2007 increasing drilling revenues by $12.7 million or
7% of
total drilling revenues in the third quarter of 2006. Revenues for rigs
previously owned declined $37.4 million or 21% of the revenues in the third
quarter of 2006 and more than offset the increase in revenue from rigs added
subsequent to the third quarter of 2006. Average rig utilization declined from
110.6 rigs in the third quarter of 2006 to 100.3 in the third quarter of 2007.
The decline in rig utilization decreased drilling revenues by $17.0 million
while decreases in revenue per day between the comparative third quarters
decreased revenue by $7.7 million. Our average dayrate in the third quarter
of
2007 was 6% lower than in the third quarter of 2006. Utilization for
our drilling rigs was 78% in the third quarter 2007 and we anticipate it to
remain around 80% through early 2008. With decreases in drilling rig demand,
we
experienced a 1% decline in the third quarter 2007 average dayrate compared
to
the second quarter 2007 average dayrate and we anticipate average dayrates
to
continue to decline through early 2008.
Drilling operating costs decreased $0.6 million or 1% between the comparative
quarters. Operating cost decreased as a result of 10 fewer rigs operating
between the comparative quarters. This decrease was offset by an increase in
operating cost of $721 per day in the third quarter of 2007 when compared with
the third quarter of 2006 which includes $190 per day from a $1.8 million
recognition of bad debt expense. The majority of the increases in cost per
day
were attributable to the increases in indirect drilling cost, truck expense
and
yard expense as the cost for services supporting our rig fleet continue to
increase. With continued competition for qualified labor and utilization
continuing around the 80% level, we expect our drilling rig expense per day
to
remain steady or increase slightly over the remainder of 2007. Contract drilling
depreciation increased $1.4 million or 10%. The addition of the 13 drilling
rigs
placed in service since the second quarter of 2006 and additional assets
acquired in the 2007 second quarter rig acquisition increased depreciation
with
the increase partially offset by the effect of decreased
utilization.
Oil and Natural Gas
Oil and natural gas revenues increased $4.0 million or 4% in the third quarter
of 2007 as compared to the third quarter of 2006 due to an increase in
equivalent production volumes of 4% and an increase in average oil prices.
The
increases were partially offset by decreased natural gas prices. Average natural
gas prices between the comparative quarters decreased 4% to $5.77 per Mcf while
oil prices increased 4% to $62.01 per barrel. In the third quarter of
2007, natural gas production increased by less than 1% while oil production
increased 25%. Increased natural gas and oil production came primarily from
our
ongoing development drilling activity and from acquisitions completed in
2006. With the continuation of our internal drilling program and our
previous acquisitions, we believe our total production for 2007 compared to
2006
will increase 4% to 5%. Actual increases in revenues, however, will also be
driven by commodity prices received for our production.
Oil
and natural gas operating costs increased $1.5 million or 7% in the third
quarter of 2007 as compared to the third quarter of 2006. An increase in the
average cost per equivalent Mcf produced represented 30% of the increase in
production costs with the remaining 70% of the increase attributable to the
increase in volumes produced from both development drilling and producing
property acquisitions. Increases in general and administrative expenses directly
related to oil and natural gas production along with increases in lease
operating expenses caused most of the operating cost increase. These
increases were partially offset by a 15% decrease in gross production taxes.
Lease operating expenses per Mcfe remained constant between the comparative
quarters. Gross production taxes decreased due to the decline in
average natural gas prices used to compute gross production taxes which exclude
the effect of our hedging activity. General and administrative expenses
increased as labor costs increased primarily due to a 26% increase in the
average number of employees working in the exploration and production area.
Total depreciation, depletion and amortization ("DD&A”) increased $4.7
million or 17%. Higher production volumes accounted for 25% of the increase
while increases in our DD&A rate represented 75% of the increase. The
increase in our DD&A rate in the third quarter of 2007 compared to the third
quarter of 2006 resulted primarily from an 18% increase in our finding cost
in
2006. Increasing demand for drilling rigs prior to the fourth quarter
of 2006
31
Mid-Stream
Our mid-stream segment is engaged primarily in the mid-stream buying and
selling, gathering, processing and treating of natural gas. We operate four
natural gas treatment plants and own seven operating processing plants, 36
active gathering systems and 651 miles of pipeline. These operations are
conducted in Oklahoma, Texas, Louisiana and Kansas. Intercompany revenue from
services and purchases of production between our natural gas gathering and
processing segment and our oil and natural gas segments has been eliminated.
Our
mid-stream revenues were $7.1 million or 28% higher in the third quarter of
2007
as compared to the third quarter of 2006 due to the higher volumes of natural
gas liquids sold and processed combined with higher liquids prices slightly
offset by lower natural gas prices. The average price for liquids sold was
12%
higher slightly offset by the average gas sold which was 2% lower. Gas
processing volumes per day increased 59% between the comparative quarters and
gas liquids sold per day increased 91% between the comparative
quarters. A 20% decrease in gathering volumes per day partially
offset the increase in revenue from natural gas sales and processing. The
significant increase in volumes processed per day is primarily attributable
to
the acquisition of a processing plant in September of 2006 and to a lesser
extent volumes from wells added to existing systems throughout 2006. Gas liquids
sold volumes per day increased due to recent upgrades to several of our
processing facilities. Natural gas liquids sales were reduced $0.6 million
due
to our natural gas liquids swaps.
Operating costs increased 27% in the third quarter of 2007 compared with the
third quarter of 2006 due to a 40% increase in natural gas volumes
purchased, slightly offset by a 2% decrease in prices paid for natural gas
purchased, a 41% increase in field direct operating cost due to the growth
in
our natural gas gathering systems and the volume of natural gas processed and
a
13% increase in general and administrative expenses. The total number of
employees working in our mid-stream segment increased by 13%. The 75% increase
in depreciation and amortization in our mid-stream segment came from the
additional depreciation and amortization associated with tangible and intangible
assets acquired between the comparative periods. Gas gathering
volumes per day in the third quarter of 2007 were up 2% compared to the second
quarter of 2007 primarily due to increased well connections. Gas processing
volumes per day in the third quarter of 2007 were up 31% and gas liquids sold
were up 20% compared to the second quarter of 2007. Operating costs
were increased $1.1 million in the third quarter of 2007 due to our natural
gas
purchases hedge.
Other
General and administrative expense increased $0.7 million in the third quarter
of 2007 compared to the third quarter of 2006. The increase in cost
was primarily from a 16% increase in the number of employees associated with
the
growth of the company and the increases in employee compensation
cost.
Total interest expense increased 46% between the comparative quarters. Average
debt outstanding was 38% higher in the third quarter of 2007 as compared to
the
third quarter of 2006 primarily due to the acquisition of producing properties
in the last four months of 2006 and the acquisition of a drilling company in
the
second quarter of 2007. Average debt outstanding accounted for
approximately 98% of the interest expense increase, with the remaining 2%
resulting from an increase in average interest rates on our bank debt. Interest
expense was reduced $0.2 million from the settlements of our interest rate
swap.
Associated with our increased level of development of oil and natural gas
properties, the construction of additional drilling rigs and the construction
of
gas gathering systems, we capitalized $1.1 million of interest in the third
quarter of 2007 compared with $0.9 million in the third quarter of
2006.
Income tax expense decreased $12.0 million or 25% due primarily to the decrease
in income before income taxes. Our effective tax rate for the third quarter
of
2007 was 35.9% versus 37.0% in the third quarter of 2006 due primarily to the
increase in manufacturing tax deduction for 2007. The portion of our taxes
reflected as current income tax expense for the third quarter of 2007 was $11.2
million or 31% of total income tax expense as compared with $26.4 million or
55%
of total income tax expense in the third quarter of 2006. The
reduction in the percentage of tax expense recognized as current is the result
of increased intangible drilling costs to be deducted in the current
year. Income taxes paid in the third quarter of 2007 were $15.7
million.
32
Nine
Months Ended September 30, 2007 versus Nine Months Ended September 30,
2006
Provided below is a comparison of selected operating and financial data for
the
first nine months of 2007 versus the first nine months of 2006:
Nine
Months Ended
|
Nine
Months Ended
|
||||||||||
September
30,
|
September
30,
|
Percent
|
|||||||||
2007
|
2006
|
Change
|
|||||||||
Total
Revenue
|
$
|
850,246,000
|
$
|
863,051,000
|
(1
|
)%
|
|||||
Net
Income
|
$
|
194,109,000
|
$
|
230,995,000
|
(16
|
)%
|
|||||
Drilling:
|
|||||||||||
Revenue
|
$
|
472,403,000
|
$
|
519,799,000
|
(9
|
)%
|
|||||
Operating
costs excluding depreciation
|
$
|
228,967,000
|
$
|
238,021,000
|
(4
|
)%
|
|||||
Percentage
of revenue from
|
|||||||||||
daywork
contracts
|
100
|
%
|
100
|
%
|
—
|
%
|
|||||
Average
number of rigs in use
|
98.4
|
109.8
|
(10
|
)%
|
|||||||
Average
dayrate on daywork
|
|||||||||||
contracts
|
$
|
18,858
|
$
|
18,442
|
2
|
%
|
|||||
Depreciation
|
$
|
41,192,000
|
$
|
38,089,000
|
8
|
%
|
|||||
Oil
and Natural Gas:
|
|||||||||||
Revenue
|
$
|
277,680,000
|
$
|
267,518,000
|
4
|
%
|
|||||
Operating
costs excluding depreciation,
|
|||||||||||
depletion
and amortization
|
$
|
69,701,000
|
$
|
58,854,000
|
18
|
%
|
|||||
Average
natural gas price (Mcf)
|
$
|
6.30
|
$
|
6.28
|
—
|
%
|
|||||
Average
oil price (Bbl)
|
$
|
54.90
|
$
|
57.18
|
(4
|
)%
|
|||||
Natural
gas production (Mcf)
|
32,507,000
|
32,350,000
|
—
|
%
|
|||||||
Oil
production (Bbl)
|
1,260,000
|
1,062,000
|
19
|
%
|
|||||||
Depreciation,
depletion and
|
|||||||||||
amortization
rate (Mcfe)
|
$
|
2.29
|
$
|
1.97
|
16
|
%
|
|||||
Depreciation,
depletion and
|
|||||||||||
amortization
|
$
|
92,367,000
|
$
|
76,780,000
|
20
|
%
|
|||||
Gas
Gathering and Processing:
|
|||||||||||
Revenue
|
$
|
99,321,000
|
$
|
72,840,000
|
36
|
%
|
|||||
Operating
costs excluding depreciation,
|
|||||||||||
and
amortization
|
$
|
87,171,000
|
$
|
63,734,000
|
37
|
%
|
|||||
Depreciation
and amortization
|
$
|
7,752,000
|
$
|
4,019,000
|
93
|
%
|
|||||
Gas
gathered – MMbtu/day
|
221,943
|
245,435
|
(10
|
)%
|
|||||||
Gas
processed – MMbtu/day
|
47,432
|
27,226
|
74
|
%
|
|||||||
Gas
liquids sold – Gallons/day
|
115,781
|
57,840
|
100
|
%
|
|||||||
General
and Administrative Expense
|
$
|
15,784,000
|
$
|
12,998,000
|
21
|
%
|
|||||
Interest
Expense
|
$
|
5,167,000
|
$
|
3,235,000
|
60
|
%
|
|||||
Income
Tax Expense
|
$
|
108,036,000
|
$
|
136,326,000
|
(21
|
)%
|
|||||
Average
Interest Rate
|
6.10
|
%
|
5.76
|
%
|
6
|
%
|
|||||
Average
Long-Term Debt Outstanding
|
$
|
175,408,000
|
$
|
121,323,000
|
45
|
%
|
33
Drilling
Industry demand for our drilling rigs remained strong throughout the first
nine
months of 2006 before declining in the fourth quarter of 2006 and into the
first
nine months of 2007. The reduction in demand for drilling rigs was primarily
the
result of the evaluation of the economics of drilling prospects by the operators
using our contract drilling services after natural gas prices declined
significantly in the last half of the third quarter of 2006 combined with the
high levels of natural gas storage throughout the majority of the winter season
and again this summer. Drilling revenues decreased $47.4 million or 9% in
the first nine months of 2007 versus the first nine months of 2006. Since
February 2006, we have placed 16 additional drilling rigs into service. We
have
constructed seven drilling rigs and in June 2007 we acquired nine drilling
rigs.
Thirteen of these additional drilling rigs provided contract drilling services
in the first nine months of 2007 increasing drilling revenues by $27.7 million
or 5% of revenues in the first nine months of 2006. Revenues for rigs previously
owned declined $75.1 million or 14% from revenues in the first nine months
of
2006 and more than offset the increase in revenue from rigs added subsequent
to
the second quarter of 2006. Average rig utilization declined from 109.8 rigs
in
the first nine months of 2006 to 98.4 in the first nine months of 2007. The
decline in rig utilization decreased drilling revenues by $54.3 million while
increases in dayrates between the comparative nine months periods provided
additional revenue of $6.9 million partially offsetting utilization decreases.
Our average dayrate in the first nine months of 2007 was 2% higher than in
the first nine months of 2006. Utilization for our drilling rigs was
81% for the first nine months of 2007 and we anticipate utilization around
80%
through early 2008.
Drilling operating costs decreased $9.1 million or 4% between the comparative
nine month periods. Operating cost decreased as a result of 11 fewer rigs
operating between the comparative nine month periods. This decrease in operating
cost was partially offset by an increase in operating cost per day of $589
in
the first nine months of 2007 when compared with the first nine months of 2006
which includes $65 per day from a $1.8 million recognition of bad debt. The
majority of the increase in cost per day was attributable to indirect drilling
cost, truck expense and yard expense as the cost for services supporting our
rig
fleet continue to increase. Cost also increased, to a lesser extent,
from increases in direct drilling cost. With continued competition for qualified
labor and utilization continuing around the 80% level, we expect our drilling
rig expenses per day to remain steady or increase slightly over the remainder
of
2007. Contract drilling depreciation increased $3.1 million or 8%. The addition
of the 16 drilling rigs placed in service since February 2006 and the additional
assets acquired in the 2007 second quarter rig acquisition increased
depreciation with the increase partially offset by the effect of decreased
utilization.
Oil and Natural Gas
Oil and natural gas revenues increased $10.2 million or 4% in the first nine
months of 2007 as compared to the first nine months of 2006 due to an increase
in equivalent production volumes of 3% and a slight increase in average natural
gas prices. The increases were partially offset by decreased oil prices. Average
natural gas prices between the comparative nine month periods increased less
than 1% to $6.30 per Mcf while oil prices declined 4% to $54.90 per barrel.
In
the first nine months of 2007, natural gas production increased by less than
1%
while oil production increased 19%. Increased natural gas and oil production
came primarily from our ongoing development drilling activity and from
acquisitions completed in 2006. Production increases primarily in the
first quarter of 2007 were limited due to the impact from a Texas refinery
fire,
adverse winter weather, pipeline construction delays preventing the connection
of wells recently drilled and the timing of completion of certain wells. With
the continuation of our internal drilling program and our previous acquisitions,
we believe our total production for 2007 compared to 2006 will increase 4%
to
5%. Actual increases in revenues, however, will also be driven by commodity
prices received for our production.
Oil
and
natural gas operating costs increased $10.8 million or 18% in the first nine
months of 2007 as compared to the first nine months of 2006. An increase in
the
average cost per equivalent Mcf produced represented 79% of the increase in
production costs with the remaining 21% of the increase attributable to the
increase in volumes produced from both development drilling and producing
property acquisitions. Lease operating expenses represented 69% of the increase,
gross production taxes 8%, general and administrative cost directly related
to
oil and natural gas production 21% and increased accretion on plugging liability
2%. Lease operating expenses per Mcfe increased 16% between the comparative
nine
month periods as post production transportation cost, salt water disposal fees
and compression increased along with a 59% increase in workover
cost. Gross production taxes increased due to the increase in oil and
natural gas volumes produced between the comparative quarters and the increase
in natural gas prices. General and administrative expenses increased as labor
costs increased primarily due to an 18% increase in the average number of
employees working in the exploration and production area. Total depreciation,
depletion and amortization ("DD&A”) increased $15.6 million or 20%. Higher
production volumes accounted for 17% of the increase while increases in our
DD&A rate represented 83% of the increase. The increase
34
in
our
DD&A rate in the first nine months of 2007 compared to the first nine months
of 2006 resulted primarily from an 18% increase in our finding cost in
2006. Increasing demand for drilling rigs prior to the fourth quarter
of 2006 throughout our areas of exploration increased the dayrates we pay
to
drill wells in our developmental program. Increases in natural gas and oil
prices over the last two years have also caused increased sales prices for
producing property acquisitions and even with the increased sales prices,
we
continue to see strong competition for producing property
acquisitions.
Mid-Stream
Our mid-stream segment is engaged primarily in the mid-stream buying and
selling, gathering, processing and treating of natural gas. We operate four
natural gas treatment plants and own seven operating processing plants, 36
active gathering systems and 651 miles of pipeline. These operations are
conducted in Oklahoma, Texas, Louisiana and Kansas. Intercompany revenue from
services and purchases of production between our natural gas gathering and
processing segment and our oil and natural gas segments has been eliminated.
Our
mid-stream revenues were $26.5 million or 36% higher in the first nine months
of
2007 as compared to the first nine months of 2006 due to the higher volumes
of
natural gas sales and processing combined with higher natural gas prices. The
average price for gas sold was less than 1% higher and the average price
for liquids sold was 5% higher. Gas processing volumes per day increased 74%
between the comparative nine month periods and gas liquids sold per day
increased 100% between the comparative nine month periods. A 10%
decrease in gathering volumes per day as gas transportation prices remained
unchanged partially offset the increase in revenue from natural gas sales and
processing. The significant increase in volumes processed per day is primarily
attributable to the acquisition of a processing plant in September of 2006
and
to a lesser extent volumes from wells added to existing systems throughout
2006.
Gas liquids sold volumes per day increased due to recent upgrades to several
of
our processing facilities. Natural gas liquids sales were reduced
$0.6 million due to our natural gas liquids swaps.
Operating costs increased 37% in the first nine months of 2007 compared with
the
first nine months of 2006 due an to a 34% increase in natural gas volumes
purchased, slightly offset by a less than 1% decrease in prices paid for natural
gas purchased, a 65% increase in field direct operating cost due to the growth
in our natural gas gathering systems and the volume of natural gas processed
and
a 31% increase in general and administrative expenses. The total number of
employees working in our mid-stream segment increased by 31%. The 93% increase
in depreciation and amortization in our mid-stream segment came from the
additional depreciation and amortization associated with tangible and intangible
assets acquired between the comparative periods. Gas gathering
volumes per day for the first nine months of 2007 were down 10% compared to
the
first nine months of 2006 primarily due to a slow down of new well connections
associated with adverse winter weather and pipeline construction delays
primarily in the first quarter of 2007 and declining production rates on
existing wells. Subsequent declines will continue until further field
development results in new well connections. Gas processing volumes per day
for
the first nine months of 2007 were up 74% compared to the first nine months
of
2006 primarily due to the purchase of a gas processing system in September
of
2006 and the completion of another plant in July 2006. Operating
costs were increased $1.1 million due to our natural gas purchases
hedge.
Other
General and administrative expense increased $2.8 million in the first nine
months of 2007 compared to the first nine months of 2006. The
increase in cost was primarily from a 16% increase in the number of employees
associated with the growth of the company and increases in employee compensation
cost.
Total interest expense increased 60% between the comparative nine month periods.
Average debt outstanding was 45% higher in the first nine months of 2007 as
compared to the nine months of 2006 primarily due to the acquisition of
producing properties in the last four months of 2006 and the acquisition of
a
drilling company in the second quarter of 2007. Average debt outstanding
accounted for approximately 84% of the interest expense increase, with the
remaining 16% resulting from an increase in average interest rates on our bank
debt. Interest expense was reduced $0.5 million from settlements of our interest
rate swap. Associated with our increased level of development of oil and natural
gas properties, the construction of additional drilling rigs and the
construction of gas gathering systems, we capitalized $3.3 million of interest
in the first nine months of 2007 compared with $2.5 million in the first nine
months of 2006.
Income tax expense decreased $28.3 million or 21% due primarily to the decrease
in income before income taxes. Our effective tax rate for the first nine months
of 2007 was 35.8% versus 37.1% in the first nine months of
35
2006
with
the change due primarily to the increase in manufacturing tax deduction for
2007. The portion of our taxes reflected as current income tax expense for
the
first nine months of 2007 was $53.5 million or 50% of total income tax expense
in the first nine months of 2007 as compared with $89.7 million or 66% of
total
income tax expense in the first nine months of 2006. The reduction in
the percentage of tax expense recognized as current is the result of increased
intangible drilling costs to be deducted in the current year. Income
taxes paid in the first nine months of 2007 were $58.2
million.
In
January 2006, one of our drilling rigs was destroyed by a fire. No
personnel were injured although the drilling rig was a total
loss. Insurance proceeds for the loss exceeded our net book value and
provided a gain of approximately $1.0 million which is recorded in other
revenues.
SAFE
HARBOR STATEMENT
This report, including information included in, or incorporated by reference
from, future filings by us with the SEC, as well as information contained in
written material, press releases and oral statements issued by or on our behalf,
contain, or may contain, certain statements that are "forward-looking
statements” within the meaning of federal securities laws. All statements, other
than statements of historical facts, included or incorporated by reference
in
this report, which address activities, events or developments which we expect
or
anticipate will or may occur in the future are forward-looking statements.
The
words "believes,” "intends,” "expects,” "anticipates,” "projects,” "estimates,”
"predicts” and similar expressions are used to identify forward-looking
statements.
These forward-looking statements include, among others, such things
as:
|
•
|
|
the
amount and nature of our future capital expenditures;
|
|
•
|
|
the
amount of wells to be drilled or reworked;
|
|
•
|
|
prices
for oil and natural gas;
|
|
•
|
|
demand
for oil and natural gas;
|
|
•
|
|
our
exploration prospects;
|
|
•
|
|
estimates
of our proved oil and natural gas reserves;
|
|
•
|
|
oil
and natural gas reserve potential;
|
|
•
|
|
development
and infill drilling potential;
|
|
•
|
|
our
drilling prospects;
|
|
•
|
|
expansion
and other development trends of the oil and natural gas
industry;
|
•
|
our
business strategy;
|
||
•
|
production
of oil and natural gas reserves;
|
||
•
|
growth
potential for our mid-stream operations;
|
||
•
|
gathering
systems and processing plants we plan to construct or
acquire;
|
||
•
|
volumes
and prices for natural gas gathered and processed;
|
||
•
|
expansion
and growth of our business and operations; and
|
||
•
|
demand
for our drilling rigs and drilling rig
rates.
|
These statements are based on certain assumptions and analyses made by us in
light of our experience and our perception of historical trends, current
conditions and expected future developments as well as other factors we believe
are appropriate in the circumstances. However, whether actual results and
developments will conform to our expectations and predictions is subject to
a
number of risks and uncertainties which could cause actual results to differ
materially from our expectations, including:
|
•
|
|
the
risk factors discussed in this report and in the documents we incorporate
by reference;
|
|
•
|
|
general
economic, market or business conditions;
|
|
•
|
|
the
nature or lack of business opportunities that we
pursue;
|
|
•
|
|
demand
for our land drilling services;
|
|
•
|
|
changes
in laws or regulations; and
|
|
•
|
|
other
factors, most of which are beyond our
control.
|
You should not place undue reliance on any of these forward-looking statements.
Except as required by law, we disclaim any current intention to update
forward-looking information and to release publicly the results of
36
any
future revisions we may make to forward-looking statements to reflect events
or
circumstances after the date of this report to reflect the occurrence of
unanticipated events.
A
more
thorough discussion of forward-looking statements with the possible impact
of
some of these risks and uncertainties is provided in our Annual Report on Form
10-K filed with the SEC. We encourage you to get and read that
document.
Item
3. Quantitative and Qualitative Disclosure about Market
Risk
Our
operations are exposed to market risks primarily as a result of changes in
commodity prices and interest rates.
Commodity
Price Risk. Our major market risk exposure is in the
price we receive for our oil and natural gas production. These prices are
primarily driven by the prevailing worldwide price for crude oil and market
prices applicable to our natural gas production. Historically, the prices we
received for our oil and natural gas production have fluctuated and we expect
these prices to continue to fluctuate. The price of oil and natural gas also
affects both the demand for our drilling rigs and the amount we can charge
for
the use of our drilling rigs. Based on our first nine months of 2007 production,
a $0.10 per Mcf change in what we are paid for our natural gas production would
result in a corresponding $338,000 per month ($4.1 million annualized) change
in
our pre-tax cash flow. A $1.00 per barrel change in our oil price would have
a
$131,000 per month ($1.6 million annualized) change in our pre-tax operating
cash flow.
In
an
effort to try and reduce the impact of price fluctuations, over the past several
years we have periodically used hedging strategies to hedge the price we will
receive for a portion of our future oil and natural gas production. A detailed
explanation of those transactions has been included under hedging in the
financial condition portion of Management’s Discussion and Analysis of Financial
Condition and Results of Operations included above.
In
an effort to try
and reduce the impact of price fluctuations received for natural gas liquids,
in
June 2007 we entered into a series of natural gas liquid sales and natural
gas
purchase swaps to effectively lock in the fractionation spread we receive on
approximately 65% of our liquids processed and sold. A detailed explanation
of those transactions has been included under hedging in the financial condition
portion of Management’s Discussion and Analysis of Financial Condition and
Results of Operations included above.
Interest
Rate Risk. Our interest rate exposure relates to our
long-term debt, all of which bears interest at variable rates based on the
BOKF
National Prime Rate or the LIBOR Rate. At our election, borrowings under our
revolving credit facility may be fixed at the LIBOR Rate for periods of up
to
180 days. In February 2005, we entered into an interest rate swap for $50.0
million of our outstanding debt to help manage our exposure to any future
interest rate volatility and in October 2007 we added an additional $15.0
million interest rate swap. A detailed explanation of this transaction has
been
included under hedging in the financial condition portion of Management’s
Discussion and Analysis of Financial Condition and Results of Operations
included above. Based on our average outstanding long-term debt subject to
the
floating rate in the first nine months of 2007, a 1% change in the floating
rate
would reduce our annual pre-tax cash flow by approximately $1.3
million.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures. As of the end of the period
covered by this report, we carried out an evaluation, under the supervision
and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation
of
our disclosure controls and procedures under Exchange Act Rule 13a-15. Based
on
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective as of
September 30, 2007 in ensuring the appropriate information is recorded,
processed, summarized and reported in our periodic SEC filings relating to
the
company (including its consolidated subsidiaries) and is accumulated and
communicated to the Chief Executive Officer, Chief Financial Officer and
management to allow timely decisions.
Changes
in Internal Controls. There were no changes in our internal
controls over financial reporting during the quarter ended September 30, 2007
that could significantly affect these internal controls.
37
PART
II. OTHER
INFORMATION
Item
1. Legal Proceedings
The
company is a party to certain litigation arising in the ordinary course of
its
business. Although the amount of any liability that could arise with respect
to
these actions cannot be accurately predicted, in the company’s opinion, any such
liability will not have a material adverse effect on our business, financial
condition and/or operating results.
Item
1A. Risk Factors
In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2006, which could materially
affect our business, financial condition or future results. The risks described
in our Annual Report on Form 10-K are not the only risks facing our company.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.
There
have been no material changes to the risk factors disclosed in Item 1A in our
Form 10-K for the year ended December 31, 2006.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
Not
applicable
Item
3. Defaults Upon Senior Securities
Not
applicable
Item
4. Submission of Matters to a Vote of Security
Holders
Not
applicable
Item
5. Other Information
Not
applicable
Item
6. Exhibits
Exhibits:
10.2.48
|
Separation
Benefit Plan of Unit Corporation and Participating Subsidiaries as
amended, effective August 21, 2007.
|
15
|
Letter
re: Unaudited Interim Financial Information.
|
31.1
|
Certification
of Chief Executive Officer under Rule 13a – 14(a) of
the
|
Exchange
Act.
|
|
31.2
|
Certification
of Chief Financial Officer under Rule 13a – 14(a) of
the
|
Exchange
Act.
|
|
32
|
Certification
of Chief Executive Officer and Chief Financial Officer
under
|
Rule
13a – 14(a) of the Exchange Act and 18 U.S.C. Section 1350, as
adopted
|
|
under
Section 906 of the Sarbanes-Oxley Act of
2002.
|
38
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Unit
Corporation
|
||
Date: November
1, 2007
|
By: /s/
Larry D. Pinkston
|
|
LARRY
D. PINKSTON
|
||
Chief
Executive Officer and Director
|
||
Date: November
1, 2007
|
By: /s/
David T. Merrill
|
|
DAVID
T. MERRILL
|
||
Chief
Financial Officer and
|
||
Treasurer
|
39
SEPARATION
BENEFIT PLAN
OF
UNIT CORPORATION AND
PARTICIPATING
SUBSIDIARIES
as
amended
effective
August
21, 2007
Table
of Contents
Page
Article 1. Scope |
1
|
1
|
|
1
|
|
Article 2. Definitions |
1
|
Article 3. Benefits |
5
|
5
|
|
Section
3.2 Separation
Benefit
|
5
|
Section
3.3 Separation
Benefit
Amount
|
5
|
7
|
|
7
|
|
Section
3.6 Reemployment
of an Eligible
Employee
|
7
|
7
|
|
7
|
|
7
|
|
8
|
|
8
|
|
8
|
|
8
|
|
Section
4.2 Protection
of
Business
|
8
|
8
|
|
Article 5. Waiver and Release of Claims |
9
|
Article 6. Funding |
9
|
Article 7. Operation |
10
|
10
|
|
10
|
|
10
|
|
Article 8. Administration |
10
|
Section
8.1 Named
Fiduciary
|
10
|
Section
8.2 Fiduciary
Responsibilities
|
10
|
Section
8.3 Specific
Fiduciary
Responsibilities
|
10
|
Section
8.4 Allocations
and Delegations of
Responsibility
|
11
|
Section
8.5 Advisors
|
11
|
Section
8.6 Plan
Determination
|
11
|
i
Section
8.7 Claims
Review
Procedure
|
11
|
Section
8.8 Modification
and
Termination
|
13
|
Section
8.9 Indemnification
|
13
|
Section
8.10 Successful
Defense
|
13
|
13
|
|
13
|
|
Section
8.13 Repayment
of Advance
Payments
|
14
|
14
|
|
Article 9. Effective Date |
14
|
Article 10. Miscellaneous |
14
|
14
|
|
14
|
|
14
|
|
14
|
|
15
|
|
15
|
Attachment
A - Separation Agreement
Attachment
B - Separation Agreement
ii
SEPARATION
BENEFIT PLAN
OF
UNIT CORPORATION AND
PARTICIPATING
SUBSIDIARIES
Introduction
The
purpose of this Plan is to provide financial assistance to Eligible Employees
whose employment has terminated under certain conditions, in consideration
of
the waiver and release by such employees of any claims arising or alleged to
arise from their employment or the termination of employment. No employee is
entitled to any payment under this Plan except in exchange for and upon the
Employing Company’s receipt of a written waiver and release given in accordance
with the provisions of this Plan.
ARTICLE
1.
SCOPE
Section
1.1 Name
This
Plan
shall be known as the Separation Benefit Plan of Unit Corporation and
Participating Subsidiaries.
Section
1.2 Plan
Year
The
Plan
Year is the calendar year.
ARTICLE
2.
DEFINITIONS
2.1
|
"Administration
Committee” means the Committee established and appointed by the Board of
Directors or by a committee of the Board of
Directors.
|
2.2
|
"Base
Salary” means the regular basic cash remuneration before deductions for
taxes and other items withheld, and without regard to any salary
reduction
pursuant to any plans maintained by an Employing Company under Section
401
(k) or 125 of the Code, payable to an Employee for services rendered
to an
Employing Company, but not including pay for Bonuses, incentive
compensation, special pay, awards or
commissions.
|
2.3
|
"Beneficiary”
means the person designated by an Eligible Employee in a written
instrument filed with an Employing Company to receive benefits under
this
Plan.
|
2.4
|
"Board
of Directors” means the board of directors of the
Company.
|
2.5
|
"Bonus”
means any annual incentive compensation paid to an Employee over
and above
Base Salary earned and paid in cash or
otherwise.
|
2.6
|
"Change
in Control” of the Company shall be deemed to have occurred as of the
first day that any one or more of the following conditions shall
have been
satisfied:
|
(i) On
the close of business on the tenth day following the time the Company learns
of
the acquisition by any individual entity or group (a "Person”), including any
"person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act,
of beneficial ownership within the meaning of Rule 13d 3 promulgated under
the
Exchange Act, of 15% or more of either (i) the then outstanding shares of Common
Stock of the Company (the "Outstanding Company Common Stock”) or (ii) the
combined voting power of the then outstanding securities of the Company entitled
to vote generally in the
1
(ii) individuals
who, as of the date hereof, constitute the Board of Directors (the "Incumbent
Board”) cease for any reason to constitute at least a majority of such Board;
provided that any individual who becomes a Director of the Company subsequent
to
the date hereof whose election, or nomination for election by the Company’s
stockholders, was approved by the vote of at least a majority of the Directors
then comprising the Incumbent Board shall be deemed a member of the Incumbent
Board; and provided further, that any individual who was initially elected
as a
Director of the Company as a result of an actual or threatened election contest,
as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange act, or any other actual or threatened solicitation of proxies or
consents by or on behalf of any Person other than the Board shall not be deemed
a member of the Incumbent Board;
(iii) approval
by the stockholders of the company of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company (a "Corporate Transaction”); excluding, however, a Corporate Transaction
Pursuant to which (i) all or substantially all of the individuals or entities
who are the beneficial owners, respectively, of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or indirectly, more than
70% of, respectively, the outstanding shares of common stock, and the combined
voting power of the outstanding securities of such corporation entitled to
vote
generally in the election of Directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or indirectly) in
substantially the same proportions relative to each other as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Company
Common stock and the Outstanding Company Voting Securities, as the case may
be,
(ii) no Person (other than: the Company; the corporation resulting from such
Corporate Transaction; and any Person which beneficially owned, immediately
prior to such Corporate Transaction, directly or indirectly, 25% or more of
the
Outstanding Company Common Stock or the Outstanding Voting Securities, as the
case may be) will beneficially own, directly or indirectly, 25% or more of,
respectively, the outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined voting power of the
outstanding securities of such corporation entitled to vote generally
in
2
(iv) approval
by the stockholders of the Company of a plan of complete liquidation or
dissolution of the Company.
2.7
|
"Change
of Control Contract” means a Unit Corporation Key Employee Change of
Control Contract entered into between Unit Corporation and the individual
identified in such agreement as
"Executive”.
|
2.8
|
"Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
|
2.9
|
"Company”
means Unit Corporation, the sponsor of this
Plan.
|
2.10
|
"Comparable
Position” means a job with an Employing Company or successor company at
the same or higher Base Salary as an Employee’s current job and at a work
location within reasonable commuting distance from an Employee’s home, as
determined by such Employee’s Employing
Company.
|
2.11
|
"Completed
Year of Service” means the period of time beginning with an Employee’s
date of hire or the anniversary of such date of hire and ending twelve
months thereafter.
|
2.12
|
"Discharge
for Cause” means termination of the Employee’s employment by the Employing
Company due to:
|
(i) the
consistent failure of the Employee to perform the Employee’s prescribed duties
to the Employing Company (other than any such failure resulting from the
Employee’s incapacity due to physical or mental illness);
(ii) the
commission by the Employee of a wrongful act that caused or was reasonably
likely to cause damage to the Employing Company;
(iii) an
act of gross negligence, fraud, unfair competition, dishonesty or
misrepresentation in the performance of the Employee’s duties on behalf of the
Employing Company;
(iv) the
conviction of or the entry of a plea of nolo contendere by the Employee to
any
felony or the conviction of or the entry of a plea of nolo contendere to any
offense involving dishonesty, breach of trust or moral turpitude;
or
(v) a
breach of an Employee’s fiduciary duty involving personal profit.
2.13
|
"Eligible
Employee” means an Employee who is determined to be eligible to
participate in this Plan and receive benefits under Article
Three
|
2.14
|
(a) "Employee”
means a person who is
|
(i) a
regular full-time salaried employee of the Employing Company principally
employed in the continental United States, Alaska or Hawaii;
(ii) employed
by an Employing Company for work on a regular full-time salaried schedule of
at
least 40 hours per week for an indefinite period; or
(iii) a
regular employee who has been demoted or transferred from a full-time salaried
position to an hourly position and who, in the discretion of Employing Company
is deemed to retain his or her eligibility to participate in the
Plan.
3
(b) "Employee”
does not, under any circumstance, mean a person who is
(i) an
employee whose compensation is determined on an hourly basis or who holds a
position with the Employing Company that is generally characterized as an
"hourly” position, except were a specific employee is, after demotion, deemed to
be eligible to participate in the Plan under paragraph (a)(iii),
above;
(ii) an
employee who is classified by the Employing Company as a temporary
employee;
(iii) an
employee who is a member of a bargaining unit unless the employee’s union has
bargained this Plan pursuant to a current collective bargaining agreement
between the Employing Company and the union or the employee’s union bargains
this Plan pursuant to the bargaining obligations mandated by the National Labor
Relations Act;
(iv) an
employee retained by the Employing Company under a written contract, other
than
a Change of Control Contract; or
(v) any
worker who is retained by the Company or Employing Company as a "independent
contractor,” "leased employee,” or "temporary employee” but who is reclassified
as an "employee” of the Company or Employing Company by a state or federal
agency or court of competent jurisdiction.
2.15
|
"Employing
Company” means the Company or any subsidiary of the Company electing to
participate in this Plan under the provisions of Section
7.1.
|
2.16
|
"ERISA”
means the Employee Retirement Income Security Act of 1974, as from
time to
time amended, and all regulations and rulings issued thereunder by
governmental administrative bodies.
|
2.17
|
"Plan”
means the Separation Benefit Plan of Unit Corporation and Participating
Subsidiaries Plan, as set forth herein and as hereafter amended from
time
to time.
|
2.18
|
"Separation
Benefit” means the benefit provided for under this Plan as determined
under Article Three.
|
2.19
|
"Separation
Period” means the period of time over which an Employee receives
Separation Benefits under the Plan in semimonthly or other installment
payments.
|
2.20
|
"Termination
of Employment” means an Employee’s separation from the service of an
Employing Company determined by the Employing Company, provided that
a
Termination of Employment does not include any separation from service
resulting from:
|
(i) Discharge
for Cause,
(ii) court
decree or government action or recommendation having an effect on an Employing
Company operations or manpower involving rationing or price control or any
other
similar type cause beyond the control of an Employing Company,
(iii) prior
to a Change in Control, an offer to the Employee of a position with an Employing
Company, or affiliate, regardless whether the position offered provides
comparable wages and benefits to the position formerly held by the
Employee,
(iv) termination
pursuant to which an Employee accepts any benefits under an incentive retirement
plan or other severance or separation plan,
(v) termination
of an Employee who has a written employment contract which contains severance
provisions, or
4
(vi) failure
of an Employee to report to work as required by his or her Employing
Company.
Temporary
work cessations due to strikes, lockouts or similar reasons shall not be
considered a Termination of Employment. An Employee’s separation from service in
connection with the divestiture of any business of an Employing Company shall
not constitute a Termination of Employment if the Employee is offered a
Comparable Position by the purchaser or successor of such business, an affiliate
thereof, or an affiliate of an Employing Company. A separation from service
by
an Employee who is offered a Comparable Position arranged for or secured by
an
Employing Company does not constitute a Termination of Employment.
Notwithstanding
anything in this Section 2.20 to the contrary, a Termination of Employment
shall
be deemed to include any termination pursuant to which an Employee is entitled
to receive benefits under the terms of a Change of Control
Contract.
A
Termination of Employment shall be effective on the date specified by the
Employing Company (the "Termination Date”).
2.21
|
"Years
of Service" means the sum of the number of continuous Completed Years
of
Service as an Employee of an Employing Company during the period
of
employment beginning with the Employee’s most recent hire date and ending
with the Employee’s most recent termination date. Provided, in
the event an Employee was a member of the Board of Directors of an
Employing Company prior to (or after) the adoption of the August
21, 2007
Amendment to the Plan, such Employee shall be credited with the period
of
time beginning with his date of hire with an Employing Company, and
the
provisions in Section 2.14(b)(vi) of any prior version of the Plan
shall
be disregarded.
|
ARTICLE
3.
BENEFITS
Section
3.1 Eligibility
Each
Employee who has at least one active Year of Service with an Employing Company
immediately preceding the date of his or her Termination of Employment, who
complies with all administrative requirements of this Plan, including the
provisions of Article Five, and who works through his/her Termination Date
and
who is not engaged in a strike or lockout as of the Termination Date, is
eligible to participate in this Plan and, subject to all the terms of the Plan,
receive benefits as provided in this Article Three. An Employee is ineligible
to
participate in this Plan if such Employee fails to satisfy any of the
requirements of this Plan including, but not limited to, failure to establish
that his or her termination meet the requirements for a Termination of
Employment.
Section
3.2 Separation
Benefit
A
Separation Benefit shall be provided for Eligible Employees under the provisions
of this Article Three.
Section
3.3 Separation
Benefit Amount
The
Separation Benefit payable to an Eligible Employee under the Plan shall be
based, in part, on his/her Years of Service with the Company, or Employing
Company. The formula for determining an Employee’s Separation Benefit payment
shall be calculated by dividing the Employee’s average Base Salary for the one
year period ending immediately prior to the date of Termination of Employment
by
52 to calculate the weekly separation benefit (the "Weekly Separation Benefit”).
The amount of the Separation Benefit payable to the Eligible Employee shall
then
be determined in accordance with the following applicable
provision:
5
3.3.1 Involuntary
separation - In the event the Termination of Employment is the result of an
Employing Company terminating the employment of the Eligible Employee, the
Separation Benefit shall be determined according to the following
schedule:
Involuntary
Separation
Schedule
of Separation Benefits
Years
of
Service
|
Number
of Weekly
Separation
Benefit
Payments
|
Years
of
Service
|
Number
of Weekly
Separation
Benefit
Payments
|
1
|
4
|
14
|
56
|
2
|
8
|
15
|
60
|
3
|
12
|
16
|
64
|
4
|
16
|
17
|
68
|
5
|
20
|
18
|
72
|
6
|
24
|
19
|
76
|
7
|
28
|
20
|
80
|
8
|
32
|
21
|
84
|
9
|
36
|
22
|
88
|
10
|
40
|
23
|
92
|
11
|
44
|
24
|
96
|
12
|
48
|
25
|
100
|
13
|
52
|
26
or more
|
104
|
3.3.2 Voluntary
separation or death of the Eligible Employee - In the event the Termination
of Employment is the result of the Eligible Employee’s own action (such as by
way of example and not limitation, quitting, resignation or retirement) or
is as
a result of the Eligible Employee’s death, the Separation Benefit shall be
determined according to the following Schedule:
Voluntary
Separation
Schedule
of Separation Benefits
Years
of
Service
|
Number
of Weekly
Separation
Benefit
Payments
|
|||
1-19
|
0
|
|||
20
|
80
|
|||
21
|
84
|
|||
22
|
88
|
|||
23
|
92
|
|||
24
|
96
|
|||
25
|
100
|
|||
26
or more
|
104
|
6
Under
certain exceptional circumstances the Administration Committee may, in its
sole
and absolute discretion, choose to treat a voluntary separation as an
involuntary separation and allow an Eligible Employee to receive Separation
Benefits in accordance with the schedule set forth in Section
3.3.1.
Section
3.4 Separation
Benefit Limitation
Notwithstanding
anything in the Plan to the contrary, the Separation Benefit payable to any
Eligible Employee under this Plan shall never exceed the lesser of (i) 104
Weekly Separation Benefit payments; or (ii) the amount permitted under ERISA
to
maintain this Plan as a welfare benefit plan. The benefits payable under this
Plan shall be inclusive of and offset by any other severance or termination
payments (other than those made pursuant to a Change of Control Contract) made
by an Employing Company, including, but not limited to, any amounts paid
pursuant to federal, state, local or foreign government worker notification
(e.g., Worker Adjustment and Retraining Notification Act) or office closing
requirements.
Section
3.5 Withholding
Tax
The
Employing Company shall deduct from the amount of any Separation Benefits
payable under the Plan, any amount required to be withheld by the Employing
Company by reason of any law or regulation, for the payment of taxes or
otherwise to any federal, state, local or foreign government. In determining
the
amount of any applicable tax, the Employing Company shall be entitled to rely
on
the number of personal exemptions on the official form(s) filed by the Employee
with the Employing Company for purposes of income tax withholding on regular
wages.
Section
3.6 Reemployment
of an Eligible Employee
Entitlement
to the unpaid balance of any Separation Benefit amount due an Eligible Employee
under this Plan shall be revoked immediately upon reemployment of the person as
an Employee of an Employing Company. Such unpaid balance shall not be payable
in
any future period.
However,
if the person’s re-employment is subsequently terminated and he or she then
becomes entitled to a Separation Benefit under this Plan, Years of Service
for
the period of re-employment shall be added to that portion of his or her prior
service represented by the unpaid balance or the revoked entitlement for the
prior Separation Benefit.
Section
3.7 Integration
with Disability Benefits
The
Separation Benefit payable to an Eligible Employee with respect to any
Separation Period shall be reduced (but not below zero) by the amount of any
disability benefit payable from any disability plan or program sponsored or
contributed to by an employing Company. The amount of any such reduction shall
not be paid to the Eligible Employee in any future period.
Section
3.8 Plan
Benefit Offset
The
amount of any severance or separation type payment that an Employing Company
is
or was obligated to pay to an Eligible Employee under any law, decree, court
award, contract, program or other arrangement because of the Eligible Employee’s
separation from service from an Employing Company shall reduce the amount of
Separation Benefit otherwise payable under this Plan. Notwithstanding the
immediately preceding sentence, the terms of this Section 3.8 shall not be
applicable to any benefits paid under a Change of Control Contract.
Section
3.9 Recoupment
An
Employing Company may deduct from the Separation Benefit any amount owing to
an
Employing Company from
7
(a) the
Eligible Employee, or
(b) the
executor or administrator of the Eligible Employee’s estate.
Section
3.10 Completion
of Twenty Years of Service
Any
Eligible Employee who shall complete Twenty Years of Service prior to the
termination of this Plan shall be vested in his/her Separation Benefit
notwithstanding the subsequent termination of this Plan prior to such Employee’s
Termination of Employment. Any Separation Benefit deemed to have vested pursuant
to this section shall be payable upon such Employee’s Termination of Employment
with the Employing Company and shall be paid in accordance with the greater
of
(1) the Plan provisions in effect immediately prior to the termination of this
Plan, and (2) the Plan provisions in effect on the date the Employee completed
Twenty Years of Service.
Section
3.11 Change
in Control
Unless
otherwise provided in writing by the Board of Directors prior to a Change in
Control of the Company, all Eligible Employees shall be vested in his/her
Separation Benefit as of the date of the Change in Control based on such
Eligible Employee’s then Years of Service as determined by reference to the
schedule set forth in Section 3.3.1 of this Plan. Any Separation Benefit deemed
to have vested pursuant to this section shall be payable upon the Eligible
Employee’s Termination of Employment with the Employing
Company
and shall be paid in accordance with the Plan provisions in effect immediately
prior to the Change in Control.
ARTICLE
4.
METHOD
OF PAYMENT
Section
4.1 Separation
Benefit Payment
Separation
Benefit payments shall, unless otherwise determined by the Administration
Committee, be paid in the same manner as wages were paid to the
Employee.
Section
4.2 Protection
of Business
Any
Eligible Employee who receives Separation Benefits under Section 3.3 of this
Plan agrees that, in consideration of the Separation Benefits, the Employee
will
not, in any capacity, directly or indirectly, and on his or her own behalf
or on
behalf of any other person or entity, during the period of time he or she is
receiving such Separation Benefits, either (a) solicit or attempt to induce
any
current customer of the Company to cease doing business with the Company or
(b)
solicit or attempt to induce any employee of the Company to sever the employment
relationship (collectively, the "Protection of Business
Requirements”). Except as provided in the next paragraph and/or the
Separation Agreement, in the event the Eligible Employee violates the Protection
of Business Requirements of this Section (or the like provisions of his or
her
Separation Agreement), the Eligible Employee shall not be entitled to any
further payments of Separation Benefits under this Plan and shall be obligated
to repay the Employing Company all monies previously received as Separation
Benefits. In the event of a Change in Control, Employee’s obligations
under this Section shall expire and be canceled, and Employee shall be entitled
to Separation Benefits under this Plan in accordance with its terms even if
he
or she engages in conduct that would otherwise violate the Protection of
Business Requirements in this Section.
Section
4.3 Death
(a) Termination
of Employment as a result of death of Eligible Employee - In the event that
the Eligible Employee’s Termination of Employment is as a result of the
Employee’s death, the Separation Benefit shall be paid to the Eligible
Employee’s Beneficiary in accordance with the provisions of Section 3.3.2,
above.
8
(b) Death
of the Eligible Employee Subsequent to Termination of Employment - In the
event that an Eligible Employee’s death occurs subsequent to the date of
Termination of Employment, and before receipt of any or all of the benefits
to
which the Eligible Employee was entitled under this Plan, then the
Administration Committee may, in its sole and absolute discretion, pay a
computed lump sum value of the unpaid balance of the Eligible Employee’s
Separation Benefit to the Eligible Employee’s Beneficiary, and if there is no
designated, living Beneficiary, the computed lump sum value described above
may
be paid to the executor or administrator of the Eligible Employee’s estate. For
purposes of calculating the computed lump sum value as provided herein, the
Administration Committee may discount the present value of the future Separation
Benefit payments using a commercially reasonable discount rate.
ARTICLE
5.
WAIVER
AND RELEASE OF CLAIMS
Except
as
provided in Section 4.3(a), above, it is a condition of this Plan that no
Separation Benefit shall be paid to or for any Employee except upon due
execution and delivery to the Employing Company by that Employee of a Separation
Agreement in substantially the form attached to this Plan as Attachment "A” or
"B” or such other form as may be designated as the required Separation Agreement
from time to time, in the discretion of the Employing Company, by which the
Employee waives and releases the Company, its subsidiaries and their officers,
directors, agents, employees and affiliates from all claims arising or alleged
to arise out of his or her employment or the termination of employment
including, but not limited to the Age Discrimination in Employment Act of 1967,
Title VII of the Civil Rights Act of 1964, as amended, and all other state
and
federal laws governing the Employee’s employment. Said waiver and release as
provided in the Separation Agreement being given in exchange for and in
consideration of payment of the Separation Benefit, to which the Employee would
not otherwise be entitled. The determination whether the Employee shall be
required to execute a Separation Agreement in the form shown by Attachment
"A,”
"B” or otherwise shall be within the sole discretion of the Employing
Company.
In
connection with the execution of the Separation Agreement, the following
procedures shall be followed (except as modified from time to time, in the
discretion of the Employing Company): the Employee shall be advised in writing,
by receiving the written text of the Separation Agreement so stating, to consult
a lawyer before signing the Separation Agreement; the Employee shall be given
either twenty-one (21) days (when form shown by Attachment "A” is used), or
forty-five (45) days (when form shown by Attachment "B” is used) to consider the
Separation Agreement before signing; after signing, the Employee shall have
seven (7) days in which to revoke the Separation Agreement; and the Separation
Agreement shall not take effect until the seven (7) day revocation period has
passed.
In
addition, where the form shown by Attachment "B” is used, the Employee shall be
given: a written statement identifying for the Employee the class, unit or
group
of persons eligible to participate in the Plan and any time limits for
eligibility under the Plan; and the job titles and ages of all persons eligible
or selected for separation under the Plan in the same job classification or
organizational unit, and the ages of all persons not eligible or selected for
separation under the Plan.
ARTICLE
6.
FUNDING
This
Plan
is an unfunded employee welfare benefit plan under ERISA established by the
Company. Benefits payable to Eligible Employees shall be paid out of the general
assets of the Employing Company. The Employing Company shall not be required
to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Separation Benefits under the
Plan.
9
ARTICLE
7.
OPERATION
Section
7.1 Employing
Company Participation
Any
subsidiary of the Company may participate as an Employing Company in the Plan
upon the following conditions:
(a) Such
subsidiary shall make, execute and deliver such instruments as the Company
shall
deem necessary or desirable;
(b) Such
subsidiary may withdraw from participation as an Employing Company upon notice
to the Company in which event such subsidiary may continue the provisions or
this Plan as its own plan, and may thereafter, with respect thereto, exercise
all of the rights and powers theretofore reserved to the Company;
and
(c) Any
modification or amendment of the Plan made or adopted by the Company shall
be
deemed to have been accepted by each Employing Company.
Section
7.2 Status
of Subsidiaries
The
authority of each subsidiary to act independently and in accordance with its
own
best judgment shall not be prejudiced or diminished by its participation in
this
Plan and at the same time the several Employing Company may act collectively
in
respect of general administration of this Plan in order to secure administrative
economies and maximum uniformity.
Section
7.3 Termination
by an Employing Company
Any
Employing Company other than the Company may withdraw from participation in
the
Plan at any time by delivering to the Administration Committee written
notification to that effect signed by such Employing Company’s chief executive
officer or his delegate. Withdrawal by any Employing Company pursuant to this
paragraph or complete discontinuance of Separation Benefits under the Plan
by
any Employing Company other than the Company, shall constitute termination
of
the Plan with respect to such Employing Company, but such actions shall not
affect any Separation Benefit that has become payable to an Eligible Employee,
and such benefit shall continue to be paid in accordance with the Plan
provisions in effect on the Termination of Employment.
ARTICLE
8.
ADMINISTRATION
Section
8.1 Named
Fiduciary
This
Plan
shall be administered by the Company acting through the Administration Committee
or such other person as may be designated by the Company from time to time.
The
Administration Committee shall be the "Administrator” of the Plan and shall be,
in its capacity as Administrator, a "Named Fiduciary,” as such terms are defined
or used in ERISA.
Section
8.2 Fiduciary
Responsibilities
The
named
fiduciary shall fulfill the duties and requirements of such a fiduciary under
ERISA and is the Plan’s agent for service of legal process. The named fiduciary
may designate other persons to carry out such fiduciary responsibilities and
may
cancel such a designation. A person may serve in more than one fiduciary or
administrative capacity with respect to this Plan. The named fiduciary shall
periodically review the performance of the fiduciary responsibilities by each
designated person.
Section
8.3 Specific
Fiduciary Responsibilities
10
The
Administration Committee shall be responsible for the general administration
and
interpretation of the Plan and the proper execution of its provisions and shall
have full discretion to carry out its duties. In addition to any powers of
the
Administration Committee specified elsewhere in this Plan, the Administration
Committee shall have all discretionary powers necessary to discharge its duties
under this Plan, including, but not limited to, the following discretionary
powers and duties:
8.3.1 To
interpret or construe the terms of the Plan, including eligibility to
participate, and resolve ambiguities, inconsistencies and
omissions;
8.3.2 To
make and enforce such rules and regulations and prescribe the use of such forms
as it deems necessary or appropriate for the efficient administration of the
Plan; and
8.3.3 To
decide all questions concerning the Plan and the eligibility of any person
to
participate in the Plan.
Section
8.4 Allocations
and Delegations of Responsibility
The
Board
of Directors and the Administration Committee respectively shall have the
authority to delegate, from time to time, all or any part of its
responsibilities under this Plan to such person or persons as it may deem
advisable and in the same manner to revoke any such delegation of
responsibility. Any action of the delegate in the exercise of such delegated
responsibilities shall have the same force and effect for all purposes hereunder
as if such action had been taken by the Board of Directors or the Administration
Committee. The Company, the Board of Directors and the Administration Committee
shall not be liable for any acts or omissions of any such delegate. The delegate
shall report periodically to the Board of Directors or the Administration
Committee, as applicable, concerning the discharge of the delegated
responsibilities.
The
Board
of Directors and the Administration Committee respectively shall have the
authority to allocate, from time to time, all or any part of its
responsibilities under this Plan to one or more of its members as it may deem
advisable, and in the same manner to remove such allocation of responsibilities.
Any action of the member to whom responsibilities are allocated in the exercise
of such allocated responsibilities shall have the same force and effect for
all
purposes hereunder as if such action had been taken by the Board of Directors
or
the Administration Committee. The Company, the Board of Directors and the
Administration Committee shall not be liable for any acts or omissions of such
member. The member to whom responsibilities have been allocated shall report
periodically to the Board of Directors or the Administration Committee, as
applicable, concerning the discharge of the allocated
responsibilities.
Section
8.5 Advisors
The
named
fiduciary or any person designated by the named fiduciary to carry out fiduciary
responsibilities may employ one or more persons to render advice with respect
to
any responsibility imposed by this Plan.
Section
8.6 Plan
Determination
The
determination of the Administration Committee as to any question involving
the
general administration and interpretation or construction of the Plan shall
be
within its sole discretion and shall be final, conclusive and binding on all
persons, except as otherwise provided herein or by law.
Section
8.7 Claims
Review Procedure
Consistent
with the requirements of ERISA and the regulations thereunder as promulgated
by
the Secretary of Labor from time to time, the following claims review procedure
shall be followed with respect to the denial of Separation Benefits to any
Employee:
8.7.1 Within
thirty (30) days from the date of an Employee’s Termination of Employment, the
Employing Company shall furnish such Employee with an agreement and release
offering
11
Separation
Benefits under the Plan or notice of such Employee’s ineligibility for or denial
of Separation Benefits, either in whole or in part. Such notice from the
Employing Company will be in writing and sent to the Employee or the legal
representatives of his estate stating the reasons for such ineligibility
or
denial and, if applicable, a description of additional information that might
cause a reconsideration by the Administration Committee or its delegate of
the
decision and an explanation for the Plan’s claims review procedure. In the event
such notice is not furnished within thirty (30) days, any claim for Separation
Benefits shall be deemed denied and the Employee shall be permitted to proceed
to Section 8.7.2 below.
8.7.2 Each
Employee may submit a claim for benefits to the Administration Committee (or
to
such other person as may be designated by the Administration Committee) in
writing in such form as is permitted by the Administration Committee. An
Employee shall have no right to seek review of a denial of benefits, or to
bring
any action in any court to enforce a claim for benefits prior to his filing
a
claim for benefits and exhausting his rights to review under this
section.
When
claim for benefits has been filed properly, such claim for benefits shall be
evaluated and the Employee shall be notified of the approval or the denial
within ninety (90) days after the receipt of such claim unless special
circumstances require an extension of time for processing the claim. If such
an
extension of time for processing is required, written notice of the extension
shall be furnished to the Employee prior to the termination of the initial
ninety (90) day period which shall specify the special circumstances requiring
an extension and the date by which a final decision shall be reached (which
date
shall not be later than one hundred and eighty (180) days after the date on
which the claim was filed). The Employee shall be given a written notice in
which the Employee shall be advised as to whether the claim is granted or
denied, in whole or in part. If a claim is denied by the Administration
Committee, in whole or in part, the Employee shall be given written notice
which
shall contain (1) the specific reasons for the denial, (2) references to
pertinent Plan provisions upon which the denial is based, (3) a description
of
any additional material or information necessary to perfect the claim and an
explanation of why such material or information is necessary, and (4) the
Employee’s rights to seek review of the denial.
8.7.3 If
a claim is denied, in whole or in part, the Employee shall have the right to
request that the Administration Committee review the denial, provided that
the
Employee files a written request for review with the Administration Committee
within sixty (60) days after the date on which the Employee received written
notification of the denial. The Employee (or his duly authorized representative)
may review pertinent documents and submit issues and comments in writing to
the
Administration Committee. Within a reasonable period, which shall not be later
than sixty (60) days after a request for review is received the review shall
be
made and the Employee shall be advised in writing of the decision on review,
unless special circumstances require an extension of time for processing the
review, in which case the Employee shall be given a written notification within
such initial sixty (60) day period specifying the reasons for the extension
and
when such review shall be completed (provided that such review shall be
completed within one hundred and twenty (120) days after the date on which
the
request for review was filed). The decision on review shall be forwarded to
the
Employee in writing and shall include specific reasons for the decision and
references to Plan provisions upon which the decision is based. A decision
on
review shall be final and binding on all persons.
8.7.4 If
an Employee fails to file a request for review in accordance with the procedures
herein outlined, such Employee shall have no rights to review and shall have
no
right to bring action in any court and the denial of the claim shall become
final and binding on all Persons for all purposes.
8.7.5 The
determinations whether any person qualifies as an Eligible Employee under the
Plan; and whether to grant or deny any claim for benefits under this Plan shall
be made by the
12
Section
8.8 Modification
and Termination
The
Company may at any time, without notice or consent of any person, terminate
or
modify this Plan in whole or in part, and such termination or modification
shall
apply to existing as well as to future employees, but such actions shall not
affect any Separation Benefit that has become payable to an Eligible Employee,
and such benefit shall continue to be paid in accordance with the Plan
provisions in effect on the date of the Termination of Employment.
Section
8.9 Indemnification
To
the
extent permitted by law, the Company shall indemnify and hold harmless the
members of the Board of Directors, the Administration Committee members, and
any
employee to whom any fiduciary responsibility with respect to this Plan is
allocated or delegated to, and against any and all liabilities, costs and
expenses incurred by any such person as a result of any act, or omission to
act,
in connection with the performance of his/her duties, responsibilities and
obligations under this Plan, ERISA and other applicable law, other than such
liabilities, costs and expenses as may result from the gross negligence or
willful misconduct of any such person. The foregoing right of indemnification
shall be in addition to any other right to which any such person may be entitled
as a matter of law or otherwise. The Company may obtain, pay for and keep
current a policy or policies of insurance, insuring the members of the Board
of
Directors, the Administration Committee members and any other employees who
have
any fiduciary responsibility with respect to this Plan from and against any
and
all liabilities, costs and expenses incurred by any such person as a result
of
any act, or omission, in connection with the performance of his/her duties,
responsibilities and obligations under this Plan and under ERISA.
Section
8.10 Successful
Defense
A
person
who has been wholly successful, on the merits or otherwise, in the defense
of a
civil or criminal action or proceeding or claim or demand of the character
described in Section 8.9 above shall be entitled to indemnification as
authorized in such Section 8.9.
Section
8.11 Unsuccessful
Defense
Except
as
provided in Section 8.10 above, any indemnification under Section 8.9 above,
unless ordered by a court of competent jurisdiction, shall be made by the
Company only if authorized in the specific case:
8.11.1 By
the Board of Directors acting by a quorum consisting of directors who are not
parties to such action, proceeding, claim or demand, upon a finding that the
member of the Administration Committee has met the standard of conduct set
forth
in Section 8.9 above; or
8.11.2 If
a quorum under Section 8.11.1 above is not obtainable with due diligence the
Board of Directors upon the opinion in writing of independent legal counsel
(who
may be counsel to any Employing Company) that indemnification is proper in
the
circumstances because the standard of conduct set forth in Section 8.9 above
has
been met by such member of the Administration Committee.
Section
8.12 Advance
Payments
Expenses
incurred in defending a civil or criminal action or proceeding or claim or
demand may be paid by the Company or Employing Company, as applicable, in
advance of the final disposition of such action or proceeding, claim or demand,
if authorized in the manner specified in Section 8.11 above, except that, in
13
Section
8.13 Repayment
of Advance Payments
All
expenses incurred, in defending a civil or criminal action or proceeding, claim
or demand, which are advanced by the Company or Employing Company, as
applicable, under Section 8.12 above shall be repaid in case the person
receiving such advance is ultimately found, under the procedures set forth
in
this Article Eight, not to be entitled to the extent the expenses so advanced
by
the Company exceed the indemnification to which he or she is
entitled.
Section
8.14 Right
of Indemnification
Notwithstanding
the failure of the Company or Employing Company, as applicable, to provide
indemnification in the manner set forth in Section 8.11 and 8.12 above, and
despite any contrary resolution of the Board of Directors or of the shareholders
in the specific case, if the member of the Administration Committee has met
the
standard of conduct set forth in Section 8.9 above, the person made or
threatened to be made a party to the action or proceeding or against whom the
claim or demand has been made, shall have the legal right to indemnification
from the Company or Employing Company, as applicable, as a matter of contract
by
virtue of this Plan, it being the intention that each such person shall have
the
right to enforce such right of indemnification against the Company or Employing
Company, as applicable, in any court of competent jurisdiction.
ARTICLE
9.
EFFECTIVE
DATE
This
Plan
shall be effective as amended and restated on and after December 14,
2004.
ARTICLE
10.
MISCELLANEOUS
Section
10.1 Assignment
An
Employee’s right to benefits under this Plan shall not be assigned, transferred,
pledged, encumbered in any way or subject to attachment or garnishment, and
any
attempted assignment, transfer, pledge, encumbrance, attachment, garnishment
or
other disposition of such benefits shall be null and void and without
effect.
Section
10.2 Governing
Law
To
the
extent not governed by federal law, this Plan and all action taken under it
shall be governed by the laws of the State of Oklahoma, notwithstanding such
State’s choice of law provisions. If any part of the Plan is held by a court of
competent jurisdiction to be void or voidable, such holding shall not apply
to
render void or voidable the provisions of the Plan not encompassed in the
court’s holding. Where necessary to maintain the Plan’s validity, a court of
competent jurisdiction may modify the terms of this Plan to the extent necessary
to effectuate its purposes as demonstrated by the terms and conditions stated
herein.
Section
10.3 Employing
Company Records
The
records of the Employing Company with regard to any person’s Eligible Employee
status, Beneficiary status, employment history, Years of Service and all other
relevant matters shall be conclusive for purposes of administration of the
Plan.
Section
10.4 Employment
Non-Contractual
14
This
Plan
is not intended to and does not create a contract of employment, express or
implied, and an Employing Company may terminate the employment of any employee
with or without cause as freely and with the same effect as if this Plan did
not
exist. Nothing contained in the Plan shall be deemed to qualify, limit or alter
in any manner the Employing Company’s sole and complete authority and discretion
to establish, regulate, determined or modify at all time, the terms and
conditions of employment, including, but not limited to, levels of employment,
hours of work, the extent of hiring and employment termination, when and where
work shall be done, marketing of its products, or any other matter related
to
the conduct of its business or the manner in which its business is to be
maintained or carried on, in the same manner and to the same extent as if this
Plan were not in existence.
Section
10.5 Taxes
Neither
an Employing Company nor any fiduciary of this Plan shall be liable for any
taxes incurred by an Eligible Employee or Beneficiary for Separation Benefit
payments made pursuant to this Plan.
Section
10.6 Binding
Effect
This
Plan
shall be binding on the Company, any Employing Company and their successors
and
assigns, and the Employee, Employee’s heirs, executors, administrators and legal
representatives. As used in this Plan, the term "successor” shall include any
person, firm, corporation or other business entity which at any time, whether
by
merger, purchase or otherwise, acquires all or substantially all of the assets
or business of the Company or any Employing Company.
Section
10.7 Entire
Agreement
This
Plan
constitutes the entire understanding between the parties hereto and may be
modified only in accordance with the terms of this Plan.
15
SEPARATION
AGREEMENT "A”
[Name
of
Employing Company] ("Unit”) and ____________________________ ("Employee”) hereby
agree as follows:
Employee’s
employment will end on _____________________, 20__.
In
consideration for Employee’s agreement to the terms and conditions of this
Separation Agreement ("Agreement”), Unit will pay to Employee a Separation
Benefit of $_______________in accordance with and subject to the terms of the
Separation Benefit Plan of Unit Corporation and Participating Subsidiaries
(the
"Plan”).
Employee
knows that state and federal laws, including the Age Discrimination in
Employment Act and Title VII of the Civil Rights Act of 1964, as amended,
prohibit employment discrimination based on age, sex, race, color, national
origin, religion, handicap, disability, or veteran status, and that these laws
are enforced through the United States Equal Employment Opportunity Commission
("EEOC”), United States Department of Labor, and State Human Rights
Agencies.
EMPLOYEE
IS ADVISED TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS
AGREEMENT.
EMPLOYEE
HAS TWENTY ONE DAYS AFTER RECEIVING THIS AGREEMENT TO CONSIDER WHETHER TO SIGN
THIS AGREEMENT.
AFTER
SIGNING THIS AGREEMENT, EMPLOYEE HAS ANOTHER SEVEN (7) DAYS IN WHICH TO REVOKE
CONSENT TO THIS AGREEMENT. THIS AGREEMENT DOES NOT TAKE EFFECT UNTIL THOSE
SEVEN
DAYS HAVE PASSED.
In
exchange for receipt of the Separation Benefit described above, to which
Employee acknowledges he or she is not otherwise entitled, Employee forever
releases and discharges Unit Corporation and its subsidiaries, their officers,
directors, agents, employees, and affiliates from all claims, liabilities,
and
lawsuits arising out of Employee’s employment or the termination of that
employment, and agrees not to assert any such claim, liability or lawsuit.
Employee agrees that this release and discharge includes any claim under the
Age
Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964,
as amended, and any claim under other federal, state or local statute or
regulation relating to employment discrimination or employee benefits. Employee
agrees that this release and discharge includes any claim under any other
statute, regulation or common law rule relating to Employee’s employment or
termination of employment. This Agreement does not have any effect with respect
to acts or events occurring after the date upon which Employee signs the
Agreement. This Agreement does not limit any benefits to which Employee is
entitled under any retirement plans, if any.
As
further consideration for the payment of the Separation Benefit described above,
Employee agrees that Employee will not, in any capacity directly or indirectly
and on his or her own behalf or on behalf of any other person or entity, during
the period of time he or she is receiving such Separation Benefits, either
(a)
solicit or attempt to induce any current customer of the Company to cease doing
business with the Company or (b) solicit or attempt to induce any employee
of
the Company to sever the employment relationship (collectively, the "Protection
of Business Requirements”).
Except
as
provided in the next paragraph, in the event Employee violates the Protection
of
Business Requirements hereof, Employee shall not be entitled to any further
payments of Separation Benefits under the Plan or this Agreement and shall
be
obligated to repay Unit all Separation Benefit payments previously received
under the Plan and this Agreement.
In
the
event of a Change in Control of Unit Corporation (as defined in the Plan),
Employee’s obligations regarding the Protection of Business Requirements under
this Agreement shall expire and be canceled, and Employee shall be entitled
to
Separation Benefits provided under the Plan in accordance with
A-1
Employee
has carefully read and fully understands all the provisions of this Agreement.
This is the entire Agreement between the parties and is legally binding and
enforceable. Employee agrees that he or she has not relied upon any
representation or statement, written or oral, not set forth in this Agreement
when signing this Agreement.
This
Agreement shall be governed and interpreted under federal law and the laws
of
the State of Oklahoma, notwithstanding such State’s choice of law provisions. If
any part of this Agreement is held by a court of competent jurisdiction to
be
void or voidable, such holding shall not apply to render void or voidable the
provisions of this Agreement not encompassed in the court’s holding. Where
necessary to maintain this Agreement’s validity, a court of competent
jurisdiction may modify the terms of this Agreement to the extent necessary
to
effectuate its purposes as demonstrated by the terms and conditions stated
herein.
Employee
agrees that he or she has carefully read and fully understands all the provision
of this Agreement. This is the entire Agreement between the parties, and it
is
legally binding and enforceable. Employee agrees that he or she has not relied
upon any representation or statement, written or oral, not set forth in this
Agreement when signing this Agreement.
Employee
knowingly and voluntarily signs this Agreement.
1. Employee
acknowledges receipt of this Agreement on this ____ day of, ______________,
20__;
__________________________
(Employee)
2. Employee
acknowledges signing and, in signing, consenting to this Agreement on this
____
day of ______________, 20__;
__________________________
(Employee)
3. Employee
acknowledges that the seven (7) day revocation period shall end, and this
agreement shall be effective and enforceable as of the ____ day of
______________, 20__;
__________________________
(Employee)
(Name
of
Employing Company)
By:_____________________________________
Title:____________________________________
Date:____________________________________
A-2
SEPARATION
AGREEMENT "B”
[Name
of
Employing Company] ("Unit”) and _____________________ ("Employee”) hereby agree
as follows:
Employee’s
employment will end on _____________________, 20__.
In
consideration for Employee’s agreement to the terms and conditions of this
Separation Agreement ("Agreement”), Unit will pay to Employee a Separation
Benefit of $_______________, in accordance with, and subject to the terms of
the
Separation Benefit Plan of Unit Corporation and Participating Subsidiaries
(the
"Plan”).
Employee
knows that state and federal laws, including the Age Discrimination in
Employment Act and Title VII of the Civil Rights Act of 1964, as amended,
prohibit employment discrimination based upon age, sex, race, color, national
origin, religion, handicap, disability, or veteran status, and that these laws
are enforced through the United States Equal Employment Opportunity Commission
("EEOC”), United States Department of Labor, State Human Rights Agencies and
courts of competent jurisdiction.
EMPLOYEE
IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS
AGREEMENT.
EMPLOYEE
HAS FORTY FIVE (45) DAYS AFTER RECEIVING THIS AGREEMENT, AND THE WRITTEN
STATEMENT PROVIDED WITH THIS AGREEMENT, TO CONSIDER WHETHER TO SIGN THIS
AGREEMENT.
AFTER
SIGNING THIS AGREEMENT, EMPLOYEE HAS ANOTHER SEVEN (7) DAYS IN WHICH TO REVOKE
CONSENT TO THIS AGREEMENT. THIS AGREEMENT DOES NOT TAKE EFFECT UNTIL THOSE
SEVEN
(7) DAYS HAVE PASSED.
EMPLOYEE
ACKNOWLEDGES THAT, ALONG WITH THIS AGREEMENT, HE OR SHE HAS BEEN GIVEN A WRITTEN
STATEMENT: (A) WHICH DESCRIBES THE CLASS, UNIT, OR GROUP OF INDIVIDUALS COVERED
BY THE PLAN, ELIGIBILITY FACTORS UNDER THE PLAN, AND ANY TIME LIMITS APPLICABLE
TO THE PLAN; AND (B) THE JOB TITLES AND AGES OF ALL INDIVIDUALS ELIGIBLE OR
SELECTED FOR TERMINATION UNDER THE PLAN WITH THIS EMPLOYEE, AND THE AGES AND
JOB
TITLES OF ALL INDIVIDUALS IN THE SAME JOB CLASSIFICATION OR TITLE AS THOSE
EMPLOYEES ELIGIBLE OR SELECTED FOR TERMINATION UNDER THE PLAN WHO ARE NOT
ELIGIBLE OR SELECTED FOR TERMINATION.
In
exchange for receipt of the Separation Benefit described above, to which
Employee acknowledges he or she is not otherwise entitled, Employee forever
releases and discharges Unit Corporation and its subsidiaries, their officers,
directors, agents, employees, and affiliates from all claims, liabilities,
and
lawsuits arising out of Employee’s employment or the termination of that
employment, and agrees not to assert any such claim, liability or lawsuit.
Employee agrees that this release and discharge includes any claim under the
Age
Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964,
as amended, and any claim under other federal, state or local statute or
regulation relating to employment discrimination or employee benefits. Employee
agrees that this release and discharge includes any claim under any other
statute, regulation or common law rule relating to Employee’s employment or
termination of employment. This Agreement does not have any effect with respect
to acts or events occurring after the date upon which Employee signs the
Agreement. This Agreement does not limit any benefits to which Employee is
entitled under any retirement plans, if any.
Employee
agrees that he or she has carefully read and fully understands all the provision
of this Agreement. This is the entire Agreement between the parties, and it
is
legally binding and enforceable.
B-1
This
Agreement shall be governed and interpreted under federal law and the laws
of
the State of Oklahoma, notwithstanding such State’s choice of law provisions. If
any part of this Agreement is held by a court of competent jurisdiction to
be
void or voidable, such holding shall not apply to render void or voidable the
provisions of this Agreement not encompassed in the court’s holding. Where
necessary to maintain this Agreement’s validity, a court of competent
jurisdiction may modify the terms of this Agreement to the extent necessary
to
effectuate its purposes as demonstrated by the terms and conditions stated
herein.
Employee
knowingly and voluntarily signs this Agreement.
1. Employee
acknowledges receipt of this Agreement on this ____ day of, _______________,
20__;
_______________________
(Employee)
2. Employee
acknowledges signing and, in signing, consenting to this Agreement on this
____
day of ______________, 20__;
________________________
(Employee)
3. Employee
acknowledges that the seven (7) day revocation period shall end, and this
Agreement shall be effective and enforceable as of the ____ day of
______________, 20__;
__________________________
(Employee)
(Name
of
Employing Company)
By:
____________________________________
Title:
___________________________________
Date:
___________________________________
B-2
Exhibit
15
November
1, 2007
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Commissioners:
We
are
aware that our report dated November 1, 2007 on our review of interim financial
information of Unit Corporation for the three and nine month periods
ended September 30, 2007 and 2006 and included in the Company’s quarterly
report on Form 10-Q for the quarter ended September 30, 2007 is
incorporated by reference in its registration statements on Form S-8 (File
No.’s
33-19652, 33-44103, 33-49724, 33-64323, 33-53542, 333-38166, 333-39584,
333-135194 and 333-137857) and Form S-3 (File No.’s 333-104165
and 333-83551).
Very
truly yours,
/s/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
Exhibit
31.1
302
CERTIFICATIONS
I,
Larry
D. Pinkston, certify that:
1.
I have
reviewed this quarterly report on form 10-Q of Unit Corporation;
2.
Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made,
in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4.
The
registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a)
Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
(b)
Designed such internal control over
financial reporting, or caused such internal control over financial reporting
to
be designed under our supervision, to provide reasonable assurance regarding
the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;
(c)
Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and
(d)
Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial
information; and
(b)
Any fraud, whether or not material,
that involves management or other employees who have a significant role in
the
registrant’s internal control over financial reporting.
Date:
November 1, 2007
/s/
Larry D. Pinkston
LARRY
D.
PINKSTON
Chief
Executive Officer
and
Director
Exhibit
31.2
SECTION
302 CERTIFICATIONS
I,
David
T. Merrill, certify that:
1.
I have
reviewed this quarterly report on form 10-Q of Unit Corporation;
2.
Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made,
in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4.
The
registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a)
Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
(b)
Designed such internal control over
financial reporting, or caused such internal control over financial reporting
to
be designed under our supervision, to provide reasonable assurance regarding
the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;
(c)
Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and
(d)
Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial
information; and
(b)
Any fraud, whether or not material,
that involves management or other employees who have a significant role in
the
registrant’s internal control over financial reporting.
Date:
November 1, 2007
/s/
David T. Merrill
DAVID
T.
MERRILL
Chief
Financial Officer
and
Treasurer
Exhibit
32
CERTIFICATION
PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (A) AND (B) OF
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
Pursuant
to section 906 of the
Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63
of title 18, United States Code), each of the undersigned officers of Unit
Corporation a Delaware corporation (the "Company”), does hereby certify, to such
officer’s knowledge, that:
The
Quarterly Report on Form 10-Q for
the quarter ended September 30, 2007 (the "Form 10-Q”) of the Company fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and information contained in the Form 10-Q fairly presents,
in all material respects, the financial condition and results of operations
of
the Company as of September 30, 2007 and December 31, 2006 and for the
three and nine month periods ended September 30, 2007 and
2006.
Dated:
November 1, 2007
By:
/s/ Larry D. Pinkston
Larry
D.
Pinkston
Chief
Executive Officer and
Director
Dated:
November 1, 2007
By:
/s/ David T. Merrill
David
T.
Merrill
Chief
Financial Officer and
Treasurer
The
foregoing certification is being
furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States
Code) and is not being filed as part of the Form 10-Q or as a separate
disclosure document.
A
signed original of this written
statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been
provided to Unit Corporation and will be retained by Unit Corporation and
furnished to the Securities and Exchange Commission or its staff on
request.