-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Up0kc0xlOleojesaquDEb/tGIumDQYmTU12Y3mZCS5TkblrQlH8Zr6EVgrKML3uC 7gP9eSA16aJhEE8RIWQBTQ== 0001157523-09-007821.txt : 20091106 0001157523-09-007821.hdr.sgml : 20091106 20091106094714 ACCESSION NUMBER: 0001157523-09-007821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091105 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091106 DATE AS OF CHANGE: 20091106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATP OIL & GAS CORP CENTRAL INDEX KEY: 0001123647 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760362774 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32647 FILM NUMBER: 091163028 BUSINESS ADDRESS: STREET 1: 4600 POST OAK PL STREET 2: STE 200 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136223311 MAIL ADDRESS: STREET 1: 4600 POST OAK PLACE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77027 8-K 1 a6092621.htm ATP OIL & GAS CORPORATION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 5, 2009

 

ATP Oil & Gas Corporation

(Exact name of registrant as specified in its charter)

Texas

000-32261

76-0362774

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4600 Post Oak Place, Suite 200

Houston, Texas

77027

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

713-622-3311

N/A

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition

On November 5, 2009, ATP Oil & Gas Corporation, a Texas corporation, issued a press release a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item
9.01.  Financial Statements and Exhibits

(c) Exhibits
 
99.1 Press release dated November 5, 2009

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 hereunto duly authorized.

ATP Oil & Gas Corporation

(Registrant)

 
 

Date

November 5, 2009

/s/ Albert L. Reese, Jr.

Albert L. Reese, Jr.

Chief Financial Officer

EX-99.1 2 a6092621ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

ATP Announces Third Quarter 2009 Results

HOUSTON--(BUSINESS WIRE)--November 5, 2009--ATP Oil & Gas Corporation (NASDAQ:ATPG) today announced third quarter 2009 results reflecting a net loss attributable to common shareholders of $9.1 million, or $(0.20) per basic and diluted share for the third quarter 2009, compared to a net profit of $36.5 million or $1.03 per basic and $1.02 per diluted share for the third quarter 2008. Oil and gas production for the third quarter 2009 was 1.4 MMBoe (56% oil) versus 2.0 MMBoe (40% oil) for the third quarter 2008. Revenues from oil and gas production were $75.0 million for the third quarter 2009, compared to $118.3 million for the third quarter 2008. This is the ninth consecutive quarter that oil revenues have accounted for more than half of ATP’s revenues. In the North Sea, the partial sale of producing properties coupled with the deliberate curtailment of production due to lower than anticipated gas prices led to lower volumes in 2009 compared with the previous periods. In the Gulf of Mexico unplanned maintenance on the turbine-compressors at Gomez and normal declines in production rates contributed to lower production volumes during the same comparable periods.

Operationally, ATP continued to focus on its Telemark Hub. Since the end of the second quarter, 2009 ATP:

  • Discovered additional pay sands at Mississippi Canyon (“MC”) 941 in the Telemark Hub;
  • On November 1, 2009, ATP’s new deepwater drilling and production facility, the ATP Titan, sailed out of dry dock and should arrive on location at MC 941 next week.

During the nine months ended September 30, 2009, ATP incurred $339.1 million of capital expenditures toward its capital expenditure budget. Additionally, ATP’s vendors agreed to defer payment of $23.6 million of property development costs and contributed services in exchange for net profits interests in Telemark totaling $101.7 million during the year. Total capital expenditures during the period were $559.6 million, including capitalized interest of approximately $71.5 million and foreign exchange gains and other noncash additions totaling $23.5 million. These costs were incurred primarily at the Telemark Hub for the activities mentioned above, the Gomez Hub and the Canyon Express Hub in the Gulf of Mexico and the Cheviot development in the North Sea. We are revising our 2009 estimated capital expenditure budget, which excludes capitalized interest, to a range of $400 to $450 million from the previously announced range of $350 million to $400 million.

From a financial standpoint, ATP was extremely active with asset monetization, capital market transactions and financing activities. Since the end of the second quarter of 2009 ATP:

  • Executed an agreement with its contractor to defer $99 million of Octabuoy hull construction costs without delaying the construction schedule;
  • Realized $74.5 million, net of fees and expenses, from monetizing both the oil and natural gas pipelines that service ATP’s Gomez Hub;
  • Conveyed an overriding royalty interest for $15 million;
  • Raised $93.4 million by selling common stock and $135.5 million by selling perpetual convertible preferred stock, net of fees and expenses;
  • Amended its senior secured term loan facilities to improve financial flexibility;
  • Reduced outstanding Term Loans by $112.6 million since June 30, 2009.

ATP had working capital of approximately $73.2 million as of September 30, 2009, an increase of approximately $36.7 million from December 31, 2008. Working capital, as defined in our Senior Secured Credit Facility, was $235.2 million as of September 30, 2009, compared to $72.6 million as of December 31, 2008. ATP had cash of $317.1 million at September 30, 2009, compared to $215.0 million at December 31, 2008.

ATP amended its agreement with COSCO Nantong Shipyard Ltd. (“COSCO”) of China to defer $99 million of primarily 2010 construction costs for the Octabuoy hull. This amendment will keep construction of the Octabuoy hull on pace for a 2011 delivery and facilitates ATP’s objective to achieve first oil production at Cheviot in 2012.

ATP executed an asset sale agreement in the third quarter of 2009 for net proceeds of $74.5 million for the oil and gas pipelines that service the Gomez Hub at MC 711. ATP used $42.2 million of net proceeds from this asset sale to reduce indebtedness. This transaction has been accounted for as a financing obligation in our financial statements.

ATP executed an asset sale agreement in October 2009 for net proceeds of $15.0 million for a dollar-denominated limited-term override in the Gomez Hub. ATP used $10.9 million of net proceeds from this asset sale to reduce indebtedness.

On September 29, 2009, ATP closed a public offering of 5.3 million shares of its common stock at a public offering price of $18.50 per share and a private placement of a new series of 8.0% convertible perpetual preferred stock. Net proceeds from the offerings were approximately $228.9 million. In the fourth quarter, ATP sold an additional 515,000 shares at $18.50 per share for $9.1 million in net proceeds pursuant to the underwriters’ overallotment option. ATP used $59.5 million of net proceeds from these equity offerings to reduce indebtedness.

On November 2, 2009, ATP added flexibility to its Senior Secured Credit Facility by widening its covenants for the reporting periods from December 31, 2009 through December 31, 2010. General terms of the amendment expand the Net Debt to EBITDAX ratio from 3.0x to 4.0x, the EBITDAX to Interest ratio from 2.5x to 2.0x and the current ratio from 1.0x to 0.8x. During this period, the spread on the rate for ATP’s Term Loans will increase by 2.75% through December 31, 2010. Beginning January 1, 2011, the spread on the rate for ATP’s Term Loans will decrease by 1.75% through final maturity in July 2014. ATP paid an initial fee to the lenders of a half percent at closing.

ATP's selected financial data schedule included within this press release contains additional information on the company’s activities for the third quarter 2009 and comparable period in 2008.

Selected Financial Data   Three Months Ended   Nine Months Ended
(Unaudited) September 30, September 30,
2009   2008 2009   2008
   
Production
Natural gas (MMcf) 3,689 7,267 12,113 29,080
Gulf of Mexico 2,925 3,794 9,811 15,734
North Sea 764 3,473 2,302 13,346
 
Oil and condensate (MBbls) 792 821 2,605 3,857
Gulf of Mexico 791 817 2,598 3,829
North Sea 1 4 7 28
 
Natural gas, oil and condensate
MMcfe 8,438 12,190 27,740 52,219
MBoe 1,406 2,032 4,623 8,703
 
Average Prices (1)
Natural gas (per Mcf) $ 3.92 $ 7.32 $ 4.33 $ 8.20
Gulf of Mexico 3.54 9.39 4.08 9.55
North Sea 5.38 5.06 5.39 6.60
Oil and condensate (per Bbl) 64.28 64.01 53.49 72.18
 
Natural gas, oil and condensate
Per Mcfe $ 7.75 $ 8.67 $ 6.91 $ 9.90
Per Boe 46.50 52.02 41.46 59.40
 
Deferred Revenue Recognized ($000's)
Natural gas $ 1,789 $ 2,434 $ 6,045 $ 3,843
Oil and condensate 7,931 10,161 26,350 15,608
Total 9,720 12,595 32,395 19,451
 
Gain (Loss) on Oil and Gas Derivatives ($000's)
Natural gas contracts
Realized or settled during the period $ 2,801 $ (3,605 ) $ 39,627 $ (3,605 )
Unrealized (557 ) 17,261 (17,209 ) (16,718 )
Oil and condensate contracts
Realized or settled during the period (1,289 ) 19,032 (1,744 ) 16,713
Unrealized (4,413 ) 8,336 (5,675 ) (5,509 )
Total (3,458 ) 41,024 14,999 (9,119 )
 
 
(1) Includes the effect of cash flow hedges in 2008. Effective January 1, 2009, four U.K. contracts are accounted for as hedges and aggregate net settlements of $0.9 million and $1.5 million are reflected in the average oil and gas prices noted above for the three and nine months ended September 30, 2009, respectively.

3rd Quarter 2009 Conference Call

ATP Oil & Gas Corporation (NASDAQ:ATPG) will host a live conference call on Thursday, November 5th at 11:00 am CT to discuss the company’s third quarter results followed by a Q&A session.

Date: Thursday, November 5, 2009

Time: 12:00 pm ET; 11:00 am CT; 10:00 am MT and 9:00 am PT

ATP invites interested persons to listen to the live webcast on the company’s website at www.atpog.com. Phone participants should dial 800-263-0877. A digital replay of the conference call will be available at 888-203-1112, ID# 7814540, for a period of 24 hours beginning at 1:00 pm CT, and the webcast will be archived for 30 business days at www.atpog.com.

About ATP Oil & Gas Corporation

ATP Oil & Gas is an international offshore oil and gas development and production company with operations in the Gulf of Mexico and the North Sea. The company trades publicly as ATPG on the NASDAQ Global Select Market. For more information about ATP Oil & Gas Corporation, visit www.atpog.com.

Forward-looking Statements

Certain statements included in this news release are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. ATP cautions that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from those ATP expects include changes in natural gas and oil prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as ATP’s ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business. More information about the risks and uncertainties relating to ATP’s forward-looking statements are found in the Company’s SEC filings.

CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
  September 30,   December 31,
2009 2008
Assets
 
Current assets:
Cash and cash equivalents $ 317,129 $ 214,993
Restricted cash 7,534 -
Accounts receivable (net of allowance of $290 and $352, respectively) 50,804 93,915
Deferred tax asset 35,371 39,150
Derivative asset 2,755 15,366
Other current assets   24,571     11,954  
Total current assets   438,164     375,378  
 
Oil and gas properties:
Oil and gas properties (using the successful efforts method of accounting):
Proved properties 3,349,352 2,802,315
Unproved properties   15,061     14,705  
3,364,413 2,817,020
Less accumulated depletion, impairment and amortization   (1,069,008 )   (944,817 )
Oil and gas properties, net   2,295,405     1,872,203  
 
Furniture and fixtures (net of accumulated depreciation) 391 470
Deferred financing costs, net 14,517 13,493
Other assets, net   14,628     14,066  
Total assets $ 2,763,105   $ 2,275,610  
 
Liabilities and Equity
 
Current liabilities:
Accounts payable and accruals $ 199,399 $ 277,914
Current maturities of term loans 109,949 10,500
Asset retirement obligation 30,156 32,854
Derivative liability 5,648 8,114
Deferred tax liability 27 -
Other current liabilities   19,789     9,537  
Total current liabilities 364,968 338,919
 
Term loans 1,203,265 1,356,130
Other long-term obligations 189,712 2,582
Asset retirement obligation 111,138 99,254
Deferred tax liability 99,219 101,953
Derivative liability 3,730 1,194
Deferred revenue   26,834     59,229  
Total liabilities   1,998,866     1,959,261  
 
 
Temporary equity-redeemable noncontrolling interest 139,598 -
 
Shareholders' equity:
Preferred stock, $0.001 par value, at liquidation value 140,000 -
Common stock, $0.001 par value 50 36
Additional paid-in capital 563,558 400,334
Retained earnings 17,855 29,644
Accumulated other comprehensive loss (95,911 ) (112,754 )
Treasury stock, at cost   (911 )   (911 )
Total shareholders' equity   624,641     316,349  
Total equity   764,239     316,349  
Total liabilities and equity $ 2,763,105   $ 2,275,610  
CONSOLIDATED INCOME STATEMENTS
(In Thousands, Except Per Share Amounts)
(Unaudited)
       
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
 
Oil and gas revenues $ 75,010 $ 118,347 $ 224,163 $ 536,193
Other   -     -     13,664     897  
  75,010     118,347     237,827     537,090  
 
Costs and operating expenses:
Lease operating 22,891 24,723 60,463 73,111
Exploration - 48 267 48
General and administrative 6,945 9,212 25,153 27,279
Depreciation, depletion and amortization 37,460 52,825 120,433 222,097
Impairment of oil and gas properties - - 8,748 -
Accretion of asset retirement obligation 2,995 4,211 8,940 12,792
Loss on abandonment 1,936 896 2,949 2,309
Other, net   408     (149 )   696     (259 )
  72,635     91,766     227,649     337,377  
Income from operations   2,375     26,581     10,178     199,713  
 
Other income (expense):
Interest income 182 1,079 555 2,951
Interest expense (net) (9,000 ) (26,606 ) (31,797 ) (78,969 )
Derivative income (expense) (3,458 ) 40,963 14,999 (9,187 )
Loss on extinguishment of debt   -     -     -     (24,220 )
  (12,276 )   15,436     (16,243 )   (109,425 )
 
Income (loss) before income taxes   (9,901 )   42,017     (6,065 )   90,288  
Income tax (expense) benefit:
Current (376 ) 6,710 (22 ) (3,648 )
Deferred   4,770     (12,244 )   4,116     (15,092 )
Total   4,394     (5,534 )   4,094     (18,740 )
 
Net income (loss) (5,507 ) 36,483 $ (1,971 ) 71,548
Less net income attributable to the redeemable noncontrolling interest   (3,552 )   -     (9,818 )   -  
Net income (loss) attributable to shareholders (9,059 ) 36,483 (11,789 ) 71,548
Less preferred stock dividends   (62 )   -     (62 )   -  
Net income (loss) attributable to common shareholders $ (9,121 ) $ 36,483   $ (11,851 ) $ 71,548  
 
Net income (loss) per share attributable to common shareholders:
Basic $ (0.20 ) $ 1.03   $ (0.30 ) $ 2.02  
Diluted $ (0.20 ) $ 1.02   $ (0.30 ) $ 1.99  
 
Weighted average shares outstanding:
Basic   44,520     35,452     39,038     35,441  
Diluted   44,520     35,815     39,038     35,871  
CONSOLIDATED CASH FLOW DATA
(In Thousands)
(Unaudited)
  Nine Months Ended
September 30,
2009   2008
Restated
Cash flows from operating activities:
Net income $ (1,971 ) $ 71,548
Adjustments to operating activities 145,670 292,852
Changes in assets and liabilities   (18,547 )   36,303  
Net cash provided by operating activities   125,152     400,703  
 
Cash flows from investing activities:
Additions to oil and gas properties (464,983 ) (691,531 )
Additions to furniture and fixtures (126 ) (129 )
Proceeds from disposition of oil and gas properties - 82,644
Decrease in restricted cash   (7,534 )   13,864  
Net cash used in investing activities   (472,643 )   (595,152 )
 
Cash flows from financing activities:
Proceeds from term loans - 1,608,750
Principal payments of term loans (61,289 ) (1,404,278 )
Deferred financing costs - (15,523 )
Proceeds from sale of noncontrolling interest 148,751 -
Partner distributions (15,408 ) -
Pipeline transaction 74,511 -
Net profits interest payments (1,211 ) (13,602 )
Sale of common stock, net of issuance costs 161,592 -
Sale of convertible preferred stock, net of issuance costs 135,549 -
Exercise of stock options   83     33  
Net cash provided by financing activities   442,578     175,380  
 
Effect of exchange rate changes on cash   7,049     (2,022 )
 
Net increase (decrease) in cash and cash equivalents 102,136 (21,091 )
Cash and cash equivalents, beginning of period   214,993     199,449  
 
Cash and cash equivalents, end of period $ 317,129   $ 178,358  

Hedges and Derivatives Contracts

             
      2010
4Q   FY 1Q   2Q   3Q   4Q   FY
Gulf of Mexico
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu) 1,912 1,912 1,800 905 910 910 4,525
Price ($/MMBtu) $ 4.93 $ 4.93 $ 5.37 $ 5.73 $ 5.73 $ 5.73 $ 5.58
 
Crude Oil
Volumes (MBbls) 460 460 450 455 184 184 1,273
Price ($/Bbl) $ 67.60 $ 67.60 $ 67.60 $ 67.60 $ 70.00 $ 70.00 $ 68.29
Reparticipation calls ($/Bbl) $ 95.00 $ 95.00 $ 95.00 $ 95.00 $ 110.00 $ 110.00 $ 99.34
 
Collars
Natural Gas
Volumes (MMMBtu) 460 460 450 1,365 1,380 1,380 4,575
Floor Price ($/MMBtu) $ 4.00 $ 4.00 $ 4.00 $ 4.75 $ 4.75 $ 4.75 $ 4.68
Ceiling Price ($/MMBtu) $ 7.00 $ 7.00 $ 7.00 $ 7.95 $ 7.95 $ 7.95 $ 7.86
 
Puts
Crude Oil
Volumes (MBbls) 460 460 90 91 92 92 365
Floor Price ($/Bbl) $ 29.75 $ 29.75 $ 24.70 $ 24.70 $ 24.70 $ 24.70 $ 24.70
 
North Sea
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu) 759 759 270 273 276 276 1,095
Price ($/MMBtu)(1) $ 6.50 $ 6.50 $ 7.26 $ 7.26 $ 7.26 $ 7.26 $ 7.26
 
Collars
Natural Gas
Volumes (MMMBtu) 450 455 460 460 1,825
Floor Price ($/MMBtu)(1) $ 6.27 $ 6.27 $ 6.27 $ 6.27 $ 6.27
Ceiling Price ($/MMBtu)(1) $ 9.41 $ 9.41 $ 9.41 $ 9.41 $ 9.41
                             
The above are ATP's outstanding financial and physical commodity contracts.
Additional hedges, derivatives and fixed price contracts, if any, will be announced during the year.
(1) Assumes USD $1.65 to GBP 1.00 currency translation rate.
   
 
2011
1Q   2Q

   3Q   

   4Q   

FY
Gulf of Mexico
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)
Price ($/MMBtu)
 
Crude Oil
Volumes (MBbls) 90 91 181
Price ($/Bbl) $ 72.00 $ 72.00 $ 72.00
Reparticipation calls ($/Bbl) $ 115.00 $ 115.00 $ 115.00
 
Collars
Natural Gas
Volumes (MMMBtu) 1,350 1,350
Floor Price ($/MMBtu) $ 4.75 $ 4.75
Ceiling Price ($/MMBtu) $ 7.95 $ 7.95
 
Puts
Crude Oil
Volumes (MBbls)
Floor Price ($/Bbl)
 
North Sea
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)
Price ($/MMBtu)(1)
 
Collars
Natural Gas
Volumes (MMMBtu) 270 270
Floor Price ($/MMBtu)(1) $ 6.27 $ 6.27
Ceiling Price ($/MMBtu)(1) $ 9.41 $ 9.41
               
The above are ATP's outstanding financial and physical commodity contracts.
Additional hedges, derivatives and fixed price contracts, if any, will be announced during the year.
(1) Assumes USD $1.65 to GBP 1.00 currency translation rate.

CONTACT:
ATP Oil & Gas Corporation, Houston
Chairman and CEO
T. Paul Bulmahn, 713-622-3311
or
Chief Financial Officer
Albert L. Reese Jr., 713-622-3311
www.atpog.com

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