0001193125-11-246694.txt : 20110913 0001193125-11-246694.hdr.sgml : 20110913 20110913140604 ACCESSION NUMBER: 0001193125-11-246694 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110908 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110913 DATE AS OF CHANGE: 20110913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA GAS CORP CENTRAL INDEX KEY: 0000003146 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 630022000 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-38960 FILM NUMBER: 111087732 BUSINESS ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 2053262742 MAIL ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGEN CORP CENTRAL INDEX KEY: 0000277595 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 630757759 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07810 FILM NUMBER: 111087731 BUSINESS ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD N CITY: BIRMINGHAM STATE: AL ZIP: 35203-2707 BUSINESS PHONE: 2053262997 MAIL ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD N CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER COMPANY: FORMER CONFORMED NAME: ALAGASCO INC DATE OF NAME CHANGE: 19851002 8-K 1 d231421d8k.htm FORM 8-K Form 8-K

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

September 8, 2011

 

Commission

File

Number

   Registrant    State of Incorporation    IRS Employer Identification Number

1-7810

2-38960

  

Energen Corporation

Alabama Gas Corporation

  

Alabama

Alabama

  

63-0757759

63-0022000

 

605 Richard Arrington Jr. Boulevard North

Birmingham, Alabama

      35203   

(Address of principal executive offices)

      (Zip Code)   

(205) 326-2700

(Registrant’s telephone number including area code)

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:

[ ] 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))

 

 

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ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e)

Energen Corporation (the “Company”) consolidated earnings per share and subsidiary net incomes are components of the fiscal year 2011 performance objectives for the Company’s Annual Incentive Compensation Plan (“AICP”). In setting these objectives, management and the Officer Review Committee (“ORC”) of the Company’s Board of Directors did not anticipate that the Company might enter into derivative transactions extending beyond December 31, 2011, unless such transactions qualified for cash flow hedge accounting. The Company has recently entered into derivative transactions extending beyond December 31, 2011, which do not qualify for cash flow hedge accounting (“Mark-to-Market Transactions”) and may enter into additional Mark-to-Market transactions during the third and fourth quarters of 2011. Mark-to-Market Transactions are recorded at fair value with gains or losses recognized in operating revenues in the period of change.

It is the ORC’s intent that Mark-to-Market Transaction gains or losses not impact the payment of 2011 incentives. In the event that Mark-to-Market Transactions result in net gains for 2011, the ORC intends to exercise its discretionary authority to reduce incentives paid under the AICP by excluding such gains from the calculation of earnings per share and net income in measuring the attainment of 2011 performance objectives under the AICP. In the event that Mark-to-Market Transactions result in net losses for 2011, the ORC intends to recommend that the Board of Directors award incremental discretionary bonuses such that the sum of a participant’s AICP bonus plus such participant’s discretionary bonus equals the bonus that would have been paid under the AICP if there had been no 2011 Mark-to-Market Transactions. The Company cannot estimate amounts payable to any officers under the AICP as of the date hereof.

 

ITEM 7.01

Regulation FD Disclosure

In a change from prior practice, the Company has recently entered into future year production derivative transactions which do not qualify for cash flow hedge accounting. These derivative transactions will be accounted for as mark-to-market transactions and recorded at fair value with gains or losses recognized in operating revenues in the period of change. The Company’s prior practice has been to structure such transactions with the expectation that they will qualify for cash flow hedge accounting.

On September 12, 2011, the Company issued a press release announcing the recent mark-to-market derivative transactions. The press release is attached hereto as Exhibit 99.1.

 

ITEM 9.01

Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K.

 

Exhibit

Number:

     

99.1

  

Press Release dated September 12, 2011

 

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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.

 

  

ENERGEN CORPORATION

ALABAMA GAS CORPORATION

                September 13, 2011                

  

By /s/ Charles W. Porter, Jr.

  

Charles W. Porter, Jr.

Vice President, Chief Financial Officer and Treasurer of
Energen Corporation and Alabama Gas Corporation

 

   

EXHIBIT INDEX

                EXHIBIT NUMBER                

   

DESCRIPTION

                             99.1

    *     

Press Release dated September 12, 2011

* This exhibit is furnished to, but not filed with, the Commission by inclusion herein.

 

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EX-99.1 2 d231421dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

For Release: 7:30 a.m. EDT

   Contacts: Julie S. Ryland

Monday, September 12, 2011

   205.326.8421

Energen Adds to Hedge Positions in 2012-2014

BIRMINGHAM, Ala.Energen Corporation (NYSE: EGN) announced today that its oil and gas exploration and production subsidiary, Energen Resources Corporation, has hedged an additional 960,000 barrels of its estimated oil production in 2012 and 480,000 barrels of its estimated oil production in both 2013 and 2014, all at NYMEX prices over $91 per barrel.

Energen is an active and long-time practitioner of using commodity derivative contracts to manage its exposure to price volatility. Historically, these derivatives (or hedges), as applied to production in future years, have qualified for cash flow hedge accounting treatment, with realized gains and losses recognized in production revenues when the forecasted transactions occurred.

Energen Resources’ latest hedges mark a change in the company’s practice, as these derivative transactions for production in future years do not qualify for cash flow hedge accounting. This change allows the company to enter into valid economic hedges for production in future years that is not currently flowing. Gains and losses from the change in fair value of derivative instruments that do not qualify for cash flow hedge accounting are reported in operating revenues each applicable reporting period and, therefore, can cause non-cash earnings volatility.

“As we invest record capital to drill and develop our extensive Permian Basin leasehold in the Wolfberry play and the 3rd Bone Spring, Avalon shale, and Wolfcamp trends, we want to provide additional protection for our cash flows beyond that allowed by our previous practice,” said Energen Chairman and CEO James McManus. “This will help ensure that we can implement our capital programs in 2012 and 2013 and generate attractive returns and double-digit production growth.”

Energen’s total hedge positions for 2012, 2013, and 2014 are as follows:

2012

Energen Resources’ hedge position for 2012 is as follows:

 

Commodity    Hedge Volumes    Estimated Production    NYMEXe Price

Natural Gas

   40.5 Bcf    75.0 - 81.0 Bcf    $4.99/Mcf

Oil

   5.5 MMBO    8.0 - 8.5 MMBO    $87.09/barrel

NGL

   39.9 MMgal    105.0 - 126.0 MMgal    $0.86/gallon

Energen Resources’ natural gas and oil hedge positions by hedge type for 2012 are as follows:

 

Natural Gas Hedges    Volumes (Bcf)    Assumed Differential    NYMEXe Price

San Juan Basin

   29.5    $0.35 per Mcf    $4.95 per Mcf

NYMEX

   11.0       $5.07 per Mcf


Oil Hedges    Volumes (MBO)    Assumed Differential    NYMEXe Price

Sour Oil (WTS)

   3,124    $3.00 per barrel    $83.20 per barrel

NYMEX

   2,363       $92.23 per barrel

2013

Energen Resources’ hedge position for 2013 is as follows:

 

Commodity    Hedge Volumes    Estimated Production    NYMEXe Price

Natural Gas

   33.9 Bcf    78.0 - 84.0 Bcf    $5.25/Mcf

Oil

   4.2 MMBO    9.0 - 9.5 MMBO    $88.70/barrel

NGL

   35.2 MMgal    126.0 - 147.0 MMgal    $1.02/gallon

Energen Resources’ natural gas and oil hedge positions by hedge type for 2013 are as follows:

 

Natural Gas Hedges    Volumes (Bcf)    Assumed Differential    NYMEXe Price

San Juan Basin

   25.1    $0.35 per Mcf    $5.23 per Mcf

NYMEX

   8.8       $5.30 per Mcf
Oil Hedges    Volumes (MBO)    Assumed Differential    NYMEXe Price

Sour Oil (WTS)

   2,768    $4.00 per barrel    $86.34 per barrel

NYMEX

   1,419       $93.31 per barrel

2014

Energen Resources’ hedge position for 2014 is as follows:

 

Commodity    Hedge Volumes    NYMEXe Price

Natural Gas

   19.8 Bcf    $5.55/Mcf

Oil (NYMEX)

   3.7 MMBO    $90.04/barrel

Energen Resources’ natural gas hedge position by hedge type for 2014 is as follows:

 

Natural Gas Hedges    Volumes (Bcf)    Assumed Differential    NYMEXe Price

San Juan Basin

   16.8    $0.35 per Mcf    $5.52 per Mcf

NYMEX

   3.0       $5.72 per Mcf

Average realized oil and gas prices for Energen Resources’ production associated with NYMEX contracts as well as for unhedged production will reflect the impact of basis differentials. Average realized NGL prices will be net of transportation and fractionation fees.

For production associated with basin-specific contracts, Energen Resources will receive the contracted hedge price. Energen may hedge basis differentials as applicable. In the tables above, the basin-specific contract prices were converted for comparability purposes to a NYMEX-equivalent price by adding to them Energen Resources’ assumed basis differentials.

 

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Energen Corporation is an oil and gas exploration and production company with headquarters in Birmingham, Alabama. Through Energen Resources Corporation, the company has approximately 900 million barrels of oil-equivalent proved, probable, and possible reserves. These all-domestic reserves are located mainly in the San Juan and Permian basins. For more information, go to http://www.energen.com.

 

This release contains statements expressing expectations of future plans, objectives and performance that constitute forward-looking statements made pursuant to the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. Except as otherwise disclosed, the Company’s forward-looking statements do not reflect the impact of possible or pending acquisitions, divestitures or restructurings. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. All statements based on future expectations rather than on historical facts are forward-looking statements that are dependent on certain events, risks and uncertainties that could cause actual results to differ materially from those anticipated. In addition, the Company cannot guarantee the absence of errors in input data, calculations and formulas used in its estimates, assumptions and forecasts. A more complete discussion of risks and uncertainties that could affect future results of Energen and its subsidiaries is included in the Company’s periodic reports filed with the Securities and Exchange Commission.

   

 

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