|
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)
|
Yes
[x]
|
No
[ ]
|
Large accelerated filer [x]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Yes
[ ]
|
No
[x]
|
Page
|
|||
Number
|
|||
PART
I. Financial Information
|
|||
Item
1.
|
Financial
Statements (Unaudited)
|
||
Consolidated
Condensed Balance Sheets
|
|||
March
31, 2007 and December 31, 2006
|
2
|
||
Consolidated
Condensed Statements of Income
|
|||
Three
Months Ended March 31, 2007 and 2006
|
4
|
||
Consolidated
Condensed Statements of Cash Flows
|
|||
Three
Months Ended March 31, 2007 and 2006
|
5
|
||
Consolidated
Condensed Statements of Comprehensive Income
|
|||
Three
Months Ended March 31, 2007 and 2006
|
6
|
||
Notes
to Consolidated Condensed Financial Statements
|
7
|
||
Report
of Independent Registered Public Accounting Firm
|
14
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial
|
||
Condition
and Results of Operations
|
15
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
28
|
|
Item
4.
|
Controls
and Procedures
|
28
|
|
PART
II. Other Information
|
|||
Item
1.
|
Legal
Proceedings
|
29
|
|
Item
1A.
|
Risk
Factors
|
29
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
29
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
29
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
29
|
|
Item
5.
|
Other
Information
|
29
|
|
Item
6.
|
Exhibits
|
29
|
|
Signatures
|
30
|
March
31,
|
December
31,
|
||||||||
2007
|
2006
|
||||||||
(In
thousands)
|
|||||||||
ASSETS
|
|||||||||
Current
Assets:
|
|||||||||
Cash and cash equivalents
|
$
|
603
|
$
|
589
|
|||||
Restricted cash
|
19
|
18
|
|||||||
Accounts receivable
|
191,893
|
200,415
|
|||||||
Materials and supplies
|
18,402
|
18,901
|
|||||||
Other
|
11,312
|
13,017
|
|||||||
Total
current assets
|
222,229
|
232,940
|
|||||||
Property
and Equipment:
|
|||||||||
Drilling equipment
|
828,730
|
781,190
|
|||||||
Oil and natural gas properties, on the full cost
|
|||||||||
method:
|
|||||||||
Proved
properties
|
1,394,270
|
1,330,010
|
|||||||
Undeveloped
leasehold not being amortized
|
59,774
|
53,687
|
|||||||
Gas gathering and processing equipment
|
93,234
|
85,339
|
|||||||
Transportation equipment
|
20,875
|
20,749
|
|||||||
Other
|
18,092
|
17,082
|
|||||||
2,414,975
|
2,288,057
|
||||||||
Less
accumulated depreciation, depletion, amortization
|
|||||||||
and impairment
|
778,921
|
735,394
|
|||||||
Net
property and equipment
|
1,636,054
|
1,552,663
|
|||||||
Goodwill
|
57,524
|
57,524
|
|||||||
Other
Intangible Assets, Net
|
16,435
|
17,087
|
|||||||
Other
Assets
|
14,023
|
13,882
|
|||||||
Total
Assets
|
$
|
1,946,265
|
$
|
1,874,096
|
March
31,
|
|
|
|
December
31,
|
|
||||
|
|
2007
|
|
|
|
2006
|
|||
(In
thousands)
|
|||||||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||||
Current
Liabilities:
|
|||||||||
Accounts payable
|
$
|
97,084
|
$
|
92,125
|
|||||
Accrued liabilities
|
45,304
|
52,166
|
|||||||
Income taxes payable
|
18,091
|
2,956
|
|||||||
Contract advances
|
4,421
|
5,061
|
|||||||
Current portion of other liabilities
|
10,037
|
8,634
|
|||||||
Total current liabilities
|
174,937
|
160,942
|
|||||||
Long-Term
Debt
|
152,000
|
174,300
|
|||||||
Other
Long-Term Liabilities
|
55,680
|
55,741
|
|||||||
Deferred
Income Taxes
|
337,997
|
325,077
|
|||||||
Shareholders’
Equity:
|
|||||||||
Preferred stock, $1.00 par value, 5,000,000 shares
|
|||||||||
authorized, none issued
|
---
|
---
|
|||||||
Common stock, $0.20 par value, 175,000,000 shares
|
|||||||||
authorized, 46,399,260 and 46,283,990 shares
|
|||||||||
issued, respectively
|
9,275
|
9,257
|
|||||||
Capital in excess of par value
|
338,691
|
333,833
|
|||||||
Accumulated other comprehensive income (loss)
|
(404
|
)
|
1,339
|
||||||
Retained earnings
|
878,089
|
813,607
|
|||||||
Total shareholders’ equity
|
1,225,651
|
1,158,036
|
|||||||
Total
Liabilities and Shareholders’ Equity
|
$
|
1,946,265
|
$
|
1,874,096
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
(In
thousands except per share amounts)
|
|||||||
Revenues:
|
|||||||
Contract
drilling
|
$
|
160,285
|
$
|
161,430
|
|||
Oil
and natural gas
|
86,106
|
94,326
|
|||||
Gas
gathering and processing
|
30,768
|
25,482
|
|||||
Other
|
112
|
1,570
|
|
||||
Total
revenues
|
277,271
|
282,808
|
|||||
Expenses:
|
|||||||
Contract
drilling:
|
|||||||
Operating
costs
|
76,287
|
80,309
|
|||||
Depreciation
|
12,717
|
11,841
|
|||||
Oil
and natural gas:
|
|||||||
Operating
costs
|
22,139
|
18,306
|
|||||
Depreciation,
depletion and amortization
|
29,347
|
24,182
|
|||||
Gas
gathering and processing:
|
|||||||
Operating
costs
|
27,501
|
22,801
|
|||||
Depreciation
and amortization
|
2,339
|
1,150
|
|||||
General
and administrative
|
5,182
|
3,966
|
|||||
Interest
|
1,641
|
990
|
|||||
Total
expenses
|
177,153
|
163,545
|
|||||
Income
Before Income Taxes
|
100,118
|
119,263
|
|||||
Income
Tax Expense:
|
|||||||
Current
|
22,697
|
30,158
|
|||||
Deferred
|
12,939
|
14,192
|
|||||
Total
income taxes
|
35,636
|
44,350
|
|||||
Net
Income
|
$
|
64,482
|
$
|
74,913
|
|||
Net
Income per Common Share:
|
|||||||
Basic
|
$
|
1.39
|
$
|
1.62
|
|||
Diluted
|
$
|
1.39
|
$
|
1.61
|
Three
Months Ended
|
|||||||||
March
31,
|
|||||||||
2007
|
2006
|
||||||||
(In
thousands)
|
|||||||||
Cash
Flows From Operating Activities:
|
|||||||||
Net income
|
$
|
64,482
|
$
|
74,913
|
|||||
Adjustments to reconcile net income to net cash
|
|||||||||
provided (used) by operating activities:
|
|||||||||
Depreciation, depletion and amortization
|
44,617
|
37,340
|
|||||||
Deferred tax expense
|
12,939
|
14,192
|
|||||||
Other
|
2,379
|
1,492
|
|||||||
Changes in operating assets and liabilities
|
|||||||||
increasing (decreasing) cash:
|
|||||||||
Accounts receivable
|
8,522
|
16,614
|
|||||||
Accounts payable
|
(15,877
|
)
|
(20,177
|
)
|
|||||
Materials and supplies inventory
|
499
|
(2,063
|
)
|
||||||
Accrued liabilities
|
10,619
|
12,324
|
|||||||
Contract advances
|
(640
|
)
|
5,338
|
||||||
Other - net
|
1,166
|
876
|
|||||||
Net cash provided by operating activities
|
128,706
|
140,849
|
|||||||
Cash
Flows From Investing Activities:
|
|||||||||
Capital expenditures
|
(112,403
|
)
|
(82,709
|
)
|
|||||
Proceeds from disposition of assets
|
1,153
|
2,889
|
|||||||
Other-net
|
(1
|
)
|
(1,339
|
)
|
|||||
Net cash used in investing activities
|
(111,251
|
)
|
(81,159
|
)
|
|||||
Cash
Flows From Financing Activities:
|
|||||||||
Borrowings under line of credit
|
22,100
|
21,500
|
|||||||
Payments under line of credit
|
(44,400
|
)
|
(76,200
|
)
|
|||||
Proceeds from exercise of stock options
|
191
|
625
|
|||||||
Book overdrafts
|
4,668
|
(5,741
|
)
|
||||||
Net cash used in financing activities
|
(17,441
|
)
|
(59,816
|
)
|
|||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
14
|
(126
|
)
|
||||||
Cash
and Cash Equivalents, Beginning of Year
|
589
|
947
|
|||||||
Cash
and Cash Equivalents, End of Period
|
$
|
603
|
$
|
821
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
(In
thousands)
|
|||||||
Net
Income
|
$
|
64,482
|
$
|
74,913
|
|||
Other
Comprehensive Income,
|
|||||||
Net of Taxes:
|
|||||||
Change in value of cash flow derivative
|
|||||||
instruments
used as cash flow hedges
|
|||||||
(net of tax of $877 and $64)
|
(1,534
|
)
|
224
|
||||
Reclassification -
|
|||||||
derivative settlements (net of tax or $114 and $26)
|
(209
|
)
|
(50
|
)
|
|||
Comprehensive
Income
|
$
|
62,739
|
$
|
75,087
|
Weighted
|
||||||||||
Income
|
|
Shares
|
|
Per-Share
|
||||||
(Numerator)
|
|
(Denominator)
|
|
Amount
|
||||||
(In
thousands except per share amounts)
|
||||||||||
For
the Three Months Ended
|
||||||||||
March
31, 2007:
|
||||||||||
Basic
earnings per common share
|
$
|
64,482
|
46,330
|
$
|
1.39
|
|||||
Effect of dilutive stock options and grants
|
---
|
203
|
---
|
|||||||
|
||||||||||
Diluted earnings per common share
|
$
|
64,482
|
46,533
|
$
|
1.39
|
|||||
For
the Three Months Ended
|
||||||||||
March 31, 2006:
|
||||||||||
Basic earnings per common share
|
$
|
74,913
|
46,200
|
$
|
1.62
|
|||||
Effect of dilutive stock options
|
---
|
214
|
(0.01
|
)
|
||||||
|
||||||||||
Diluted earnings per common share
|
$
|
74,913
|
46,414
|
$
|
1.61
|
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(In
thousands)
|
|||||||
Revolving
Credit Facility,
|
|||||||
with Interest at March 31, 2007 and
|
|||||||
December 31, 2006 of 6.4%,
|
$
|
152,000
|
$
|
174,300
|
|||
Less
Current Portion
|
---
|
---
|
|||||
Total
Long-Term Debt
|
$
|
152,000
|
$
|
174,300
|
.
|
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 banks.
|
.
|
consolidated
net worth of at least $350 million,
|
.
|
a
current ratio (as defined in the loan agreement) of not less than
1 to 1,
and
|
.
|
a
leverage ratio of long-term debt to consolidated EBITDA (as defined
in the
credit agreement) for the most recently ended rolling four fiscal
quarters
of no greater than 3.25 to 1.0.
|
March
31,
|
December
31,
|
||||||
|
|
|
2007
|
|
|
2006
|
|
|
|
(In
thousands)
|
|||||
Separation
Benefit Plans
|
|
$
|
3,752
|
|
$
|
3,516
|
|
Deferred
Compensation Plan
|
|
|
2,763
|
|
|
2,544
|
|
Retirement
Agreement
|
|
|
1,224
|
|
|
1,386
|
|
Workers’
Compensation
|
|
|
22,643
|
|
|
22,157
|
|
Gas
Balancing Liability
|
|
|
1,080
|
|
|
1,080
|
|
Plugging
Liability
|
|
|
34,255
|
|
|
33,692
|
|
|
|
|
65,717
|
|
|
64,375
|
|
Less
Current Portion
|
|
|
10,037
|
|
|
8,634
|
|
Total
Other Long-Term Liabilities
|
|
$
|
55,680
|
|
$
|
55,741
|
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
(In
thousands)
|
|||||||
Plugging
Liability, January 1
|
$
|
33,692
|
$
|
22,015
|
|||
Accretion
of Discount
|
434
|
310
|
|||||
Liability
Incurred
|
325
|
323
|
|||||
Liability
Settled
|
(331
|
)
|
(18
|
)
|
|||
Revision
of Estimates
|
135
|
6,968
|
|||||
Plugging
Liability, March 31
|
34,255
|
29,598
|
|||||
Less
Current Portion
|
1,091
|
477
|
|||||
Total
Long-Term Plugging Liability
|
$
|
33,164
|
$
|
29,121
|
First
Contract:
|
||||
Production
volume covered
|
10,000
MMBtus/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
MMBtus/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
|
First
Contract:
|
||||
Production
volume covered
|
10,000
MMBtus/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
|
Three
Months Ended
|
|
||||||
|
|
March
31,
|
|
||||
|
|
2007
|
|
2006
|
|||
(In
thousands)
|
|||||||
Revenues:
|
|||||||
Contract drilling
|
$
|
168,813
|
$
|
167,682
|
|||
Elimination of inter-segment revenue
|
8,528
|
6,252
|
|||||
Contract drilling net of
|
|||||||
inter-segment revenue
|
160,285
|
161,430
|
|||||
Oil and natural gas
|
86,106
|
94,326
|
|||||
Gas gathering and processing
|
33,931
|
29,238
|
|||||
Elimination of inter-segment revenue
|
3,163
|
3,756
|
|||||
Gas gathering and processing
|
|||||||
net of inter-segment revenue
|
30,768
|
25,482
|
|||||
Other
(1)
|
112
|
1,570
|
|||||
Total revenues
|
$
|
277,271
|
$
|
282,808
|
|||
Operating
Income (2):
|
|||||||
Contract drilling
|
$
|
71,281
|
$
|
69,280
|
|||
Oil and natural gas
|
34,620
|
51,838
|
|||||
Gas gathering and processing
|
928
|
1,531
|
|||||
Total operating income
|
106,829
|
122,649
|
|||||
General and administrative
|
|||||||
expense
|
(5,182
|
)
|
(3,966
|
)
|
|||
Interest expense
|
(1,641
|
)
|
(990
|
)
|
|||
Other income - net
|
112
|
1,570
|
|||||
Income before income taxes
|
$
|
100,118
|
$
|
119,263
|
(1) |
Includes
a $1.0 million gain 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.
|
•
Financial Condition
|
•
New Accounting Pronouncements
|
•
Results of Operations
|
•
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.
|
•
land contract drilling carried out by our subsidiary Unit Drilling
Company
and its subsidiary Unit Texas Drilling, L.L.C.;
|
•
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 and processing) carried out by our subsidiary Superior
Pipeline
Company, L.L.C.
|
|
|
March
31,
|
|
March
31,
|
|
|
Percent
|
|
||
|
|
2007
|
|
2006
|
|
|
Change
|
|
||
|
(In
thousands except percent amounts)
|
|||||||||
Working
Capital
|
|
$
|
47,292
|
$
|
44,242
|
|
|
7
|
%
|
|
Long-Term
Debt
|
$
|
152,000
|
$
|
90,300
|
68
|
%
|
||||
Shareholders’
Equity
|
|
$
|
1,225,651
|
$
|
913,411
|
|
|
34
|
%
|
|
Ratio
of Long-Term Debt to Total Capitalization
|
|
|
11
|
%
|
|
9
|
%
|
|
22
|
%
|
Net
Income
|
|
$
|
64,482
|
$
|
74,913
|
|
|
(14
|
)%
|
|
Net
Cash Provided by Operating Activities
|
|
$
|
128,706
|
$
|
140,849
|
|
|
(9
|
)%
|
|
Net
Cash Used in Investing Activities
|
|
$
|
(111,251
|
)
|
$
|
(81,159
|
)
|
|
37
|
%
|
Net
Cash Used In Financing Activities
|
|
$
|
(17,441
|
)
|
$
|
(59,816
|
)
|
|
(71
|
)%
|
|
|
March
31,
|
|
March
31,
|
|
|
Percent
|
|
||
|
|
2007
|
|
2006
|
|
|
Change
|
|
||
Oil
Production (MBbls)
|
|
|
356
|
|
|
327
|
|
|
9
|
%
|
Natural
Gas Production (MMcf)
|
|
|
10,673
|
|
|
10,713
|
|
|
---
|
%
|
Average
Oil Price Received
|
|
$
|
47.59
|
|
$
|
54.53
|
|
|
(13
|
)%
|
Average
Oil Price Received Excluding Hedges
|
|
$
|
47.59
|
|
$
|
54.53
|
|
|
(13
|
)%
|
Average
Natural Gas Price Received
|
|
$
|
6.37
|
|
$
|
7.04
|
|
|
(10
|
)%
|
Average
Natural Gas Price Received Excluding
|
||||||||||
Hedges
|
|
$
|
6.36
|
|
$
|
7.04
|
|
|
(10
|
)%
|
Average
Number of Our Drilling Rigs in Use During
|
||||||||||
the
Period
|
|
|
96.8
|
|
|
108.6
|
|
|
(11
|
)%
|
Total
Number of Drilling Rigs Available at the End
|
||||||||||
of
the Period
|
|
|
118
|
|
|
111
|
|
|
6
|
%
|
Average
Dayrate
|
$
|
19,427
|
$
|
17,122
|
13
|
%
|
||||
Gas
Gathered—MMBtu/day
|
|
|
226,081
|
|
|
215,341
|
|
|
5
|
%
|
Gas
Processed—MMBtu/day
|
43,327
|
|
|
30,668
|
|
|
41
|
%
|
||
Number
of Active Natural Gas Gathering Systems
|
|
|
37
|
|
|
36
|
|
|
3
|
%
|
.
|
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 banks.
|
.
|
consolidated
net worth of at least $350 million,
|
.
|
a
current ratio (as defined in the loan agreement) of not less than
1 to 1,
and
|
.
|
a
leverage ratio of long-term debt to consolidated EBITDA (as defined
in the
loan agreement) for the most recently ended rolling four fiscal
quarters
of no greater than 3.25 to 1.0.
|
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)
|
$
|
161,989
|
$
|
8,558
|
$
|
153,431
|
$
|
---
|
$
|
---
|
||||||||
Retirement
Agreements (2)
|
|
1,224
|
|
|
726
|
|
|
498
|
|
|
---
|
|
|
---
|
||||
Operating
Leases (3)
|
4,488
|
|
|
1,446
|
|
|
2,583
|
|
|
459
|
|
|
---
|
|||||
Drill
Pipe and
|
||||||||||||||||||
Drilling Components (4)
|
33,195
|
|
|
33,195
|
|
|
---
|
|
|
---
|
|
|
---
|
|||||
SerDrilco
Inc. Earn-Out
|
||||||||||||||||||
Agreement (5)
|
17,866
|
|
|
17,866
|
|
|
---
|
|
|
---
|
|
|
---
|
|||||
Total
Contractual
|
||||||||||||||||||
Obligations
|
$
|
218,762
|
$
|
61,791
|
$
|
156,512
|
$
|
459
|
$
|
---
|
(1)
|
See
the previous discussion in MD&A regarding our bank credit facility.
This obligation is presented in accordance with the terms of the
credit
facility and includes interest calculated at the March 31, 2007
interest
rate of 6.4% 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 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 payments of $25,000 through June 2009. In the first quarter of 2004, we assumed 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
will be paid in quarterly payments of $12,500 through December
31, 2007.
In the first quarter of 2005, we recorded $0.7 million in 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, will be paid in monthly payments of $31,250 starting
in November
2006 and continuing 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 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 $30.7 million
of
drill pipe and drill collars. We have also committed to purchase
$3.1
million of rig components with 20% or $0.6 million paid through
March 31,
2007.
|
(5)
|
On
December 8, 2003, the company acquired SerDrilco Incorporated and
its
subsidiary, Service Drilling Southwest, L.L.C., for $35.0 million
in cash.
The terms of the acquisition include an earn-out provision allowing
the
sellers to receive one-half of the cash flow in excess of $10.0
million
for each of the three years following the acquisition. For the
year ending
December 31, 2006, the third and final year of the earn-out period,
the
drilling rigs included in the earn-out provision had cash flow
providing
an earn-out of $17.9 million which was paid in April
2007.
|
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
|
||||||||||||||||||||
Plan (1)
|
$
|
2,763
|
Unknown
|
|
|
Unknown
|
|
|
Unknown
|
|
|
Unknown
|
||||||||
Separation
Benefit
|
||||||||||||||||||||
Plans (2)
|
$
|
3,752
|
$
|
Unknown
|
|
|
Unknown
|
|
|
Unknown
|
|
|
Unknown
|
|||||||
Plugging
Liability (3)
|
$
|
34,255
|
$
|
1,091
|
$
|
2,262
|
$
|
3,079
|
$
|
27,823
|
||||||||||
Gas
Balancing
|
||||||||||||||||||||
Liability (4)
|
$
|
1,080
|
Unknown
|
|
|
Unknown
|
|
|
Unknown
|
|
|
Unknown
|
||||||||
Repurchase
|
||||||||||||||||||||
Obligations (5)
|
Unknown
|
Unknown
|
|
|
Unknown
|
|
|
Unknown
|
|
|
Unknown
|
|||||||||
Workers’
Compensation
|
||||||||||||||||||||
Liability (6)
|
$
|
22,643
|
$
|
8,220
|
$
|
4,182
|
$
|
1,505
|
$
|
8,736
|
(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 consolidated condensed 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 March 31, 2007, there were
33
eligible employees participating 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 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.
|
First
Contract:
|
||||
Production
volume covered
|
10,000
MMBtus/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
MMBtus/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
|
First
Contract:
|
||||
Production
volume covered
|
10,000
MMBtus/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
|
Quarter
Ended
|
|
Quarter
Ended
|
|
|
|
|||||
|
|
|
March
31,
|
|
March
31,
|
|
Percent
|
|
||
|
|
|
2007
|
|
2006
|
|
Change
|
|||
Total
Revenue
|
$
|
277,271,000
|
$
|
282,808,000
|
(2
|
)%
|
||||
Net
Income
|
$
|
64,482,000
|
$
|
74,913,000
|
(14
|
)%
|
||||
Drilling:
|
||||||||||
Revenue
|
$
|
160,285,000
|
$
|
161,430,000
|
(1
|
)%
|
||||
Operating costs excluding depreciation
|
$
|
76,287,000
|
$
|
80,309,000
|
(5
|
)%
|
||||
Percentage of revenue from daywork
|
||||||||||
contracts
|
100
|
%
|
100
|
%
|
||||||
Average number of rigs in use
|
96.8
|
108.6
|
(11
|
)%
|
||||||
Average dayrate on daywork
|
|
|||||||||
contracts
|
$
|
19,427
|
$
|
17,122
|
|
13
|
%
|
|||
Depreciation
|
$
|
12,717,000
|
$
|
11,841,000
|
7
|
%
|
||||
Oil
and Natural Gas:
|
||||||||||
Revenue
|
$
|
86,106,000
|
$
|
94,326,000
|
(9
|
)%
|
||||
Operating costs excluding depreciation,
|
||||||||||
depletion and amortization
|
$
|
22,139,000
|
$
|
18,306,000
|
21
|
%
|
||||
Average natural gas price (Mcf)
|
$
|
6.37
|
$
|
7.04
|
(10
|
)%
|
||||
Average oil price (Bbl)
|
$
|
47.59
|
$
|
54.53
|
(13
|
)%
|
||||
Natural gas production (Mcf)
|
10,673,000
|
10,713,000
|
---
|
%
|
||||||
Oil production (Bbl)
|
356,000
|
327,000
|
9
|
%
|
||||||
Depreciation, depletion and
|
||||||||||
amortization rate (Mcfe)
|
$
|
2.28
|
$
|
1.90
|
20
|
%
|
||||
Depreciation, depletion and
|
||||||||||
amortization
|
$
|
29,347,000
|
$
|
24,182,000
|
21
|
%
|
||||
Mid-Stream
Operations:
|
||||||||||
Revenue
|
$
|
30,768,000
|
$
|
25,482,000
|
21
|
%
|
||||
Operating costs excluding depreciation
|
||||||||||
and amortization
|
$
|
27,501,000
|
$
|
22,801,000
|
21
|
%
|
||||
Depreciation and amortization
|
$
|
2,339,000
|
$
|
1,150,000
|
103
|
%
|
||||
Gas gathered - MMbtu/day
|
226,081
|
215,341
|
5
|
%
|
||||||
Gas processed - MMbtu/day
|
43,327
|
30,668
|
41
|
%
|
||||||
General
and Administrative Expense
|
$
|
5,182,000
|
$
|
3,966,000
|
31
|
%
|
||||
Interest
Expense
|
$
|
1,641,000
|
$
|
990,000
|
66
|
%
|
||||
Income
Tax Expense
|
$
|
35,636
|
$
|
44,350
|
(20
|
)%
|
||||
Average
Interest Rate
|
6.08
|
%
|
5.41
|
%
|
12
|
%
|
||||
Average
Long-Term Debt Outstanding
|
$
|
164,451,000
|
$
|
113,599,000
|
45
|
%
|
.
|
|
the
amount and nature of our future capital expenditures;
|
|
.
|
|
the
amount of wells we plan to drill or rework;
|
|
.
|
|
prices
for oil and natural gas;
|
|
.
|
|
demand
for oil and natural gas;
|
|
.
|
|
our
exploration prospects;
|
|
.
|
|
the
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.
|
|
.
|
|
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.
|
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.
|
|
Unit
Corporation
|
|
Date:
May 3, 2007
|
By:/s/
Larry D. Pinkston
|
|
LARRY
D. PINKSTON
|
||
Chief
Executive Officer and Director
|
||
Date:
May 3, 2007
|
By:/s/
David T. Merrill
|
|
DAVID
T. MERRILL
|
||
Chief
Financial Officer and
|
||
Treasurer
|