0000844965-10-000069.txt : 20110714 0000844965-10-000069.hdr.sgml : 20110714 20101022162155 ACCESSION NUMBER: 0000844965-10-000069 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20101022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000844965 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742148293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 24955 INTERSTATE 45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813671983 MAIL ADDRESS: STREET 1: 24955 INTERSTATE 45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 CORRESP 1 filename1.htm tticover-20101022.htm
 
 
October 22, 2010
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C.  20549

Attention:  H. Roger Schwall, Assistant Director

Re:       TETRA Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010
File No. 001-13455

Dear Mr. Schwall:

We have received your letter of September 28, 2010 (the “Comment Letter”) addressed to me, President and Chief Executive Officer of TETRA Technologies, Inc. (the “Company”), pursuant to which you provided comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pertaining to the Company’s (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Commission on March 1, 2010 (the “Form 10-K”), and (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010, filed with the Commission on May 10, 2010 and August 9, 2010, respectively.  Set forth in the attached memorandum are the responses of the Company to the Comment Letter with respect to the above-referenced filings.  For your convenience, the comments provided by the Staff have been included before each response, in italicized text, in the order presented in the Comment Letter.

The Company acknowledges that:
 
 
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;
 
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
Should you have any questions or comments, please call Bass Wallace at (281) 364-2241 or Bill McDonald at Andrews Kurth LLP at (713) 220-4813.  We would appreciate the opportunity to confer with the Staff before its response and/or the issuance of any additional comments.
 
Yours very truly,
 
/s/Stuart M. Brightman      
Stuart M. Brightman
President and Chief Executive Officer
 
cc:        Karl Hiller, Securities and Exchange Commission
Kevin Dougherty, Securities and Exchange Commission
Bass C. Wallace, Jr., TETRA Technologies, Inc.
Brad Farber, Ernst & Young LLP
Bill McDonald, Andrews Kurth LLP
 
 
 

 
CORRESP 2 filename2.htm tticorresp-20101022.htm
MEMORANDUM

TETRA TECHNOLOGIES, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
FORM 10-Qs FOR THE FISCAL QUARTERS ENDED MARCH 31 AND JUNE 30, 2010

Form 10-K for Fiscal Year Ended December 31, 2009

Properties, page 24
Oil and Gas Reserves, page 25

1.  
You appear to have grouped together your proved reserves related to crude oil, condensate and NGLs.  Please explain why you do not believe it is necessary to disclose separately these three products. Also tell us if in your primary economic assumptions you used the same price for oil, condensate and NGLs.
 
Response:

The column labeled “Oil” in the Summary of Oil and Gas Reserves as of December 31, 2009 table on page 27 of the Form 10-K does include crude oil, condensate and natural gas liquids (“NGLs”).  The Company did not separately disclose NGLs in the Summary of Oil and Gas Reserves table since the amounts of NGLs were not considered to be material relative to the Company’s total proved liquid reserves.  NGLs comprised approximately 2.9% of the Company's estimated total proved liquid reserves.  The Company did not separately disclose condensate in the table since crude oil and condensate are often combined for sale and it is not practicable to separately disclose the amount of condensate.

The Company’s estimates of total proved reserves, proved developed reserves and proved undeveloped reserves as of December 31, 2009 are based on the average price of oil and natural gas during the twelve-month period then ended, determined as an unweighted arithmetic average of the first-day-of-the-month for each month within the period.  Prices for NGLs are usually significantly less than prices for crude oil and condensate and the prices for NGLs are calculated as a percentage of the crude oil benchmark.  In estimating reserves, different prices were used for oil, gas and NGLs for purposes of projecting future cash flows from the respective properties.

In the Company’s future filings, the Company will prepare the Summary of Oil and Gas Reserves table to add a separate column for NGLs; however, the Company respectfully submits that due to the manner in which condensate is marketed with crude oil, it is not practicable to include a separate column for condensate.
 
 
 

 
 
2.  
Please expand your disclosure to provide information about your delivery commitments.  Refer to Item 1207 of Regulation S-K.
 
Response:

The Company has no delivery commitments that were required to be disclosed pursuant to Item 1207 of Regulation S-K.

3.  
We note your disclosure at page 27 that in 2009 Maritech did not expend any of its development costs to convert proved undeveloped reserves to proved developed reserves.  While you disclose that all of the proved undeveloped reserves have been classified as such for less than five years, the Ryder Scott report (at page 4) indicates that 9 percent of the present value of the properties audited by Ryder Scott as estimated by Maritech are scheduled to start producing after January 1, 2015.  Please tell us:
 
Ÿ  
The portion of your total proved reserves scheduled to start producing after January 1, 2015, and provide a schedule of when these reserves will start producing; and
 
Ÿ  
Explain how you determined that the PUDs scheduled to start producing after January 1, 2015 qualify as proved reserves considering the length of time to develop these reserves.
 
Refer to Questions 131.03 to 131.05 of the Oil and Gas Rules Compliance and Disclosure Interpretations, available on our website at: http://www.sec.gov/divisions/corpfin/guidance/oilandgas-interp.htm.
 
Response:

The portion of total proved reserves scheduled to start producing after January 1, 2015

The Company estimates that of the total proved reserves held by Maritech Resources, Inc. (“Maritech”) as of December 31, 2009, approximately 15.1% of the total proved reserves are scheduled to start producing after January 1, 2015.  The following table sets forth the estimated schedule, based upon existing and forecasted economic conditions, when the proved reserves as of December 31, 2009 and scheduled to start producing after January 1, 2015 are expected to commence production.
 
 
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Year
Percentage of Proved Reserves
Scheduled to Begin Production
2015
7.3%
2016
1.7%
2017
1.7%
2018
3.7%
2019
0.3%
2020
0.4%

The Company maintains that the classification of Maritech’s undeveloped oil and gas reserves as proved reserves, even though production may not commence prior to January 1, 2015, is appropriate since no drilling is required and development is planned.  The undeveloped reserves scheduled to begin production after January 1, 2015 relate to reserves which are recompletions (i.e., “behind the pipe”) in existing producing wells since the reservoir has already been penetrated by an existing well and the undeveloped reserve is waiting on the current producing zone to be depleted.  Upon the depletion of the current producing zone, the existing well will be recompleted to the next shallowest producing zone.  The Company respectfully submits that since these reservoirs have produced in commercial quantities over the years and Maritech has the geographical data that shows the zones are connected, well developed and commercially producible, the certainty of these reserves is high and supports the classification as proved reserves.  Although the Company considers these reserves to be classified as “proved oil and gas reserves” under the definition in Regulation S-X, Rule 4-10(a)(22), the Company will be required to perforate the existing wells which will require the use of a workover rig.  Since the procurement of the workover rig and related recompletion activities will require a relatively major expenditure, the Company has classified these reserves as “undeveloped oil and gas reserves” under Regulation S-X, Rule 4-10(a)(31) rather than “developed oil and gas reserves” as defined in Rule 4-10(a)(6).  Rule 4-10(a)(31)(ii) states that undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless specific circumstances justify a longer time.  In addition, Questions 131.03 to 131.05 of the Oil and Gas Rules Compliance and Disclosure Interpretations, cited in the Staff’s Comment Letter, pertain to the identification of “specific circumstances” and adoption of a “development plan” as those terms are used in Rule 4-10(a)(31)(ii).  The Company maintains that the five-year development time contemplated by Rule 4-10(a)(31)(ii) relates to undrilled locations which, as explained above, are distinguishable from circumstances surrounding the Company’s proved undeveloped reserves.  Accordingly, the Company respectfully submits that the undeveloped oil and gas reserves which are expected to start producing after January 1, 2015 are appropriately classified as proved reserves.

4.  
We note your disclosure at pages 25-26 that the reserve audits performed by Ryder Scott and DeGolyer and MacNaughton included certain properties selected by Maritech representing 80.2% of your proved oil and gas reserves, with Ryder Scott’s reserve audit
 
 
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including 64% and DeGolyer and MacNaughton’s 16.2%, respectively, of your total proved reserves. Please tell us how you selected the properties to be reviewed.
 
Response:

The Company has utilized Ryder Scott Company, L.P. (“Ryder Scott”) for ten (10) years to perform reserve audits or prepare reserve reports of Maritech’s proved oil and gas reserves.  The Company began utilizing DeGolyer and McNaughton (“DeGolyer”) in 2008 following Maritech’s acquisition of the Cimarex Properties since DeGolyer had previously performed reserve audits covering the Cimarex Properties.  Prior to 2006, Ryder Scott prepared reserve reports or performed reserve audits covering all of the proved oil and gas reserves of Maritech.  Since 2006, the properties audited include Maritech’s most significant properties which are chosen by senior engineering staff with final approval by Maritech’s president, who has responsibility for overseeing the preparation of the proved reserve estimates.  The properties selected include all properties individually representing 4% or more of Maritech’s total reserves.  Additional properties may also be selected by the engineering staff with priority given to properties that have historically been audited by Ryder Scott or DeGolyer.   No significant properties were excluded from the December 31, 2009 reserve audits.

5.  
We note your disclosure that the independent petroleum engineers represent that they believe Maritech’s estimates of future reserves were prepared in accordance with generally accepted petroleum engineering and evaluation principles.  While we understand that there are fundamentals of physics, mathematics and economics that are applied in the estimation of reserves, we are not aware of an official industry compilation of “generally accepted petroleum engineering and evaluation principles.”  With a view toward possible disclosure, please explain to us the basis for concluding that such principles have been sufficiently established so as to judge that the reserve information has been prepared in conformity with such principles.
 
This comment is also applicable to the conclusion in Ryder Scott’s reserve audit report that in its opinion, Maritech’s estimates of future reserves for the reviewed properties were prepared in accordance with generally accepted petroleum engineering and evaluation principles for the estimation of future reserves as set forth in the Society of Petroleum Engineers’ Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information.  Within this document, we are not aware of an official industry compilation of “generally accepted petroleum engineering and evaluation principles.”  Please refer us to a compilation of these principles.
 
Response:

We have provided a copy of the relevant Staff comments to, and discussed them with, our principal contacts and Ryder Scott and DeGolyer.

We note that in a February 19, 2007 publication of the Society of Petroleum Engineers (“SPE”) entitled Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (“SPE 2007 Standards”), the SPE acknowledges in the foreword
 
 
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section thereof and in section 1.2 that there are “generally accepted engineering and evaluation principles” applicable to the estimation and auditing of oil and gas reserves.  The SPE goes further in section 1.2 to define the relationship between such principles and the “principles of physical science, mathematics, and economics.”  A copy of the SPE 2007 Standards is available for reference at the following website:  http://www.spe.org/industry/reserves/docs/Reserves_Audit_Standards_2007.pdf.   While the Company respectfully submits that SPE 2007 Standards support the statement that such principles are utilized in the industry, Ryder Scott has advised the Company that it has revised its report to delete any references to “generally accepted engineering and evaluation principles.”  The Company will file an amended Form 10-K for the purpose of filing a revised report from Ryder Scott in the form attached hereto as Exhibit A.  The report from DeGolyer did not refer to any such principles; rather, it stated that the “[e]stimates of reserves were prepared by the use of standard geological and engineering methods generally accepted by the petroleum industry.”  In future filings, the Company will not refer to “generally accepted petroleum engineering and evaluation principles.”

Production Information, page 27

6.  
Please revise the production table to also present the information by each field that contains 15% or more of your total proved reserves, or tell us why such disclosure is not required. Refer to Item 1204(a) of Regulation S-K.
 
Response:

As disclosed on page 26 of the Form 10-K, all of Maritech’s reserves are located in the geographical area comprised of U.S. state and federal offshore waters in the Gulf of Mexico region and onshore Louisiana.  The tables on page 25 of the Form 10-K identify each field that contains 15% or more of Maritech’s total proved reserves and sets forth the production from each field, on an oil equivalent basis, for fiscal years 2007, 2008 and 2009.  Since all of Maritech’s reserves are located in one geographical area, the production table on page 27 of the Form 10-K includes the disclosure of the average sales price and average production costs per unit of oil and natural gas as required by Item 1204(b).  The Company respectfully submits that the table on page 27 sets forth the disclosure as required by Item 1204(b) since the production information is presented with respect to geographical area in which Maritech’s reserves are located.  In future filings, the Company proposes to revise the table contained on page 25 of the Form 10-K to separately disclose the production of oil, natural gas and, as appropriate, other products sold for each field that contains 15% or more of Maritech’s total proved reserves.
 
Acreage and Productive Wells, page 28
 
7.  
It appears that you have not disclosed the minimum remaining terms of leases and concessions related to any of your acreage. Please tell us the amount of developed and undeveloped acres that you have as of December 31, 2009 related to leases that will expire in 2010 and how you considered the need to disclose such information. Refer to Item 1208(b) of Regulation S-K.
 
 
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Response:

As disclosed by the Company below the table on page 28 of the Form 10-K, a majority of Maritech’s oil and gas properties are held by production and leases covering undeveloped acreage, other than acreage held by production, have expiration terms ranging from 2010 through 2014. The table below sets forth the amount of undeveloped acreage related to leases that are scheduled to expire commencing in 2010 and undeveloped acreage to which Maritech has rights that is held by production of third parties. The acreage labeled as “HBP Others” relates to Maritech’s rights to undeveloped acreage held by production of third parties.

Undeveloped Leasehold
 
Onshore
 
Offshore LA
 
Federal
 
Total
Expiration by Year
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
Expires in year 2010
    14     14     -     -     4,995     4,995     5,009     5,009
Expires in year 2011
    830     627     3,941     3,941     -     -     4,771     4,568
Expires in year 2012
    1,305     1,055     209     209     -     -     1,514     1,264
Expires in year 2013
    370     336     1,836     1,836     13,761     13,761     15,967     15,933
Expires in year 2014              1,650      1,823      -      -      5,760      2,880      7,410      4,703
HBP Others
    -     -     1,188     594     27,966     16,386     29,154     16,980
Total
    4,169     3,855     7,174     6,580     52,482     38,022     63,825     48,457

Regulation S-K Item 1208(b) requires an indication of the minimum terms of leases and concessions, if material.  The Company determined that the amount of undeveloped acreage that it reasonably believed will be abandoned or allowed to expire at the end of the lease term was immaterial to its operations.  In the Company’s future filings, the Company will provide, to the extent such information is considered material, the minimum remaining terms of leases for undeveloped acreage.

Management’s Discussion and Analysis of Financial Condition and Results of Operation,
page 32

Critical Accounting Policies and Estimates, page 35

Decommissioning Liabilities, page 37

8.  
We note your disclosure about decommission work, explaining that your Maritech subsidiary utilizes the services of affiliated companies to perform well abandonment and decommissioning work; and that when this occurs intercompany revenues are eliminated in the consolidated financial statements.  However, your disclosure also states that profit earned in performing such abandonment and decommissioning operations on Maritech’s properties is recorded as the work is performed.  Please clarify whether your reference to affiliates pertains only to other consolidated subsidiaries; and explain how profit is being generated from inter-company transactions at the consolidated level if you are eliminating revenues and expenses as your disclosure suggests.  If profit is being recognized in connection with the derecognition of asset retirement obligations please submit the disclosure revisions that you propose to clarify.  Please disclose the extent of profit and the manner of presentation in your consolidated financial statements that is associated with transactions between your Offshore Services segment and Maritech, or the derecognition of asset retirement obligations, as appropriate.
 
 
6

 
 
Response:

Maritech’s decommissioning liabilities are established based on what Maritech estimates a third party would charge to perform the work to extinguish these liabilities.  However, the Company often settles these decommissioning liabilities by utilizing the Company’s own internal resources to perform this work.  This saves the Company the profit margin that a third party would charge for such services.  The difference between the Company’s own internal costs to settle the decommissioning liability and the recorded liability is recognized in the period in which the Company performs the work.  All of these affiliated services are performed by the Company’s consolidated subsidiaries.  From a consolidated standpoint, no profit is recognized on intercompany work.  We respectfully request to clarify in future filings with the SEC that no intercompany profit is recognized on the decommissioning services provided by the Company’s consolidated subsidiaries.

Executive Compensation, page 61 (as incorporated by reference to the Definitive Proxy Statement filed on May 5, 2010)

Compensation Discussion and Analysis, page 37

Compensation Elements, page 40

Salary, page 41

9.  
We note your disclosure that the compensation committee aims to set compensation and incentive levels that reflect competitive market practices and that the committee generally targets a median range for base salaries relative to data from a survey.  In light of this objective, please disclose how your base salaries actually compared to those in the peer group to which you benchmarked.
 
Response:

As disclosed, although the Company’s Management and Compensation Committee (“Compensation Committee”) considers benchmarking to be an important element of compensation analysis and reviews compensation offered by peer companies in establishing target levels of base salary for the Company’s senior management, the Compensation Committee does not rely on formulas and considers multiple factors when evaluating salary adjustments.  In some respects, the Compensation Committee uses survey data and compensation offered by peer companies as a market check on the compensation established by the Compensation Committee.  As disclosed, the Compensation Committee typically meets in December to approve any changes in compensation for the following year.  At the time of the Management Committee’s meeting in December 2008, the Company’s senior managers’ 2008 base salaries were an average 2% above median peer group base salaries for comparable positions, and the Company’s named executive officers’ 2008 base salaries were an average 3% above median peer group base salaries for comparable positions.  At the December 2008 meeting, the Compensation Committee approved proposed salary increases for the Company’s senior managers (to be implemented during 2009 at the discretion of the
 
 
7

 
 
Company’s CEO) that would have increased their base salaries to an average 7% above the comparable median peer group base salaries reviewed by the Compensation Committee in December 2008.  However, such increases were not implemented; instead as a result of the global financial crisis then unfolding, the Company implemented wage and salary reductions in February 2009.  For 2009 and taking into consideration the wage and salary reductions implemented in 2009, the Company’s senior managers’ base salaries were an average 2% below, and our named executive officers’ base salaries were an average 5% below, the median peer group base salaries for comparable positions as reflected in the Oil Field Manufacturing and Services Industry Survey (“OFMS”) report for 2008.

In future filings, to the extent the Compensation Committee targets a range for base salaries relative to any survey data, the Company will disclose how its base salaries for its senior management actually compared to those in the survey or peer group to which the company benchmarked its base salaries.
 
Discretionary Performance-Based Cash Incentive (Bonus), page 42

10.  
We note your disclosure that for 2009, performance objectives for Messrs. Brightman, Abell, Hartel and Wallace included the attainment of budgeted per-share earnings, and that performance objectives for Messrs. Goldman and Longorio included, for the operations within their respective scopes of responsibility, the attainment of budgeted levels of pre-tax profitability, among other goals.  Please disclose the actual targets for 2009 and the company’s achievement relative to the targets.  Refer to Item 402(b)(2)(vi) and -(vii) of Regulation S-K.
 
To the extent that you believe that disclosure of the targets would result in competitive harm such that they could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation supporting your conclusion.  Please also note that to the extent disclosure of the qualitative or quantitative performance-related factors would cause competitive harm, you are required to discuss how difficult it was or will be to achieve the targets.  Refer to instruction 4 to Item 402(b) of Regulation S-K.
 
Response:

Under the terms of the discretionary performance-based cash incentive program that was in place during 2009, although the Company established performance targets for the year, the amount of cash incentive bonus ultimately received by any named executive officer was subject to the discretion of the Compensation Committee.  In addition to subjective personal performance goals established for each named executive officer, the specific financial performance objective established for Messers. Brightman, Abell, Hertel and Wallace for the 2009 fiscal year was earnings on a consolidated basis of $0.84 per share.  Our actual 2009 consolidated earnings of $0.91 per fully diluted share significantly exceeded the target objective.  However, recognizing that the record performance of our Offshore Services segment and our collection of a $40 million insurance litigation settlement during 2009 each contributed to the increase in reported per share earnings
 
 
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versus budgeted expectations for the year, the Compensation Committee, consistent with the discretionary nature of the cash incentive program, determined that 75% of the target award opportunities for Messrs. Abell, Hertel and Wallace should be paid.  The Compensation Committee further determined that Mr. Brightman’s management of the Offshore Services segment prior to August 2008 and his success in transitioning into the Chief Executive Officer position in 2009 merited additional recognition beyond the 75% award, and approved an additional discretionary payment of 21% of Mr. Brightman’s award opportunity, resulting in an aggregate 96% payment of Mr. Brightman’s target award opportunity.

The specific financial performance objective established for Mr. Goldman for the 2009 fiscal year was pretax profitability of $46.7 million for the Offshore Services segment, which is led by Mr. Goldman.  In addition, the Compensation Committee established a target safety objective for Mr. Goldman that represented a 15% improvement over actual 2008 safety results for the Offshore Services segment and it also established subjective personal performance goals.  In its review of Mr. Goldman’s 2009 performance, the Compensation Committee recognized that the Offshore Services segment generated profits before tax of $78.9 million and attained a 14% improvement in safety versus the prior year.  Based upon these results and its evaluation of the subjective performance goals, the Compensation Committee approved a discretionary bonus payment of approximately 240% of Mr. Goldman’s 2009 target award opportunity.

The specific financial performance objective established for Mr. Longorio for the 2009 fiscal year was pretax profitability of $76.7 million for the business areas under his leadership, which include the Fluids Division and certain units within the Production Enhancement Division.  In addition, the Committee established a target safety objective for Mr. Longorio that represented a 36% improvement over actual 2008 safety results for Mr. Longorio’s business areas and it also established subjective personal performance goals.  In its review of Mr. Longorio’s 2009 performance, the Compensation Committee recognized that the business areas under Mr. Longorio’s leadership generated profits before tax of $39.0 million and attained a 45% improvement in safety versus the prior year.  Based on these results and its evaluation of the subjective personal performance goals, the Compensation Committee approved a discretionary payment of 30% of Mr. Longorio’s 2009 target award opportunity.

Due to the discretionary nature of the performance-based cash incentive program in place during 2009, the Company believed that disclosing the amount of the bonus payment was sufficient.  As disclosed on page 49-50 of its proxy, the Company has adopted a new cash incentive compensation plan.  While the amount payable under the new incentive plan remains subject to the discretion of the Compensation Committee, the performance targets and goals for each participant will be given more consideration in determining the amount of the bonus payable to each participant.  Accordingly, the Company confirms that it will disclose in future filings the actual targets established for the prior year and the Company’s achievement relative to the targets; provided, however, that if the Company determines that disclosure of certain targets in the future would be likely to result in competitive harm, the Company may choose to omit such targets under Instruction 4 to
 
 
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Item 402(b) of Regulation S-K, in which case the Company will discuss how difficult it will be to achieve such targets.
 
Equity Incentive Awards, page 44

11.  
We note your disclosure that the committee considers peer group compensation practices in establishing equity incentive opportunities.  Please clarify whether the committee considered peer group compensation practices in this regard in 2009.  Assuming that the committee targeted a median range with respect to your peer group, as the committee did for base salaries, please disclose how your equity awards actually compared to those in the peer group.
 
Response:

While the Compensation Committee does consider peer group compensation practices in establishing equity incentive opportunities, it does not specifically benchmark the value of equity awards relative to any survey or peer group data.  The Compensation Committee annually reviews peer group data pertaining to long-term equity incentive awards in an effort to determine if the Company’s long-term incentive awards are consistent with the Company’s peer group.  The Compensation Committee has observed that the market price volatility resulting from changes in commodity prices, weather events in the Gulf of Mexico and elsewhere, and other industry-specific and broader, macro-economic cycles and trends creates significant year-to-year variances in the value of the Company’s equity awards.  As these variances are difficult to predict and may not impact all peer group companies on an equal basis, the usefulness and accuracy of peer group data is very limited.  The Compensation Committee does, however, review peer group equity compensation in order to gain a general impression of the proportionate share of equity award value in the total compensation packages offered by peer group companies.

While the Company seeks to set overall compensation and incentive levels within the median level of its relevant peer group, the Company does not state that it targets a median range with respect to the Company’s equity incentive opportunities.  Rather, the Company’s equity incentive compensation is one of the three principal compensation components utilized by the Company in establishing its overall compensation package.  In future filings, the Company will revise its disclosure regarding its equity incentive compensation to clarify if it has targeted any specific range for its equity incentive compensation relative to its peers or survey data.  Assuming that the Compensation Committee did target a median range for the Company’s equity incentive compensation relative to the Company’s peer group as reflected in the 2008 OFMS Survey, the equity compensation awards in 2009 for senior management were approximately 62% below the median peer group as reflected in the 2008 OFMS Survey.

 
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Financial Statements

Note R - Supplemental Oil and Gas Disclosures (Unaudited), page F-40

Estimated Quantities of Proved Oil and Gas Reserves (Unaudited), page F-44

12.  
We note that for the year ended December 31, 2009, your oil reserves were revised upwards 1,971 MBbls (33%).  Based on the data in the Reserve Quantity Information table on page F-43, it appears that this revision was to the proved developed category.  Please comply with the guidance in FASB ASC 932-235-50-5, which requires that you disclose an explanation of significant revisions.
 
Response:

The Company acknowledges that FASB ASC 932-235-50-5 requires an explanation of “significant changes” to the Company’s proved oil and gas reserves.  The upward revision of 1,971 MBbls in oil represents only a 14.4% increase on a barrel of oil equivalent basis for the Company’s total proved reserves.  The Company considered the upward revision in relation to the Company’s total proved reserves and believed that this revision did not constitute a significant change.

In response to the Commission’s comment, the Company supplementally advises the Staff that approximately 66% of the additions were the result of drilling one well and improved performance at the Timbalier Bay field.  In addition, improvements in oil prices generally added approximately two years to the economic life of this field.  Additional revisions resulted from the approval of a new production platform and the refinement of development drilling plans in East Cameron 328.

The Company will include in future filings similar disclosure as well as additional relevant disclosure, consistent with ASC 932-235-50-5, for significant reserve changes in future years.
 
Exhibits
 
13.  
Ensure that you have filed all material contracts.  For example, please file or tell us why you are not required to file your contracts with Chemtura Corporation, such as your long-term supply agreements to provide raw material bromine, or tail brine to your new El Dorado calcium chloride plant.  Refer to Item 601 (b)(10) of Regulation S-K.
 
Response:

The Company respectfully submits that its bromine and tail brine supply agreements are not required to be filed as exhibits pursuant to Item 601(b)(10) of Resolution S-K.  Item 601(b)(10)(i) requires a registrant to file as exhibits to its Annual Report on Form 10-K “[e]very contract not made in the ordinary course of business which is material to the
 
 
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registrant . . .”  Additionally, Item 601(b)(10)(ii) of Regulation S-K requires a registrant to file any contract that “ordinarily accompanies the kind of business conducted by the registrant” only where such contract, among other things, is one “upon which the registrant’s business is substantially dependent, as in the case of continuing contracts to . . . purchase the major part of registrant’s requirements of goods, services or raw materials . . .”

Each of these supply agreements was entered into in the Company’s ordinary course of business and accompanies one of the businesses the Company conducts.  The raw materials covered relate to only one of many businesses conducted by the Company and the Company is not substantially dependent upon either of these supply agreements.  With respect to both the bromine and tail brine raw materials, there are alternative suppliers available to the Company.  In addition, the Company has approximately 33,000 gross acres of bromine-containing brine reserves under lease in the vicinity of the El Dorado calcium chloride plant. Based on the foregoing, the Company respectfully submits that neither the bromine nor tail brine supply agreement is required to be filed pursuant to Item 601(b)(10) of Regulation S-K and that the Company has filed, as exhibits, all material contracts as required by Item 601(b)(10) of Regulation S-K.
 
Exhibits 99.1 and 99.2
 
14.  
The closing paragraph of the Ryder Scott report states that their report was prepared for the exclusive use of Maritech Resources Incorporated and may not be put to other use without prior written consent.  As Item 1202(a)(8) of Regulation S-K requires these reports, please obtain and file a revised version which retains no language that could suggest either a limited audience or a limit on potential investor reliance.
 
Response:

The Company has provided a copy of the relevant Staff comments to, and discussed them with, the Company’s principal contact at Ryder Scott.  After discussions with Ryder Scott regarding the Staff’s comments and similar comments provided to clients of Ryder Scott, the Company will file an amended Form 10-K for the purpose of filing a revised report from Ryder Scott in the form attached hereto as Exhibit A.

15.  
Item 1202(a)(8) of Regulation S-K specifies disclosure items pertaining to third party engineering reports.  Please obtain modification of these reports so that they present:
 
Ÿ  
A statement that all such assumptions, data, methods, and procedures used were appropriate for the purpose served by the report; and
 
Ÿ  
The 12-month average benchmark product prices and the average adjusted prices used to determine reserves.  At present, Ryder Scott does not disclose either price, while DeGolyer and MacNaughton appears to disclose only the reference product prices, but not the actual prices utilized to determine reserves.
 
 
12

 
 
Response:

The Company has provided a copy of the relevant Staff comments to, and discussed them with, the Company’s principal contacts at Ryder Scott and DeGolyer.  After discussions with these petroleum engineers regarding the Staff’s comments, the Company will file an amended Form 10-K for the purpose of filing a revised report from Ryder Scott in the form attached hereto as Exhibit A and a revised report from DeGolyer in the form attached hereto as Exhibit B.
 
Form 10-Q for Fiscal Quarter Ended June 30, 2010
 
General
 
16.  
In light of recent events involving the Gulf of Mexico, please review your disclosure to ensure that you have disclosed all material information regarding your potential liability in the event that one of your rigs is involved in an explosion or similar event in any of your offshore locations.  For example, and without limitation, please address the following:
 
Ÿ  
Disclose the applicable policy limits related to your insurance coverage;
 
Ÿ  
Disclose your related indemnification obligations and those of your customers, if applicable;
 
Ÿ  
Disclose whether your existing insurance would cover any claims made against you by or on behalf of individuals who are not your employees in the event of personal injury or death, and whether your customers would be obligated to indemnify you against any such claims;
 
Ÿ  
Clarify your insurance coverage with respect to any liability related to any resulting negative environmental effects; and
 
Ÿ  
Provide further detail on the risks for which you are insured for your offshore operations.
 
Response:

The Company maintains various types of business insurance that would be applicable in the event of an explosion or similar event involving the Company’s offshore operations.  Schedule A attached hereto lists the various types of such coverage maintained by the Company and the applicable coverage limits.  The Company’s insurance program is administered by an officer of the Company and is reviewed not less than annually with its insurance brokers and underwriters.

The Company provides services and products to customers in the offshore Gulf of Mexico (“GOM”), generally pursuant to written master services agreements that create insurance and indemnity obligations for both parties.

 
13

 
 
If there was an explosion or similar catastrophic event on an offshore location where the Company was providing services and products, under the majority of the Company’s master services agreements with its customers:

 
(1)
The Company would indemnify its customer for any claims for injury, death or property loss or destruction brought by the Company or its subcontractors or the employees of the Company or its subcontractors.  The customer would indemnify the Company for any claims for injury, death or property loss or destruction brought by the customer or its other subcontractors or the employees of the customer or its other subcontractors.  These indemnities would apply regardless of the cause of such claims, including but not limited to, the negligence of the indemnified party.  The Company’s insurance would cover the cost of defense and any resulting liability from all claims for which the Company has agreed to provide an indemnity, up to policy limits.

 
(2)
The customer would indemnify the Company for all claims for injury, death or property loss or destruction brought by a third party that arise out of the catastrophic event, regardless of the cause of such claims, including but not limited to, the negligence of the Company or its subcontractors.  (A “third party” is considered to be anyone who is not one of the contracting parties or its subcontractors or an employee of either contracting party.)  The Company’s insurance would cover the cost of defense and any resulting liability from all such claims; however, the Company’s insurance would be applicable to the claim only if the customer defaulted or otherwise breached its indemnity obligations to the Company.

 
(3)
The customer would indemnify the Company for all claims for environmental pollution or contamination that arise out of the catastrophic event, regardless of the cause of such claims, including but not limited to, the negligence of the Company or its subcontractors.  The Company’s insurance would cover the cost of defense and any resulting liability from all such claims; however, the Company’s insurance would be applicable to the claim only if the customer defaulted or otherwise breached its indemnity obligations to the Company.

The Company, through its Maritech subsidiary, also engages in offshore GOM exploration and production activities.  Maritech engages contractors to provide drilling and related services and products and well abandonment and related services and products, generally pursuant to written master services agreements that create insurance and indemnity obligations for both parties.

If there was an explosion or similar event on an offshore Maritech location where a Maritech contractor was providing services and products, under a majority of Maritech’s master services agreements with its contractors, Maritech would indemnify its contractor for any claims for injury, death or property loss or
 
 
14

 
 
destruction brought by Maritech or its other subcontractors or the employees of Maritech or its other subcontractors.  The contractor would indemnify Maritech for any claims for injury, death or property loss or destruction brought by the contractor or its subcontractors or the employees of the contractor or its subcontractors.  These indemnities would apply regardless of the cause of such claims, including but not limited to, the negligence of the indemnified party.  Maritech’s insurance would cover the cost of defense and any resulting liability from all claims for which Maritech has agreed to provide an indemnity, up to policy limits.

17.  
In this regard, discuss what remediation plans or procedures you have in place to deal with the environmental impact that would occur in the event of an oil spill or leak from your offshore operations.
 
Response:

As required by 30 CFR 254.1(a), Maritech maintains a Regional Oil Spill Response Plan (Version: February 2010).  Updating amendments to the Regional Oil Spill Response Plan were submitted to the Bureau of Ocean Energy Management, Regulation and Enforcement (“BOEMRE”) on September 15, 2010 to include revisions for the greater than ten mile Worst Case Discharge scenario.  The updating amendments include information in accordance with 30 CFR Part 254, as adopted by BOEMRE as well as BOEMRE Notices to Lessee 2006-G21, 2007-N04 and 2008-G17.  Maritech has designated employees that are trained as Qualified Individuals and are prepared to coordinate the response to any oil spill or leak, Maritech has contracts in place to assure that an Incident Commander and complete Spill Management Team is available as required and has experienced Oil Spill Removal Organizations and Source Control contractors available for their use.

18.  
On July 12, 2010, the Bureau of Energy Management, Regulation, and Enforcement, issued a moratorium that applies to all drilling operations that use subsea blowout preventers (BOP) or surface BOPs on floating facilities.  We note your disclosure at various points in management’s discussion and analysis, liquidity discussion and updated risk factor concerning the impact of this moratorium.  Specifically, you disclose that the moratorium significantly reduced the deepwater completion fluids market and slowed the permitting of new drilling activity and plug and abandonment work in the Gulf of Mexico.  With a view towards possible disclosure, please quantify for us the impact that the moratorium and increased safety inspection and certification requirements have had or will have on your results of operations for the remainder of fiscal 2010.
 
Response:

As previously disclosed, the Company anticipated that the moratorium on drilling operations that use subsea blowout preventers or surface blowout preventers on floating facilities would have an impact on the Company’s operations in the Gulf of Mexico.  The Company has previously disclosed that the operations most directly affected by the moratorium and related regulatory issues include the Fluids Division and, to a lesser extent, the Offshore Services segment.  The impact of the moratorium and related regulatory issues in the second quarter of 2010 on the Fluids Division was not significant as the Company continued to work on a backlog of wells that had previously been drilled but not completed.  The Offshore Services segment did experience a decrease in activity
 
 
15

 
 
during the second quarter relative to the level of activity that the Company typically would have expected in the second quarter. The Company assumes that the decrease was attributable to the moratorium and related regulatory issues; however, it cannot be certain.  Accordingly, this estimate is highly subjective and subject to uncertainty.  Despite this effect on Offshore Services, overall the impact of the moratorium and related regulatory issues on the Company’s consolidated revenues in the second quarter was considered minimal.

With respect to the third quarter of 2010, the Company estimates that the combined impact of the moratorium and related regulatory issues resulted in a reduction of the Company’s consolidated revenues in the range of $18 to $23 million, compared to the level of revenues that the Company would have expected if these events had not occurred.  Once again, the Company cannot be certain that there were no other factors contributing to this reduction and therefore the estimate is subjective and subject to uncertainty.  The operations primarily affected include the Gulf of Mexico fluids business included within the Fluids Division and, to a lesser extent, the Offshore Services segment.

Although the moratorium has been lifted, the backlog of permits waiting to be issued for operations in the shallow water, for both new drilling and plug and abandonment work, and regulatory uncertainty regarding the deepwater activities are expected to negatively affect the Fluids Division and, to a lesser extent, the Offshore Services segment.  While the Company is unable at this time to predict the full continuing impact of these factors on the fourth quarter, the Company expects the impact to be slightly less in the fourth quarter than it was in the third quarter.  This is based, in part, upon an anticipated improvement in permitting activity in the quarter and the fact that the fourth quarter has historically been a period of reduced activity for the affected businesses for weather related reasons.

The Company advises the Staff that the moratorium and increased permitting requirements for shallow water operations are not expected to materially affect the operations of Maritech for the short- or medium- term.  Maritech’s properties consist of producing properties, and Maritech currently does not have any near-term drilling plans that are expected to be materially affected by the moratorium and permitting requirements.
 
 
 
16

 
CORRESP 3 filename3.htm sched_a.htm

Schedule A

TETRA TECHNOLOGIES, INC.
 
Key Marine Insurance Coverage
 
     
LIABILITIES
Coverage Type  Carrier  Coverage Limit (USD)
General Liability and Protection & Indemnity(1)
Aspen Insurance UK Ltd
$1,000,000 per occurrence (GL) and $1,000,000 each accident or occurrence (P&I), subject to a $1,000,000 combined single limit per occurrence.
     
Excess Liability – Occurrence(2)
Aspen Insurance UK Ltd
$10,000,000 each occurrence.
     
Excess Liability - Claims Made(2)
Aspen Insurance UK Ltd and other
$40,000,000 each occurrence.
 
various Lloyd's London Syndicates
 
     
Worker's Compensation/Employer's Liability(3)
Liberty Mutual Insurance Company
$1,000,000 each accident for Worker's Compensation; Employer's Liability limits are statutory.
     
Maritime Employer's Liability(4)
Aspen Insurance UK Ltd
$1,000,000 each accident.
     
PROPERTY
 Coverage Type Carrier Coverage Limit (USD)
Hull & Machinery(5)
Underwriters at Lloyd's London
Agreed Values, subject to a maximum per vessel value of $35,000,000, plus Loss Of Earnings coverage, on selected vessels, to a maximum of $15,000,000.
     
Vessel Pollution Liability(6)
Water Quality Insurance Syndicate
(WQIS)
Coverage A and B: $5,000,000
Various other Coverages to a maximum of $1,000,000
     
OTHER
  Coverage Type Carrier Coverage Limit (USD)
Maritech Energy Package(7)
Lloyd's London Syndicates and Various Other Insurance Co
Section 1 Property Platforms $109,995,000; Removal Of Wreck Platforms $86,594,428; Excess Removal Of Wreck $164,021,956.
Section 2 Operator's Extra Expense – All wells (scaled to interest) $75,000,000; Care, Custody & Control $2,000,000; Unsound Location $5,000,000; Standby Charges $3,000,000
 
 
 (1) General Liability and Protection & Indemnity provides 3rd-party liability coverage for risks of accidental nature, including but not limited to death and personal injury, full collision liability, damage to fixed and floating objects, pollution liability, and wreck removal; excludes coverage for members of the crew.
 (2) Excess Liability coverages provide standard 3rd-party liability coverage in excess of scheduled primary coverages.
 (3) Worker's Compensation/Employer's Liability provides coverage for employee death or bodily injury via occupational accident or illness; includes endorsement for coverage under the United States Longshore & Harbor Workers' Compensation Act (USL&HWCA).
 (4) Maritime Employer's Liability provides coverage for employee death or bodily injury via occupational accident to a seamen (a person that furthers the mission of a vessel while assigned to that vessel or to a fleet of vessels).
 (5) The Hull & Machinery policy provides 1st-party physical damage coverage to the hull, materials, machinery, outfit and everything connected therewith, nothing excluded; also provides for Loss Of Earnings coverage on certain specified vessels.
 (6) The Vessel Pollution Liability policy provides pollution coverage for Oil or Hazardous Substances emanating from a vessel, addressing both OPA (Oil Pollution Act of 1990) and CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980) obligations; also provides coverage for cost of defense, fines and penalties. Coverages A and B concern the Discharge or Substantial Threat of a Discharge of either Oil (A) or Hazardous Substances (B).
 (7) The Maritech Energy Package provides operational all risks coverage (excluding Named Windstorm) for (Section 1) physical loss or damage to scheduled offshore property, including Removal Of Wreck and/or Debris, and for (Section 2) Operator's Extra Expense, i.e., Control Of Well, Redrill/Extra Expense and Pollution and Cleanup.

 
 

 

CORRESP 4 filename4.htm ex_a.htm
Exhibit A



 

MARITECH RESOURCES, INCORPORATED

 

Estimated

Future Reserves

Attributable to Certain

Leasehold and Royalty Interests

 
SEC Parameters

 
As of

December 31, 2009

 

/s/Fred P. Richoux, P.E.
Fred P. Richoux, P.E.
  Executive Vice President
 
RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580
         

 
 

 
 
 
     
 TBPE Registered Engineering Firm F-1580    Fax (713) 651-0849
1100 Louisiana Suite 3800
 Houston, Texas 77002-5235  Telephone (713) 651-9191
 
January 19, 2010

 
Mr. Edgar A. Anderson
Maritech Resources, Incorporated
24955 I-45 North
The Woodlands, Texas 77380

Gentlemen:

At the request of Maritech Resources, Incorporated (Maritech), Ryder Scott Company (Ryder Scott) has conducted a reserves audit of the estimates of the proved reserves as prepared by Maritech’s engineering and geological staff based on the definitions and disclosure guidelines contained in the United States Securities and Exchange Commission Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register (SEC regulations). Our third party reserves audit completed on December 17, 2009 and presented herein, was prepared for public disclosure by Maritech in filings made with the SEC in accordance with the disclosure requirements set forth in the SEC regulations.  The estimated reserves shown herein represent Maritech’s estimated net reserves attributable to the leasehold and royalty interests in certain properties owned by Maritech and reviewed by Ryder Scott, as of December 31, 2009. The properties reviewed by Ryder Scott incorporate 277 reserve determinations and are located in the state and federal waters offshore Louisiana and Texas.

The properties reviewed by Ryder Scott account for a portion of Maritech’s total net proved reserves as of December 31, 2009.  Based on the estimates of total net proved reserves prepared by Maritech, the reserves audit conducted by Ryder Scott addresses 80 percent of the total proved developed net liquid hydrocarbon reserves, 36 percent of the total proved developed net gas reserves, 100 percent of the total proved undeveloped net liquid hydrocarbon reserves, and 100 percent of the total proved undeveloped net gas reserves of Maritech.

As prescribed by the Society of Petroleum Engineers in Paragraph 2.2(f) of the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (SPE auditing standards), a reserves audit is defined as “the process of reviewing certain of the pertinent facts interpreted and assumptions made that have resulted in an estimate of reserves prepared by others and the rendering of an opinion about (1) the appropriateness of the methodologies employed; (2) the adequacy and quality of the data relied upon; (3) the depth and thoroughness of the reserves estimation process; (4) the classification of reserves appropriate to the relevant definitions used; and (5) the reasonableness of the estimated reserve quantities.”

Based on our review, including the data, technical processes and interpretations presented by Maritech, it is our opinion that the overall procedures and methodologies utilized by Maritech in determining the proved reserves comply with the current SEC regulations and the overall proved reserves for the reviewed properties as estimated by Maritech are, in the aggregate, reasonable within the established audit tolerance guidelines of ten percent as set forth in the SPE auditing standards.

The estimated reserves presented in this report are related to hydrocarbon prices.  Maritech has informed us that in the preparation of their reserve and income projections, as of December 31, 2009, they used average prices during the 12-month period prior to the ending date of the period covered in
 
 
 

Maritech Resources, Inc.
January 19, 2010
Page 2       
 
this report, determined as unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements as required by the SEC regulations.  Actual future prices may vary significantly from the prices required by SEC regulations; therefore, volumes of reserves actually recovered and the amounts of income actually received may differ significantly from the estimated quantities presented in this report.  The net reserves as estimated by Maritech attributable to Maritech's interest in properties that we reviewed are summarized as follows:
 
SEC PARAMETERS
Estimated Net Reserves
Attributable to Certain Properties of
Maritech Resources Incorporated
As of December 31, 2009

   
Proved
   
Developed
     
Total
   
Producing
 
Non-Producing
 
Undeveloped
 
Proved
Net Reserves of Properties
Audited by Ryder Scott
               
   Oil/Condensate – Barrels
 
2,565,970
 
1,913,560
 
1,367,400
 
5,846,930
   Plant Products – Barrels
 
52,480
 
37,120
 
15,680
 
105,280
   Gas – MMCF
 
4,628
 
7,116
 
1,124
 
12,869
 
Liquid hydrocarbons are expressed in standard 42 gallon barrels.  All gas volumes are reported on an as-sold basis expressed in millions of cubic feet (MMCF) at the official temperature and pressure bases of the areas in which the gas reserves are located.

Reserves Included in This Report

In our opinion, the proved reserves presented in this report conform to the definition as set forth in the Securities and Exchange Commission’s Regulations Part 210.4-10(a).  An abridged version of the SEC reserves definitions from 210.4-10(a) entitled “Petroleum Reserves Definitions” is included as an attachment to this report.

The various proved reserve status categories are defined under the attachment entitled “Petroleum Reserves Definitions” in this report.  The proved developed non-producing reserves included herein consist of the shut-in and behind pipe categories.

Reserves are those estimated remaining quantities of petroleum that are anticipated to be economically producible, as of a given date, from known accumulations under defined conditions.  All reserve estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made.  The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data.  The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved.  Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability.  At Maritech’s request, this report addresses only the proved reserves attributable to the properties reviewed herein.
 
 
 

Maritech Resources, Inc.
January 19, 2010
Page 3
 
Proved oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward.  The proved reserves included herein were estimated using deterministic methods.  If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.”

Proved reserve estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change.  For proved reserves, the SEC states that “as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to the estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.”  Moreover, estimates of proved reserves may be revised as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks.  Therefore, the proved reserves included in this report are estimates only and should not be construed as being exact quantities, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.

Audit Data, Methodology, Procedure and Assumptions

The estimation of reserves involves two distinct determinations.  The first determination results in the estimation of the quantities of recoverable oil and gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions set forth by the Securities and Exchange Commission’s Regulations Part 210.4-10(a).  The process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain generally accepted analytical procedures.  These analytical procedures fall into three broad categories or methods: (1) performance-based methods; (2) volumetric-based methods; and (3) analogy.  These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves.  Reserve evaluators must select the method or combination of methods which in their professional judgment is most appropriate given the nature and amount of reliable geoscience and engineering data available at the time of the estimate, the established or anticipated performance characteristics of the reservoir being evaluated and the stage of development or producing maturity of the property.

In many cases, the analysis of the available geoscience and engineering data and the subsequent interpretation of this data may indicate a range of possible outcomes in an estimate, irrespective of the method selected by the evaluator.  When a range in the quantity of reserves is identified, the evaluator must determine the uncertainty associated with the incremental quantities of the reserves.  If the reserve quantities are estimated using the deterministic incremental approach, the uncertainty for each discrete incremental quantity of the reserves is addressed by the reserve category assigned by the evaluator.  Therefore, it is the categorization of reserve quantities as proved, probable and/or possible that addresses the inherent uncertainty in the estimated quantities reported.  For proved reserves, uncertainty is defined by the SEC as reasonable certainty wherein the “quantities actually recovered are much more likely than not to be achieved.”  The SEC states that “probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.”  The SEC states that “possible reserves are those additional reserves that are less certain to be recovered than probable reserves and the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves.”  All quantities of reserves within the same reserve category must meet the SEC definitions as noted above.

 
 

Maritech Resources, Inc.
January 19, 2010
Page 4
 
Estimates of reserves quantities and their associated reserve categories may be revised in the future as additional geoscience or engineering data become available.  Furthermore, estimates of reserves quantities and their associated reserve categories may also be revised due to other factors such as changes in economic conditions, results of future operations, effects of regulation by governmental agencies or geopolitical or economic risks as previously noted herein.

The proved reserves for the properties that we reviewed were estimated by performance methods or the volumetric method.   Approximately 99 percent of the proved producing reserves attributable to producing wells and/or reservoirs that we reviewed were estimated by performance methods such as decline curve analysis and/or material balance based on extrapolations of historical production and pressure data available generally through September, 2009 in those cases where such data were considered to be definitive.  In certain cases, producing reserves were estimated by the volumetric method where there were inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the reserve estimates was considered to be inappropriate. Approximately 1 percent of the proved producing reserves that we reviewed were estimated by the volumetric method. This method was used where there were inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the reserve estimates was considered to be inappropriate. The data utilized in this analysis were furnished to Ryder Scott by Maritech or obtained from public data sources and were considered sufficient for the purpose thereof.

100 percent of the proved non-producing and undeveloped reserves that we reviewed were estimated by the volumetric method.  The volumetric analysis utilized pertinent well and seismic data supplied to Ryder Scott by Maritech for our review or which we have obtained from public data sources that were available through December, 2009.  The data utilized from the well and seismic data incorporated into the volumetric analysis were considered sufficient for the purpose thereof.

To estimate economically recoverable proved oil and gas reserves, we consider many factors and assumptions including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future production rates.  Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved reserves must be anticipated to be economically producible from a given date forward based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined. While it may reasonably be anticipated that the future prices received for the sale of production and the operating costs and other costs relating to such production may increase or decrease from those under existing economic conditions, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in conducting this review.

As stated previously, proved reserves must be anticipated to be economically producible from a given date forward based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined.  To confirm that the proved reserves reviewed by us meet the SEC requirements to be economically producible, we have reviewed certain primary economic data utilized by Maritech relating to hydrocarbon prices and costs as noted herein.

The hydrocarbon prices furnished by Maritech for the properties reviewed by us are based on SEC price parameters using the average prices during the 12-month period prior to the ending date of the period covered in this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements.  For hydrocarbon products sold under contract, the contract prices, including fixed and determinable escalations exclusive of inflation adjustments, were used until expiration of the
 
 
 

Maritech Resources, Inc.
January 19, 2010
Page 5
 
contract.  Upon contract expiration, the prices were adjusted to the 12-month unweighted arithmetic average as previously described.

The initial SEC hydrocarbon prices in effect on December 31, 2009 for the properties reviewed by us were determined using the 12-month average first-day-of-the-month benchmark prices appropriate to the geographic area where the hydrocarbons are sold.  These benchmark prices are prior to the adjustments for differentials as described herein.  The table below summarizes the “benchmark prices” and “price reference” used by Maritech for the geographic area reviewed by us.  In certain geographic areas, the price reference and benchmark prices may be defined by contractual arrangements.

The product prices which were actually used by Maritech to determine the future gross revenue for each property reviewed by us reflect adjustments to the benchmark prices for gravity, quality, local conditions, gathering and transportation fees, and/or distance from market, referred to herein as “differentials.”  The differentials used by Maritech were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data used by Maritech. 

The table below summarizes Maritech’s net volume weighted benchmark prices adjusted for differentials for the properties reviewed by us and referred to herein as Maritech’s “average realized prices.”  The average realized prices shown in the table below were determined from Maritech’s estimate of the total future gross revenue before production taxes for the properties reviewed by us and Maritech’s estimate of the total net reserves for the properties reviewed by us for the geographic area.  The data shown in the table below is presented in accordance with SEC disclosure requirements for each of the geographic areas reviewed by us.


Geographic Area
Product
Price
Reference
Average
Benchmark
Prices
Average Realized
Prices
North America
       
    United States
Oil/Condensate
WTI Cushing
$61.04/Bbl
$57.07/Bbl
 
NGLs
WTI Cushing
$42.73/Bbl
$42.73/Bbl
 
Gas
Henry Hub
$3.87/MMBTU
$4.06/MCF
 
The effects of derivative instruments designated as price hedges of oil and gas quantities are not reflected in Maritech’s individual property evaluations.

Accumulated gas production imbalances, if any, were not taken into account in the proved gas reserve estimates reviewed.  The proved gas volumes included herein do not attribute gas consumed in operations as reserves.

Operating costs furnished by Maritech are based on the operating expense reports of Maritech and include only those costs directly applicable to the leases or wells for the properties reviewed by us. The operating costs include a portion of general and administrative costs allocated directly to the leases and wells. For operated properties, the operating costs include an appropriate level of corporate general administrative and overhead costs.  The operating costs for non-operated properties include the COPAS overhead costs that are allocated directly to the leases and wells under terms of operating agreements.  The operating costs furnished by Maritech were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data
 
 
 

Maritech Resources, Inc.
January 19, 2010
Page 6
 
used by Maritech. No deduction was made for loan repayments, interest expenses, or exploration and development prepayments that were not charged directly to the leases or wells.
 
Development costs furnished by Maritech are based on authorizations for expenditure for the proposed work or actual costs for similar projects.  The development costs furnished by Maritech were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data used by Maritech. The estimated net cost of abandonment after salvage was included by Maritech for properties where abandonment costs net of salvage were significant.  Maritech’s estimates of the net abandonment costs were accepted without independent verification.

The proved non-producing and undeveloped reserves for the properties reviewed by us have been incorporated herein in accordance with Maritech’s plans to develop these reserves as of December 31, 2009.  The implementation of Maritech’s development plans as presented to us is subject to the approval process adopted by Maritech’s management.  As the result of our inquiries during the course of our review, Maritech has informed us that the development activities for the properties reviewed by us have been subjected to and received the internal approvals required by Maritech’s management at the appropriate local, regional and/or corporate level.  In addition to the internal approvals as noted, certain development activities may still be subject to specific partner AFE processes, Joint Operating Agreement (JOA) requirements or other administrative approvals external to Maritech. Additionally, Maritech has informed us that they are not aware of any legal, regulatory, political or economic obstacles that would significantly alter their plans. Some of the undeveloped reserves included in Maritech’s estimates are scheduled to start producing after January 1, 2015.  This would put them outside of the five year window that the SEC guidelines suggest is acceptable for drilling of undeveloped locations.  However, these reserves do not require drilling new wells.  The reserves are behind pipe in existing wells but Maritech has classified them as undeveloped due to the significant cost of the workover that will be required to place them on production.  These undeveloped reserves account for 9 percent of the present value of the properties audited by Ryder Scott as estimated by Maritech.

Current costs used by Maritech were held constant throughout the life of the properties.

Maritech’s forecasts of future production rates are based on historical performance from wells currently on production.  If no production decline trend has been established, future production rates were held constant, or adjusted for the effects of curtailment where appropriate, until a decline in ability to produce was anticipated.  An estimated rate of decline was then applied to depletion of the reserves.  If a decline trend has been established, this trend was used as the basis for estimating future production rates.

Test data and other related information were used to estimate the anticipated initial production rates for those wells or locations that are not currently producing.  For reserves not yet on production, sales were estimated to commence at an anticipated date furnished by Maritech.  Wells or locations that are not currently producing may start producing earlier or later than anticipated in Maritech’s estimates due to unforeseen factors causing a change in the timing to initiate production.  Such factors may include delays due to weather, the availability of rigs, the sequence of drilling, completing and/or recompleting wells and/or constraints set by regulatory bodies.

The future production rates from wells currently on production or wells or locations that are not currently producing may be more or less than estimated because of changes including, but not limited to, reservoir performance, operating conditions related to surface facilities, compression and artificial
 
 
 

Maritech Resources, Inc.
January 19, 2010
Page 7
 
lift, pipeline capacity and/or operating conditions, producing market demand and/or allowables or other constraints set by regulatory bodies.

Maritech’s operations may be subject to various levels of governmental controls and regulations.  These controls and regulations may include, but may not be limited to, matters relating to land tenure and leasing, the legal rights to produce hydrocarbons including the granting, drilling and production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax and are subject to change from time to time.  Such changes in governmental regulations and policies may cause volumes of proved reserves actually recovered and amounts of proved income actually received to differ significantly from the estimated quantities.

The estimates of proved reserves presented herein were based upon a detailed study of the properties in which Maritech owns an interest; however, we have not made any field examination of the properties.  No consideration was given in this report to potential environmental liabilities that may exist nor were any costs included for potential liabilities to restore and clean up damages, if any, caused by past operating practices.

Certain technical personnel of Maritech are responsible for the preparation of reserve estimates on new properties and for the preparation of revised estimates, when necessary, on old properties.  These personnel assembled the necessary data and maintained the data and workpapers in an orderly manner.  We consulted with these technical personnel and had access to their workpapers and supporting data in the course of our audit.

Maritech has informed us that they have furnished us all of the material accounts, records, geological and engineering data, and reports and other data required for this investigation.  In performing our audit of Maritech’s forecast of future proved production, we have relied upon data furnished by Maritech with respect to property interests owned, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, ad valorem and production taxes, recompletion and development costs, abandonment costs after salvage, product prices based on the SEC regulations, adjustments or differentials to product prices, geological structural and isochore maps, well logs, core analyses, and pressure measurements.  Ryder Scott reviewed such factual data for its reasonableness; however, we have not conducted an independent verification of the data supplied by Maritech.  The data described herein were accepted as authentic and sufficient for determining the reserves unless, during the course of our examination, a matter of question came to our attention in which case the data were not accepted until all questions were satisfactorily resolved.  We consider the factual data furnished to us by Maritech to be appropriate and sufficient for the purpose of our review of Maritech’s estimates of reserves. In summary, we consider the assumptions, data, methods and analytical procedures used by Maritech and as reviewed by us appropriate for the purpose hereof, and we have used all such methods and procedures that we consider necessary and appropriate under the circumstances to render the conclusions set forth herein.

Audit Opinion

Based on our review, including the data, technical processes and interpretations presented by Maritech, it is our opinion that the overall procedures and methodologies utilized by Maritech in preparing their estimates of the proved reserves as of December 31, 2009 comply with the current SEC regulations and that the overall proved reserves for the reviewed properties as estimated by Maritech are, in the aggregate, reasonable within the established audit tolerance guidelines of 10 percent as set forth in the SPE auditing standards.

 
 

Maritech Resources, Inc.
January 19, 2010
Page 8
 
In general, we were in reasonable agreement with Maritech's estimates of proved reserves, for the properties which we reviewed; however, in certain cases there was more than an acceptable variance between Maritech's estimates and our estimates due to a difference in interpretation of data or due to our having access to data which were not available to Maritech when its reserve estimates were prepared.  In these cases, Maritech revised its estimates to better conform to our estimates.  As a consequence, it is our opinion that the data presented herein for the properties that we reviewed fairly reflect the estimated net reserves owned by Maritech.

Other Properties

Other properties, as used herein, are those properties of Maritech which we did not review.  The proved net reserves attributable to the other properties account for 16 percent of the total proved net liquid hydrocarbon reserves and 62 percent of the total proved net gas reserves based on estimates prepared by Maritech as of December 31, 2009.

The same technical personnel of Maritech were responsible for the preparation of the reserve estimates for the properties that we reviewed as well as for the properties not reviewed by Ryder Scott.

Standards of Independence and Professional Qualification

Ryder Scott is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world for over seventy years.  Ryder Scott is employee-owned and maintains offices in Houston, Texas; Denver, Colorado; and Calgary, Alberta, Canada.  We have over eighty engineers and geoscientists on our permanent staff.  By virtue of the size of our firm and the large number of clients for which we provide services, no single client or job represents a material portion of our annual revenue.  We do not serve as officers or directors of any publicly traded oil and gas company and are separate and independent from the operating and investment decision-making process of our clients.  This allows us to bring the highest level of independence and objectivity to each engagement for our services.

Ryder Scott actively participates in industry-related professional societies and organizes an annual public forum focused on the subject of reserves evaluations and SEC regulations.  Many of our staff have authored or co-authored technical papers on the subject of reserves related topics.  We encourage our staff to maintain and enhance their professional skills by actively participating in ongoing continuing education.

Prior to becoming an officer of the Company, Ryder Scott requires that staff engineers and geoscientists have received professional accreditation in the form of a registered or certified professional engineer’s license or a registered or certified professional geoscientist’s license, or the equivalent thereof, from an appropriate governmental authority or a recognized self-regulating professional organization.

We are independent petroleum engineers with respect to Maritech.  Neither we nor any of our employees have any interest in the subject properties, and neither the employment to do this work nor the compensation is contingent on our estimates of reserves for the properties which were reviewed.

The results of this audit, presented herein, are based on technical analysis conducted by teams of geoscientists and engineers from Ryder Scott.  The professional qualifications of the undersigned, the technical person primarily responsible for overseeing the review of the reserves information discussed in this report, are included as an attachment to this letter.

 
 

Maritech Resources, Inc.
January 19, 2010
Page 9
 
Terms of Usage

The results of our third party audit, presented in report form herein, were prepared in accordance with the disclosure requirements set forth in the SEC regulations and intended for public disclosure as an exhibit in filings made with the SEC by Maritech.

For filings made with the SEC under the 1933 Securities Act, we have provided our written consent for the references to our name as well as to the references to our third party report in the registration statement(s) on Form S-8 by Maritech.  Our consent for such use is included as a separate exhibit to the filings made with the SEC by Maritech.

Maritech makes periodic filings on Form 10-K with the SEC under the 1934 Exchange Act.  Furthermore, Maritech has certain registration statements filed with the SEC under the 1933 Securities Act into which any subsequently filed Form 10-K is incorporated by reference.  We have consented to the incorporation by reference in the registration statements on Form S-8 of Maritech of the references to our name as well as to the references to our third party report for Maritech, which appears in the December 31, 2009 annual report on Form 10-K of Maritech.  Our written consent for such use is included as a separate exhibit to the filings made with the SEC by Maritech.

We have provided Maritech with a digital version of the original signed copy of this report letter.  In the event there are any differences between the digital version included in filings made by Maritech and the original signed report letter, the original signed report letter shall control and supersede the digital version.

The data and work papers used in the preparation of this report are available for examination by authorized parties in our offices.  Please contact us if we can be of further service.

Very truly yours,

RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580
 
/s/Fred P. Richoux            
Fred P. Richoux, P.E.
TBPE License No. 33949
Executive Vice President
FPR/pl
[seal]
 

 
 
 

 


 
Professional Qualifications of Primary Technical Person

The conclusions presented in this report are the result of technical analysis conducted by teams of geoscientists and engineers from Ryder Scott Company, L.P.  Mr. Fred P. Richoux was the primary technical person responsible for the estimate of the reserves, future production and income.

Mr. Richoux, an employee of Ryder Scott Company L.P. (Ryder Scott) since 1978, is Ryder Scott’s Executive Vice President, serves as Director of Canadian Operations, is a member of the Board of Directors, and is responsible for coordinating and supervising staff and consulting engineers of the company in ongoing reservoir evaluation studies worldwide.  Before joining Ryder Scott, Mr. Richoux served in a number of engineering positions with Phillips Petroleum Company.  For more information regarding Mr. Richoux’s geographic and job specific experience, please refer to the Ryder Scott Company website at http://www.ryderscott.com/Experience/Employees.php.

Mr. Richoux earned a Bachelor of Science degree in Electrical Engineering from The University of Louisiana at Lafayette in 1967 and is a registered Professional Engineer in the State of Texas and in the Province of Alberta.  He is also a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers.

In addition to gaining experience and competency through prior work experience, the Texas Board of Professional Engineers requires a minimum of fifteen hours of continuing education annually, including at least one hour in the area of professional ethics, which Mr. Richoux fulfills.  As part of his 2009 continuing education hours, Mr. Richoux attended an internally presented 16 hours of formalized training as well as a day-long public forum and various professional society presentations specifically on the new SEC regulations relating to the definitions and disclosure guidelines contained in the United States Securities and Exchange Commission Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register.  Mr. Richoux attended an additional 9 hours of formalized in-house training as well as 9 hours of formalized external training during 2009 covering such topics as the SPE/WPC/AAPG/SPEE Petroleum Resources Management System, reservoir engineering, geoscience and petroleum economics evaluation methods, procedures and software and ethics for consultants.  In addition, Mr. Richoux served as the technical presenter in a webinar hosted by a major accounting firm relating to the SEC reserve reporting guidelines.

Based on his educational background, professional training and more than 40 years of practical experience in the estimation and evaluation of petroleum reserves, Mr. Richoux has attained the professional qualifications as a Reserves Estimator and Reserves Auditor set forth in Article III of the “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers as of February 19, 2007.


 
 

 


PETROLEUM RESERVES DEFINITIONS

As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)


PREAMBLE

On January 14, 2009, the United States Securities and Exchange Commission (SEC) published the “Modernization of Oil and Gas Reporting; Final Rule” in the Federal Register of National Archives and Records Administration (NARA).  The “Modernization of Oil and Gas Reporting; Final Rule” includes revisions and additions to the definition section in Rule 4-10 of Regulation S-X, revisions and additions to the oil and gas reporting requirements in Regulation S-K, and amends and codifies Industry Guide 2 in Regulation S-K.  The “Modernization of Oil and Gas Reporting; Final Rule”, including all references to Regulation S-X and Regulation S-K, shall be referred to herein collectively as the “SEC Regulations”.  The SEC Regulations take effect for all filings made with the United States Securities and Exchange Commission as of December 31, 2009, or after January 1, 2010.  Reference should be made to the full text under Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) for the complete definitions, as the following definitions, descriptions and explanations rely wholly or in part on excerpts from the original document (direct passages excerpted from the aforementioned SEC document are denoted in italics herein).

Reserves are those estimated remaining quantities of petroleum which are anticipated to be economically producible, as of a given date, from known accumulations under defined conditions.  All reserve estimates involve some degree of uncertainty.  The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data.  The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved.  Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability.  Under the SEC Regulations as of December 31, 2009, or after January 1, 2010, a company may optionally disclose estimated quantities of probable or possible oil and gas reserves in documents publicly filed with the Commission.  The SEC Regulations continue to prohibit disclosure of estimates of oil and gas resources other than reserves and any estimated values of such resources in any document publicly filed with the Commission unless such information is required to be disclosed in the document by foreign or state law as noted in §229.1202 Instruction to Item 1202.

Reserves estimates will generally be revised as additional geologic or engineering data become available or as economic conditions change.

Reserves may be attributed to either natural energy or improved recovery methods.  Improved recovery methods include all methods for supplementing natural energy or altering natural forces in the reservoir to increase ultimate recovery.  Examples of such methods are pressure maintenance, natural gas cycling, waterflooding, thermal methods, chemical flooding, and the use of miscible and immiscible displacement fluids.  Other improved recovery methods may be developed in the future as petroleum technology continues to evolve.

Reserves may be attributed to either conventional or unconventional petroleum accumulations.  Petroleum accumulations are considered as either conventional or unconventional based on the nature of their in-place characteristics, extraction method applied, or degree of processing prior to sale.  Examples of unconventional petroleum accumulations include coalbed or coalseam methane (CBM/CSM), basin-centered gas, shale gas, gas hydrates, natural bitumen and oil shale deposits.  
 
 
 

PETROLEUM RESERVES DEFINITIONS
Page 2
 
These unconventional accumulations may require specialized extraction technology and/or significant processing prior to sale.

Reserves do not include quantities of petroleum being held in inventory.

Because of the differences in uncertainty, caution should be exercised when aggregating quantities of petroleum from different reserves categories.


RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(26) defines reserves as follows:

Reserves.  Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.  In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible.  Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results).  Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).


PROVED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(22) defines proved oil and gas reserves as follows:

Proved oil and gas reserves.  Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

 
 

PETROLEUM RESERVES DEFINITIONS
Page 3
 
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.


PROVED RESERVES (SEC DEFINITIONS) CONTINUED

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
 
(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
 
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.


PROBABLE RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(18) defines probable oil and gas reserves as follows:

Probable reserves.  Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion.
Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

 
 

PETROLEUM RESERVES DEFINITIONS
Page 4
 
(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.


POSSIBLE RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(17) defines possible oil and gas reserves as follows:

Possible reserves.  Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology.  Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.


 
 

 
 
RESERVES STATUS DEFINITIONS AND GUIDELINES

As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)

and

PETROLEUM RESOURCES MANAGEMENT SYSTEM (SPE-PRMS)
Sponsored and Approved by:
SOCIETY OF PETROLEUM ENGINEERS (SPE),
WORLD PETROLEUM COUNCIL (WPC)
AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS (AAPG)
SOCIETY OF PETROLEUM EVALUATION ENGINEERS (SPEE)


Reserves status categories define the development and producing status of wells and reservoirs.  Reference should be made to Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) and the SPE-PRMS as the following reserves status definitions are based on excerpts from the original documents (direct passages excerpted from the aforementioned SEC and SPE-PRMS documents are denoted in italics herein).


DEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(6) defines developed oil and gas reserves as follows:

Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Developed Producing (SPE-PRMS Definitions)

While not a requirement for disclosure under the SEC regulations, developed oil and gas reserves may be further sub-classified according to the guidance contained in the SPE-PRMS as Producing or Non-Producing.

Developed Producing Reserves
Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate.

Improved recovery reserves are considered producing only after the improved recovery project is in operation.

Developed Non-Producing
Developed Non-Producing Reserves include shut-in and behind-pipe reserves.
 
 
 

RESERVES STATUS DEFINITION AND GUIDELINES
Page 2
 
Shut-In
Shut-in Reserves are expected to be recovered from:
 
(1)  
completion intervals which are open at the time of the estimate but which have not yet started producing;
(2)  
wells which were shut-in for market conditions or pipeline connections; or
(3)  
wells not capable of production for mechanical reasons.

Behind-Pipe
Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future re-completion prior to start of production.

In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.


UNDEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(31) defines undeveloped oil and gas reserves as follows:

Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
 
(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.


 
 

 
CORRESP 5 filename5.htm ex_b.htm
Exhibit B
 
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
 
October 20, 2010
Maritech Resources, Inc.
24955 Interstate 45 North
The Woodlands, Texas 77380
 
Ladies and Gentlemen:
 
Pursuant to your request, we have conducted a reserves audit of the proved developed oil, condensate, natural gas liquids, and natural gas reserves, as of December 31, 2009, of certain selected properties in 12 fields in the Main Pass area offshore from Louisiana owned by Maritech Resources, Inc. (Maritech). Maritech has represented that these properties account for about 16 percent on a net equivalent gas basis of Maritech’s net proved reserves as of December 31, 2009, and that the net proved reserves estimates have been prepared in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the Securities and Exchange Commission (SEC) of the United States. We have reviewed information provided to us by Maritech that it represents to be Maritech’s estimates of the net reserves, as of December 31, 2009, for the same properties as those which we evaluated.

Petroleum reserves included herein are expressed as net reserves as represented by Maritech. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31, 2009. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Maritech after deducting all interests owned by others.

Maritech has represented that estimated net proved reserves attributable to the reviewed properties are based on the definitions of proved reserves of the SEC. Maritech represents that its estimates of the net proved reserves attributable to these properties which represent 16 percent of Maritech’s reserves on a net equivalent basis are as follows, expressed in thousands of barrels (Mbbl), millions of cubic feet (MMcf) and millions of Mcf of gas equivalent (MMcfe):
 
 
 

2
 
Maritech’s estimates of reserves:
 
   
Oil and Condensate
(Mbbl)
 
Natural
Gas
(MMcf)
 
Net
Equivalent
(MMcfe)
 
               
12 Main Pass Fields Audited by DeGolyer and MacNaughton
 
268
 
10,717
 
12,325
 
 
Note: Net equivalent million cubic feet is based on 1 barrel of oil, condensate, or natural gas liquids being equivalent to 6,000 cubic feet of gas.

In our opinion, the information relating to estimated proved reserves of oil , condensate, and natural gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4, 932-235-50-6, 932-235-50-7, and 932-235-50-9, of the Accounting Standards Update 932-235-50, Extractive Industries – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b) and 1201, 1202(a)(1), (2), (3), (4), (8) and 1203(a) of Regulation S–K of the SEC.

Estimates of oil, condensate, NGL, and natural gas should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

Data used in this audit were obtained from reviews with Maritech personnel, Maritech files, from records on file with the appropriate regulatory agencies, and from public sources. Additionally, this information includes data supplied by Petroleum Information/Dwights LLC; Copyright 2009 Petroleum Information/Dwights LLC. In the preparation of this report we have relied, without independent verification, upon such information furnished by Maritech with respect to property interests, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this letter.

 
 

3
 
Methodology and Procedures
 
Estimates of reserves were prepared by the use of standard geological and engineering methods generally accepted by the petroleum industry. The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and the original gas in place (OGIP). Structure and isopach maps were constructed to estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material balance and other engineering methods were used to estimate OOIP or OGIP.

Estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material balance and other engineering methods were used to estimate recovery factors. An analysis of reservoir performance, including production rate, reservoir pressure, and gas-oil ratio behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production.

Petroleum reserves estimated by Maritech and by us are classified as proved developed and are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by
 
 
 

4
 
contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:
 
Classification of Reserves

Petroleum reserves included herein are classified as proved. Reserves classifications used in this letter are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC for reserves reported beginning January 1, 2010. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:
(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

 
 

5
 
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be recovered:
 
 
 

6
 
(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

 
 

7
 
Primary Economic Assumptions
 
The following economic assumptions were used for estimating existing and future prices and costs:
 
Oil and Condensate Prices
 
Maritech has represented that the oil and condensate prices were based on a 12-month average price (reference price), calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. Maritech supplied differentials by field to a West Texas Intermediate reference price of $61.04 per barrel and the prices were held constant thereafter. The average price over the lives of the properties is $60.77 per barrel.
 
NGL Prices
 
Maritech has represented that the NGL prices were based on a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. These prices were held constant over the lives of the properties. The average price over the lives of the properties is $40.00 per barrel.
 
Natural Gas Prices
 
Maritech has represented that the natural gas prices were based on a reference price of $3.866 per MMbtu, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. The gas prices were calculated for each property using differentials furnished by Maritech and held constant thereafter. The average price over the lives of the properties is $4.01 per Mcf.
 
 
 

8
 
Operating Expenses and Capital Costs
 
Operating expenses and capital costs, based on information provided by Maritech, were used in estimating future costs required to operate the properties. In certain cases, future costs, either higher or lower than existing costs, may have been used because of anticipated changes in operating conditions. These costs were not escalated for inflation.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2009 estimated oil and gas volumes. The reserves estimated in this report can be produced under current regulatory guidelines.

In comparing the detailed net proved reserves estimates prepared by us and by Maritech, we have found differences, both positive and negative, with a total difference of less than 1 percent. It is our opinion that the net proved reserves estimates prepared by Maritech on the properties reviewed by us and referred to above, when compared on the basis of net equivalent gas, do not differ materially from those prepared by us.

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world for over 70 years. DeGolyer and MacNaughton has no financial interest, including stock ownership, in Maritech. Our fees were not contingent on the results of our evaluation. This letter report has been prepared at the request of Maritech. DeGolyer and MacNaughton used all assumptions, data, methods, and procedures that it considers necessary to prepare this report.
 
Submitted,
 
DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716
 
/s/Paul J. Szatkowski, P.E.      
Paul J. Szatkowski, P.E.
Senior Vice President
DeGrolyer and MacNaughton
 
 
 
 

9
 
CERTIFICATE of QUALIFICATION
 
I, Paul J. Szatkowski, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A., hereby certify:

1.  
That I am a Senior Vice President of DeGolyer and MacNaughton, which company did prepare the letter report addressed to Maritech Resources dated October 20, 2010, and that I, as Senior Vice President, was responsible for the preparation of this report.

2.  
That I attended the Texas A&M University, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in 1974; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the International Society of Petroleum Engineers and the American Association of Petroleum Geologists; and that I have in excess of 35 years of experience in oil and gas reservoir studies and reserves evaluations.


SIGNED: October 20 2010

 
 
 

10

 
TABLE 1
PROVED NET RESERVES
as of
DECEMBER 31, 2009
of
AUDITED FIELDS
prepared by
MARITECH RESOURCES INC.
 
         
   
Net Liquids Reserves
 
Net Gas Reserves
Field
 
(Mbbl)
 
(MMcf)
         
Main Pass 99
 
38
 
2,204
Main Pass 163
 
2
 
1,750
Main Pass 175
 
0
 
42
Main Pass 185
 
1
 
477
Main Pass 187
 
0
 
1,899
Main Pass 200
 
5
 
1,208
Main Pass 207
 
0
 
97
Main Pass 211
 
0
 
688
Main Pass 232
 
0
 
317
Main Pass 233
 
203
 
1,327
Main Pass 241
 
0
 
355
Main Pass 279
 
19
 
353
 
 
 
 
 
Total
 
268
 
10,717


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