x
|
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
65-1177591
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
600
Travis, Suite 5100
Houston,
Texas
|
77002
|
(Address
of principal executive offices)
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(Zip
Code)
|
Title of each class
|
Name of each exchange on which
registered
|
|
Units
Representing Limited Liability Company Interests
|
The
NASDAQ Global Select Market
|
Page
|
|||
|
·
|
grow
through acquisition of long-life, high quality
properties;
|
|
·
|
efficiently
operate and develop acquired properties;
and
|
|
·
|
reduce
cash flow volatility through commodity price and interest rate
hedging.
|
|
·
|
Mid-Continent
Deep, which includes the Texas Panhandle Deep Granite Wash formation and
deep formations in Oklahoma and
Kansas;
|
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·
|
Mid-Continent
Shallow, which includes the Texas Panhandle Brown Dolomite formation and
shallow formations in Oklahoma, Louisiana and
Illinois;
|
|
·
|
California,
which includes the Brea Olinda Field of the Los Angeles Basin;
and
|
|
·
|
Permian
Basin, which includes areas in West Texas and Southeast New
Mexico.
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Gross
wells:
|
||||||||||||
Productive
|
72 | 304 | 136 | |||||||||
Dry
|
1 | 2 | 2 | |||||||||
73 | 306 | 138 | ||||||||||
Net
development wells:
|
||||||||||||
Productive
|
35 | 189 | 112 | |||||||||
Dry
|
1 | 1 | 2 | |||||||||
36 | 190 | 114 | ||||||||||
Net
exploratory wells:
|
||||||||||||
Productive
|
— | — | — | |||||||||
Dry
|
— | — | — | |||||||||
— | — | — |
Total (1)
|
||||
Proved
undeveloped
|
1,241 | |||
Other
locations
|
3,050 | |||
Total
drilling locations
|
4,291 | |||
Leasehold
interests – net acres (in thousands)
|
702 |
Natural
Gas Wells
|
Oil
Wells
|
Total
Wells
|
||||||||||||||||||||||
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
|||||||||||||||||||
Operated
(1)
|
1,947 | 1,534 | 2,741 | 2,523 | 4,688 | 4,057 | ||||||||||||||||||
Nonoperated
(2)
|
1,201 | 207 | 1,042 | 72 | 2,243 | 279 | ||||||||||||||||||
3,148 | 1,741 | 3,783 | 2,595 | 6,931 | 4,336 |
(1)
|
10
operated wells had multiple completions at December 31,
2009.
|
(2)
|
Three
nonoperated wells had multiple completions at December 31,
2009.
|
Developed
Acreage
|
Undeveloped
Acreage
|
Total
Acreage
|
||||||||||||||||||||||
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
|||||||||||||||||||
(in
thousands)
|
||||||||||||||||||||||||
Leasehold
acreage
|
1,462 | 648 | 90 | 54 | 1,552 | 702 |
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Average
daily production:
|
||||||||||||
Natural
gas (MMcf/d)
|
125 | 124 | 51 | |||||||||
Oil
(MBbls/d)
|
9.0 | 8.6 | 3.4 | |||||||||
NGL
(MBbls/d)
|
6.5 | 6.2 | 2.7 | |||||||||
Total
(MMcfe/d)
|
218 | 212 | 87 | |||||||||
Weighted average prices
(hedged): (1)
|
||||||||||||
Natural
gas (Mcf)
|
$ | 8.27 | $ | 8.42 | $ | 8.36 | ||||||
Oil
(Bbl)
|
$ | 110.94 | $ | 80.92 | $ | 67.07 | ||||||
NGL
(Bbl)
|
$ | 28.04 | $ | 57.86 | $ | 55.51 | ||||||
Weighted average prices
(unhedged): (2)
|
||||||||||||
Natural
gas (Mcf)
|
$ | 3.51 | $ | 7.39 | $ | 6.39 | ||||||
Oil
(Bbl)
|
$ | 55.25 | $ | 92.78 | $ | 66.44 | ||||||
NGL
(Bbl)
|
$ | 28.04 | $ | 57.86 | $ | 55.51 | ||||||
Average
NYMEX prices:
|
||||||||||||
Natural
gas (MMBtu)
|
$ | 3.99 | $ | 9.04 | $ | 6.86 | ||||||
Oil
(Bbl)
|
$ | 61.94 | $ | 99.65 | $ | 72.34 | ||||||
Costs
per Mcfe of production:
|
||||||||||||
Lease
operating expenses
|
$ | 1.67 | $ | 1.49 | $ | 1.31 | ||||||
Transportation
expenses
|
$ | 0.23 | $ | 0.23 | $ | 0.17 | ||||||
General
and administrative expenses (3)
|
$ | 1.08 | $ | 1.00 | $ | 1.61 | ||||||
Depreciation,
depletion and amortization
|
$ | 2.53 | $ | 2.50 | $ | 2.16 | ||||||
Taxes,
other than income taxes
|
$ | 0.35 | $ | 0.79 | $ | 0.70 |
(1)
|
Includes
the effect of realized gains on derivatives of $401.0 million (excluding
$49.0 million realized net gains on canceled contracts), $9.4 million
(excluding $81.4 million realized losses on canceled contracts) and $37.3
million for the years ended December 31, 2009, December 31,
2008, and December 31, 2007, respectively. The Company
utilizes oil puts to hedge revenues associated with its NGL production;
therefore, all realized gains on oil derivative contracts are included in
weighted average oil prices, rather than weighted average NGL
prices.
|
(2)
|
Does
not include the effect of realized gains (losses) on
derivatives.
|
(3)
|
General
and administrative expenses for the years ended December 31, 2009,
December 31, 2008, and December 31, 2007, include approximately
$14.7 million, $14.6 million and $13.5 million, respectively, of noncash
unit-based compensation expenses. Excluding these amounts,
general and administrative expenses for the years ended December 31,
2009, December 31, 2008, and December 31, 2007, were $0.90 per
Mcfe, $0.81 per Mcfe and $1.19 per Mcfe, respectively. This
measure is not in accordance with United States Generally Accepted
Accounting Principles (“GAAP”) and thus is a non-GAAP measure, used by
management to analyze the Company’s
performance.
|
|
·
|
commodity
prices – economic producibility of reserves estimated using the average
price during the 12-month period, determined as an unweighted average of
the first-day-of-the-month price for each month, unless prices are defined
by contractual arrangements, excluding escalations based upon future
conditions;
|
|
·
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disclosure
of unproved reserves – probable and possible reserves may be disclosed
separately on a voluntary basis;
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·
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proved
undeveloped reserve guidelines – reserves may be classified as proved
undeveloped if there is a high degree of confidence that the quantities
will be recovered;
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·
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reserve
estimation using new technologies – reserves may be estimated through the
use of reliable technology in addition to flow tests and production
history; and
|
|
·
|
nontraditional
resources –
the definition of oil and natural gas producing activities were expanded
and focus on the marketable product rather than the method of
extraction.
|
Estimated
proved developed reserves:
|
||||
Natural
gas (Bcf)
|
549 | |||
Oil
(MMBbls)
|
78 | |||
NGL
(MMBbls)
|
34 | |||
Total
(Bcfe)
|
1,220 | |||
Estimated proved undeveloped
reserves: (1)
|
||||
Natural
gas (Bcf)
|
225 | |||
Oil
(MMBbls)
|
24 | |||
NGL
(MMBbls)
|
20 | |||
Total
(Bcfe)
|
492 | |||
Estimated
total proved reserves (Bcfe)
|
1,712 | |||
Proved
developed reserves as a percentage of total proved
reserves
|
71 | % | ||
Standardized
measure of discounted future net cash flows (in millions) (2)
|
$ | 1,723 | ||
Representative NYMEX prices:
(3)
|
||||
Natural
gas (MMBtu)
|
$ | 3.87 | ||
Oil
(Bbl)
|
$ | 61.05 |
(1)
|
During
the year ended December 31, 2009, the Company incurred approximately
$52.7 million in capital expenditures to convert 33 Bcfe of reserves
previously classified as proved undeveloped into proved developed reserves
at December 31, 2009.
|
(2)
|
This
measure is not intended to represent the market value of estimated
reserves.
|
(3)
|
In
accordance with SEC regulations, reserves were estimated using the average
price during the 12-month period, determined as an unweighted average of
the first-day-of-the-month price for each month, unless prices are defined
by contractual arrangements, excluding escalations based upon future
conditions.
|
|
·
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require
the acquisition of various permits before drilling
commences;
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·
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require
the installation of expensive pollution control
equipment;
|
|
·
|
restrict
the types, quantities and concentration of various substances that can be
released into the environment in connection with drilling and production
activities;
|
|
·
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limit
or prohibit drilling activities on lands lying within wilderness, wetlands
and other protected areas;
|
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·
|
require
remedial measures to prevent pollution from former operations, such as pit
closure and plugging of abandoned
wells;
|
|
·
|
impose
substantial liabilities for pollution resulting from operations;
and
|
|
·
|
with
respect to operations affecting federal lands or leases, require
preparation of a Resource Management Plan, an Environmental Assessment,
and/or an Environmental Impact
Statement.
|
|
·
|
Clean
Air Act, and its amendments, which governs air
emissions;
|
|
·
|
Clean
Water Act, which governs discharges to and excavations within the waters
of the United States;
|
|
·
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Comprehensive
Environmental Response, Compensation and Liability Act, which imposes
liability where hazardous releases have occurred or are threatened to
occur (commonly known as
“Superfund”);
|
|
·
|
Energy
Independence and Security Act of 2007, which prescribes new fuel economy
standards and other energy saving
measures;
|
|
·
|
National
Environmental Policy Act, which governs oil and natural gas production
activities on federal lands;
|
|
·
|
Resource
Conservation and Recovery Act, which governs the management of solid
waste;
|
|
·
|
Safe
Drinking Water Act, which governs the underground injection and disposal
of wastewater; and
|
|
·
|
United
States Department of Interior regulations, which impose liability for
pollution cleanup and damages.
|
|
·
|
business
strategy;
|
|
·
|
acquisition
strategy;
|
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·
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financial
strategy;
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·
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drilling
locations;
|
|
·
|
oil,
natural gas and NGL reserves;
|
|
·
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realized
oil, natural gas and NGL prices;
|
|
·
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production
volumes;
|
|
·
|
lease
operating expenses, general and administrative expenses and development
costs;
|
|
·
|
future
operating results; and
|
|
·
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plans,
objectives, expectations and
intentions.
|
|
·
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produced
volumes of oil, natural gas and
NGL;
|
|
·
|
prices
at which oil, natural gas and NGL production is
sold;
|
|
·
|
level
of our operating costs;
|
|
·
|
payment
of interest, which depends on the amount of our indebtedness and the
interest payable thereon; and
|
|
·
|
level
of our capital expenditures.
|
|
·
|
availability
of borrowings under our Credit Facility to pay
distributions;
|
|
·
|
the
costs of acquisitions, if any;
|
|
·
|
fluctuations
in our working capital needs;
|
|
·
|
timing
and collectibility of receivables;
|
|
·
|
restrictions
on distributions contained in our Credit
Facility;
|
|
·
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prevailing
economic conditions;
|
|
·
|
access
to credit or capital markets;
|
|
·
|
renegotiation
of our Credit Facility at existing terms and pricing;
and
|
|
·
|
the
amount of cash reserves established by our Board of Directors for the
proper conduct of our business.
|
|
·
|
the
risk that reserves expected to support the acquired assets may not be of
the anticipated magnitude or may not be developed as
anticipated;
|
|
·
|
the
risk of title defects discovered after
closing;
|
|
·
|
inaccurate
assumptions about revenues and costs, including
synergies;
|
|
·
|
significant
increases in our indebtedness and working capital
requirements;
|
|
·
|
an
inability to transition and integrate successfully or timely the
businesses we acquire;
|
|
·
|
the
cost of transition and integration of data systems and
processes;
|
|
·
|
the
potential environmental problems and
costs;
|
|
·
|
the
assumption of unknown liabilities;
|
|
·
|
limitations
on rights to indemnity from the
seller;
|
|
·
|
the
diversion of management’s attention from other business
concerns;
|
|
·
|
increased
demands on existing personnel and on our corporate
structure;
|
|
·
|
customer
or key employee losses of the acquired businesses;
and
|
|
·
|
the
failure to realize expected growth or
profitability.
|
|
·
|
unable
to identify attractive acquisition candidates or negotiate acceptable
purchase contracts with them;
|
|
·
|
unable
to obtain financing for these acquisitions on economically acceptable
terms; or
|
|
·
|
outbid
by competitors.
|
|
·
|
the
domestic and foreign supply of and demand for oil, natural gas and
NGL;
|
|
·
|
the
price and level of foreign imports;
|
|
·
|
the
level of consumer product demand;
|
|
·
|
weather
conditions;
|
|
·
|
overall
domestic and global economic
conditions;
|
|
·
|
political
and economic conditions in oil and natural gas producing countries,
including those in the Middle East and South
America;
|
|
·
|
the
ability of members of the Organization of Petroleum Exporting Countries to
agree to and maintain price and production
controls;
|
|
·
|
the
impact of the United States dollar exchange rates on oil, natural gas and
NGL prices;
|
|
·
|
technological
advances affecting energy
consumption;
|
|
·
|
domestic
and foreign governmental regulations and
taxation;
|
|
·
|
the
impact of energy conservation
efforts;
|
|
·
|
the
proximity and capacity of pipelines and other transportation facilities;
and
|
|
·
|
the
price and availability of alternative
fuels.
|
|
·
|
actual
prices we receive for oil, natural gas and
NGL;
|
|
·
|
the
amount and timing of actual
production;
|
|
·
|
the
timing and success of development
activities;
|
|
·
|
supply
of and demand for oil, natural gas and NGL;
and
|
|
·
|
changes
in governmental regulations or
taxation.
|
|
·
|
our
proved reserves;
|
|
·
|
the
level of oil, natural gas and NGL we are able to produce from existing
wells;
|
|
·
|
the
prices at which we are able to sell our oil, natural gas and NGL;
and
|
|
·
|
our
ability to acquire, locate and produce new
reserves.
|
|
·
|
the
high cost, shortages or delivery delays of equipment and
services;
|
|
·
|
unexpected
operational events;
|
|
·
|
adverse
weather conditions;
|
|
·
|
facility
or equipment malfunctions;
|
|
·
|
title
problems;
|
|
·
|
pipeline
ruptures or spills;
|
|
·
|
compliance
with environmental and other governmental
requirements;
|
|
·
|
unusual
or unexpected geological
formations;
|
|
·
|
loss
of drilling fluid circulation;
|
|
·
|
formations
with abnormal pressures;
|
|
·
|
fires;
|
|
·
|
blowouts,
craterings and explosions; and
|
|
·
|
uncontrollable
flows of oil, natural gas and NGL or well
fluids.
|
|
·
|
the
federal Clean Air Act and comparable state laws and regulations that
impose obligations related to air
emissions;
|
|
·
|
the
federal Clean Water Act and comparable state laws and regulations that
impose obligations related to discharges of pollutants into regulated
bodies of water;
|
|
·
|
the
federal Resource Conservation and Recovery Act (“RCRA”), and comparable
state laws that impose requirements for the handling and disposal of waste
from our facilities; and
|
|
·
|
the
Comprehensive Environmental Response, Compensation and Liability Act of
1980 (“CERCLA”), also known as “Superfund,” and comparable state laws that
regulate the cleanup of hazardous substances that may have been released
at properties currently or previously owned or operated by us or at
locations to which we have sent waste for
disposal.
|
|
·
|
an
individual unitholder’s proportionate ownership interest in us may
decrease;
|
|
·
|
the
relative voting strength of each previously outstanding unit may be
reduced;
|
|
·
|
the
amount of cash available for distribution per unit may decrease;
and
|
|
·
|
the
market price of the units may
decline.
|
|
·
|
our
limited liability company agreement gives our Board of Directors broad
discretion in establishing cash reserves for the proper conduct of our
business, which will affect the amount of cash available for
distribution. For example, our management will use its
reasonable discretion to establish and maintain cash reserves sufficient
to fund our drilling program;
|
|
·
|
our
management team, subject to oversight from our Board of Directors,
determines the timing and extent of our drilling program and related
capital expenditures, asset purchases and sales, borrowings, issuances
of
|
|
·
|
affiliates
of our directors are not prohibited from investing or engaging in other
businesses or activities that compete with the
Company.
|
Name
|
Age
|
Position
with the Company
|
||
Michael
C. Linn
|
58
|
Executive
Chairman of the Board of Directors
|
||
Mark
E. Ellis
|
54
|
President
and Chief Executive Officer and Director
|
||
Kolja
Rockov
|
39
|
Executive
Vice President and Chief Financial Officer
|
||
Charlene
A. Ripley
|
46
|
Senior
Vice President, General Counsel and Corporate Secretary
|
||
David
B. Rottino
|
44
|
Senior
Vice President and Chief Accounting Officer
|
||
Arden
L. Walker, Jr.
|
50
|
Senior
Vice President and Chief Operating
Officer
|
Unit
Price Range
|
Cash
Distribution
Declared
|
|||||||||||
Quarter
|
High
|
Low
|
Per
Unit
|
|||||||||
2009:
|
||||||||||||
October
1 – December 31
|
$ | 28.00 | $ | 22.18 | $ | 0.63 | ||||||
July
1 – September 30
|
$ | 23.96 | $ | 18.66 | $ | 0.63 | ||||||
April
1 – June 30
|
$ | 20.42 | $ | 14.77 | $ | 0.63 | ||||||
January
1 – March 31
|
$ | 16.65 | $ | 12.95 | $ | 0.63 | ||||||
2008:
|
||||||||||||
October
1 – December 31
|
$ | 17.03 | $ | 11.20 | $ | 0.63 | ||||||
July
1 – September 30
|
$ | 24.88 | $ | 14.93 | $ | 0.63 | ||||||
April
1 – June 30
|
$ | 25.57 | $ | 19.44 | $ | 0.63 | ||||||
January
1 – March 31
|
$ | 24.41 | $ | 18.88 | $ | 0.63 |
|
·
|
provide
for the proper conduct of business (including reserves for future capital
expenditures, future debt service requirements, and for anticipated credit
needs); and
|
|
·
|
comply
with applicable laws, debt instruments or other
agreements;
|
Item 5. |
Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities -
Continued
|
January
13, 2006
|
December 31,
2006
|
December 31,
2007
|
December 31,
2008
|
December 31,
2009
|
||||||||||||||||
LINN
Energy
|
$ | 100 | $ | 153 | $ | 128 | $ | 87 | $ | 185 | ||||||||||
Alerian
MLP Index
|
$ | 100 | $ | 120 | $ | 136 | $ | 86 | $ | 151 | ||||||||||
S&P
500 Index
|
$ | 100 | $ | 112 | $ | 118 | $ | 75 | $ | 94 |
Item 5. |
Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities -
Continued
|
At
or for the Year Ended December 31,
|
||||||||||||||||||||
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||
(in
thousands, except per unit amounts)
|
||||||||||||||||||||
Statement
of operations data:
|
||||||||||||||||||||
Oil,
natural gas and natural gas liquid sales
|
$ | 408,219 | $ | 755,644 | $ | 255,927 | $ | 21,372 | $ | ― | ||||||||||
Gain
(loss) on oil and natural gas derivatives
|
(141,374 | ) | 662,782 | (345,537 | ) | 103,308 | (76,193 | ) | ||||||||||||
Depreciation,
depletion and amortization
|
201,782 | 194,093 | 69,081 | 4,352 | ― | |||||||||||||||
Interest
expense, net of amounts capitalized
|
92,701 | 94,517 | 38,974 | 5,909 | 481 | |||||||||||||||
Income
(loss) from continuing operations
|
(295,841 | ) | 825,657 | (356,194 | ) | 69,811 | (79,311 | ) | ||||||||||||
Income
(loss) from discontinued operations, net of taxes (1)
|
(2,351 | ) | 173,959 | (8,155 | ) | 9,374 | 22,960 | |||||||||||||
Net
income (loss)
|
(298,192 | ) | 999,616 | (364,349 | ) | 79,185 | (56,351 | ) | ||||||||||||
Income
(loss) per unit – continuing operations: (2)
|
||||||||||||||||||||
Basic
|
(2.48 | ) | 7.18 | (5.17 | ) | 2.30 | (3.87 | ) | ||||||||||||
Diluted
|
(2.48 | ) | 7.18 | (5.17 | ) | 2.28 | (3.87 | ) | ||||||||||||
Income
(loss) per unit – discontinued operations: (2)
|
||||||||||||||||||||
Basic
|
(0.02 | ) | 1.52 | (0.12 | ) | 0.31 | 1.12 | |||||||||||||
Diluted
|
(0.02 | ) | 1.52 | (0.12 | ) | 0.31 | 1.12 | |||||||||||||
Net
income (loss) per unit: (2)
|
||||||||||||||||||||
Basic
|
(2.50 | ) | 8.70 | (5.29 | ) | 2.61 | (2.75 | ) | ||||||||||||
Diluted
|
(2.50 | ) | 8.70 | (5.29 | ) | 2.59 | (2.75 | ) | ||||||||||||
Distributions
declared per unit
|
2.52 | 2.52 | 2.18 | 1.15 | ― | |||||||||||||||
Weighted
average units outstanding
|
119,307 | 114,140 | 68,916 | 28,281 | 20,518 | |||||||||||||||
Cash
flow data:
|
||||||||||||||||||||
Net
cash provided by (used in):
|
||||||||||||||||||||
Operating
activities (3)
|
$ | 426,804 | $ | 179,515 | $ | (44,814 | ) | $ | (6,805 | ) | $ | (29,518 | ) | |||||||
Investing
activities
|
(282,273 | ) | (35,550 | ) | (2,892,420 | ) | (551,631 | ) | (150,898 | ) | ||||||||||
Financing
activities
|
(150,968 | ) | (116,738 | ) | 2,932,080 | 553,990 | 189,269 | |||||||||||||
Balance
sheet data:
|
||||||||||||||||||||
Total
assets
|
$ | 4,340,256 | $ | 4,722,020 | $ | 3,807,703 | $ | 905,912 | $ | 280,924 | ||||||||||
Long-term
debt
|
1,588,831 | 1,653,568 | 1,443,830 | 428,237 | 207,695 | |||||||||||||||
Unitholders’
capital (deficit)
|
2,452,004 | 2,760,686 | 2,026,641 | 450,954 | (46,831 | ) |
(1)
|
Includes
gain (loss) on sale of assets, net of
taxes.
|
(2)
|
Effective
January 1, 2009, the Company adopted an accounting standard requiring
unvested restricted units to be included in the computation of earnings
per unit under the two-class method. The adoption required
retrospective adjustment of all prior period earnings per unit
data. The impact of the adoption was a reduction to income from
continuing operations per unit – diluted and net income per
unit – diluted, of $0.05 per unit and $0.02 per unit for the years
ended December 31, 2008, and December 31, 2006,
respectively. There was no impact for the years ended
December 31, 2007, or December 31,
2005.
|
(3)
|
Includes
premiums paid for derivatives of approximately $93.6 million, $129.5
million, $279.3 million, $49.8 million and $1.6 million for the years
ended December 31, 2009, December 31, 2008, December 31,
2007, December 31, 2006, and December 31, 2005,
respectively.
|
At
or for the Year Ended December 31,
|
||||||||||||||||||||
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||
Production
data:
|
||||||||||||||||||||
Average
daily production – continuing operations:
|
||||||||||||||||||||
Natural
gas (MMcf/d)
|
125 | 124 | 51 | 2 | ― | |||||||||||||||
Oil
(MBbls/d)
|
9.0 | 8.6 | 3.4 | 0.9 | ― | |||||||||||||||
NGL
(MBbls/d)
|
6.5 | 6.2 | 2.7 | ― | ― | |||||||||||||||
Total
(MMcfe/d)
|
218 | 212 | 87 | 8 | ― | |||||||||||||||
Average
daily production – discontinued operations:
|
||||||||||||||||||||
Total
(MMcfe/d)
|
― | 12 | 24 | 22 | 13 | |||||||||||||||
Estimated proved reserves –
continuing operations: (1)
|
||||||||||||||||||||
Natural
gas (Bcf)
|
774 | 851 | 833 | 77 | ― | |||||||||||||||
Oil
(MMBbls)
|
102 | 84 | 55 | 30 | ― | |||||||||||||||
NGL
(MMBbls)
|
54 | 51 | 43 | ― | ― | |||||||||||||||
Total
(Bcfe)
|
1,712 | 1,660 | 1,419 | 255 | ― | |||||||||||||||
Estimated proved reserves –
discontinued operations: (1)
|
||||||||||||||||||||
Total
(Bcfe)
|
― | ― | 197 | 199 | 193 |
(1)
|
In
accordance with SEC regulations, reserves at December 31, 2009, were
estimated using the average price during the 12-month period, determined
as an unweighted average of the first-day-of-the-month price for each
month, unless prices are defined by contractual arrangements, excluding
escalations based upon future conditions. In accordance with
SEC regulations, reserves for all prior years were estimated using
year-end prices.
|
|
·
|
oil,
natural gas and NGL sales of approximately $408.2 million, compared to
$755.6 million in 2008;
|
|
·
|
average
daily production of 218 MMcfe/d, compared to 212 MMcfe/d in
2008;
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
|
·
|
realized
gains on commodity derivatives of approximately $450.0 million, compared
to realized losses of $72.0 million in
2008;
|
|
·
|
adjusted
EBITDA of $566.2 million, compared to $514.5 million in
2008;
|
|
·
|
adjusted
net income of $206.9 million, compared to $174.7 million in
2008;
|
|
·
|
capital
expenditures, excluding acquisitions, of approximately $149.5 million,
compared to $321.3 million in 2008;
and
|
|
·
|
73 wells
drilled (72 successful), compared to 306 wells drilled (304 successful) in
2008.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
February
24 –
December
31,
2010
|
Year
2011
|
Year
2012
|
Year
2013
|
|||||||||||||
Natural
gas positions:
|
||||||||||||||||
Fixed
price swaps:
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
32,971 | 31,901 | — | — | ||||||||||||
Average
price ($/MMBtu)
|
$ | 8.90 | $ | 9.50 | $ | — | $ | — | ||||||||
Puts:
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
5,800 | 6,960 | — | — | ||||||||||||
Average
price ($/MMBtu)
|
$ | 8.50 | $ | 9.50 | $ | — | $ | — | ||||||||
PEPL
puts: (1)
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
8,862 | 13,259 | — | — | ||||||||||||
Average
price ($/MMBtu)
|
$ | 7.85 | $ | 8.50 | $ | — | $ | — | ||||||||
Total:
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
47,633 | 52,120 | — | — | ||||||||||||
Average
price ($/MMBtu)
|
$ | 8.66 | $ | 9.25 | $ | — | $ | — | ||||||||
Oil
positions:
|
||||||||||||||||
Fixed
price swaps: (2)
|
||||||||||||||||
Hedged
volume (MBbls)
|
1,971 | 2,073 | 2,654 | 2,646 | ||||||||||||
Average
price ($/Bbl)
|
$ | 90.00 | $ | 90.00 | $ | 100.00 | $ | 100.00 | ||||||||
Puts:
(3)
|
||||||||||||||||
Hedged
volume (MBbls)
|
2,062 | 2,352 | — | — | ||||||||||||
Average
price ($/Bbl)
|
$ | 110.00 | $ | 75.00 | $ | — | $ | — | ||||||||
Collars:
|
||||||||||||||||
Hedged
volume (MBbls)
|
229 | 276 | — | — | ||||||||||||
Average
floor price ($/Bbl)
|
$ | 90.00 | $ | 90.00 | $ | — | $ | — | ||||||||
Average
ceiling price ($/Bbl)
|
$ | 112.00 | $ | 112.25 | $ | — | $ | — | ||||||||
Total:
|
||||||||||||||||
Hedged
volume (MBbls)
|
4,262 | 4,701 | 2,654 | 2,646 | ||||||||||||
Average
price ($/Bbl)
|
$ | 99.68 | $ | 82.50 | $ | 100.00 | $ | 100.00 | ||||||||
Natural
gas basis differential positions:
|
||||||||||||||||
PEPL
basis swaps: (1)
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
35,972 | 35,541 | 34,066 | 31,700 | ||||||||||||
Hedged
differential ($/MMBtu)
|
$ | (0.97 | ) | $ | (0.96 | ) | $ | (0.95 | ) | $ | (1.01 | ) |
(1)
|
Settle
on the PEPL spot price of natural gas to hedge basis differential
associated with natural gas production in the Mid-Continent Deep and
Mid-Continent Shallow regions.
|
(2)
|
As
presented in the table above, the Company has outstanding fixed price oil
swaps on 7,250 Bbls per day at a price of $100.00 per Bbl for the years
ending December 31, 2012, and December 31, 2013. The
Company has derivative contracts that extend the swaps for each of the
years ending December 31, 2014, December 31, 2015, and
December 31, 2016, if the counterparties determine that the strike
prices are in-the-money on a designated date in each respective preceding
year. The extension for each year is exercisable without
respect to the other years.
|
(3)
|
The
Company utilizes oil puts to hedge revenues associated with its NGL
production.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
|
·
|
Mid-Continent
Deep, which includes the Texas Panhandle Deep Granite Wash formation and
deep formations in Oklahoma and
Kansas;
|
|
·
|
Mid-Continent
Shallow, which includes the Texas Panhandle Brown Dolomite formation and
shallow formations in Oklahoma, Louisiana and
Illinois;
|
|
·
|
California,
which includes the Brea Olinda Field of the Los Angeles Basin;
and
|
|
·
|
Permian
Basin, which includes areas in West Texas and Southeast New
Mexico.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
Variance
|
||||||||||
(in
thousands)
|
||||||||||||
Revenues
and other:
|
||||||||||||
Natural
gas sales
|
$ | 160,470 | $ | 334,214 | $ | (173,744 | ) | |||||
Oil
sales
|
181,619 | 291,132 | (109,513 | ) | ||||||||
NGL
sales
|
66,130 | 130,298 | (64,168 | ) | ||||||||
Total
oil, natural gas and NGL sales
|
408,219 | 755,644 | (347,425 | ) | ||||||||
Gain
(loss) on oil and natural gas derivatives (1)
|
(141,374 | ) | 662,782 | (804,156 | ) | |||||||
Natural
gas marketing revenues
|
4,380 | 12,846 | (8,466 | ) | ||||||||
Other
revenues
|
1,924 | 3,759 | (1,835 | ) | ||||||||
$ | 273,149 | $ | 1,435,031 | $ | (1,161,882 | ) | ||||||
Expenses:
|
||||||||||||
Lease
operating expenses
|
$ | 132,647 | $ | 115,402 | $ | 17,245 | ||||||
Transportation
expenses
|
18,202 | 17,597 | 605 | |||||||||
Natural
gas marketing expenses
|
2,154 | 11,070 | (8,916 | ) | ||||||||
General
and administrative expenses (2)
|
86,134 | 77,391 | 8,743 | |||||||||
Exploration
costs
|
7,169 | 7,603 | (434 | ) | ||||||||
Bad
debt expenses
|
401 | 1,436 | (1,035 | ) | ||||||||
Depreciation,
depletion and amortization
|
201,782 | 194,093 | 7,689 | |||||||||
Impairment
of goodwill and long-lived assets
|
— | 50,505 | (50,505 | ) | ||||||||
Taxes,
other than income taxes
|
27,605 | 61,435 | (33,830 | ) | ||||||||
(Gain)
loss on sale of assets and other, net
|
(24,598 | ) | (98,763 | ) | 74,165 | |||||||
$ | 451,496 | $ | 437,769 | $ | 13,727 | |||||||
Other
income and (expenses)
|
$ | (121,715 | ) | $ | (168,893 | ) | $ | 47,178 | ||||
Income
(loss) from continuing operations before income taxes
|
$ | (300,062 | ) | $ | 828,369 | $ | (1,128,431 | ) | ||||
Adjusted EBITDA (3)
|
$ | 566,235 | $ | 514,487 | $ | 51,748 | ||||||
Adjusted net income
(3)
|
$ | 206,922 | $ | 174,663 | $ | 32,259 |
(1)
|
During
the year ended December 31, 2009, the Company canceled (before the
contract settlement date) derivative contracts on estimated future oil and
natural gas production resulting in realized net gains of approximately
$49.0 million, primarily associated with the Company’s commodity
derivative repositioning in July 2009 (see Note 7). During
the year ended December 31, 2008, the Company canceled (before the
contract settlement date) derivative contracts on estimated future natural
gas production primarily associated with properties in the Appalachian
Basin and Verden areas (see Note 2) resulting in realized losses of
approximately $81.4 million.
|
(2)
|
General
and administrative expenses for the years ended December 31, 2009,
and December 31, 2008, include approximately $14.7 million and $14.6
million, respectively, of noncash unit-based compensation
expenses.
|
(3)
|
This
is a non-GAAP measure used by management to analyze Company
performance. See “Non-GAAP Financial Measures” on page 56
for a reconciliation of the non-GAAP financial measure to its most
directly comparable financial measure calculated and presented in
accordance with GAAP.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
Variance
|
||||||||||
Average
daily production:
|
||||||||||||
Natural
gas (MMcf/d)
|
125 | 124 | 1 | % | ||||||||
Oil
(MBbls/d)
|
9.0 | 8.6 | 5 | % | ||||||||
NGL
(MBbls/d)
|
6.5 | 6.2 | 5 | % | ||||||||
Total
(MMcfe/d)
|
218 | 212 | 3 | % | ||||||||
Weighted average prices
(hedged): (1)
|
||||||||||||
Natural
gas (Mcf)
|
$ | 8.27 | $ | 8.42 | (2 | )% | ||||||
Oil
(Bbl)
|
$ | 110.94 | $ | 80.92 | 37 | % | ||||||
NGL
(Bbl)
|
$ | 28.04 | $ | 57.86 | (52 | )% | ||||||
Weighted average prices
(unhedged): (2)
|
||||||||||||
Natural
gas (Mcf)
|
$ | 3.51 | $ | 7.39 | (53 | )% | ||||||
Oil
(Bbl)
|
$ | 55.25 | $ | 92.78 | (40 | )% | ||||||
NGL
(Bbl)
|
$ | 28.04 | $ | 57.86 | (52 | )% | ||||||
Average
NYMEX prices:
|
||||||||||||
Natural
gas (MMBtu)
|
$ | 3.99 | $ | 9.04 | (56 | )% | ||||||
Oil
(Bbl)
|
$ | 61.94 | $ | 99.65 | (38 | )% | ||||||
Costs
per Mcfe of production:
|
||||||||||||
Lease
operating expenses
|
$ | 1.67 | $ | 1.49 | 12 | % | ||||||
Transportation
expenses
|
$ | 0.23 | $ | 0.23 | — | |||||||
General
and administrative expenses (3)
|
$ | 1.08 | $ | 1.00 | 8 | % | ||||||
Depreciation,
depletion and amortization
|
$ | 2.53 | $ | 2.50 | 1 | % | ||||||
Taxes,
other than income taxes
|
$ | 0.35 | $ | 0.79 | (56 | )% |
(1)
|
Includes
the effect of realized gains on derivatives of approximately $401.0
million (excluding $49.0 million realized net gains on canceled contracts)
and $9.4 million (excluding $81.4 million realized losses on canceled
contracts) for the years ended December 31, 2009, and
December 31, 2008, respectively. The Company utilizes oil
puts to hedge revenues associated with its NGL production; therefore, all
realized gains (losses) on oil derivative contracts are included in
weighted average oil prices, rather than weighted average NGL
prices.
|
(2)
|
Does
not include the effect of realized gains (losses) on
derivatives.
|
(3)
|
General
and administrative expenses for the years ended December 31, 2009,
and December 31, 2008, include approximately $14.7 million and $14.6
million, respectively, of noncash unit-based compensation
expenses. Excluding these amounts, general and administrative
expenses for the years ended December 31, 2009, and December 31,
2008, were $0.90 per Mcfe and $0.81 per Mcfe,
respectively. This is a non-GAAP measure used by management to
analyze the Company’s performance.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended
December 31,
|
||||||||||||||||
2009
|
2008
|
Variance
|
||||||||||||||
Average
daily production (MMcfe/d):
|
||||||||||||||||
Mid-Continent
Deep
|
135 | 136 | (1 | ) | (1 | )% | ||||||||||
Mid-Continent
Shallow
|
67 | 63 | 4 | 6 | % | |||||||||||
California
|
14 | 13 | 1 | 8 | % | |||||||||||
Permian
Basin
|
2 | — | 2 | — | ||||||||||||
218 | 212 | 6 | 3 | % |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended
December 31,
|
||||||||||||
2009
|
2008
|
Variance
|
||||||||||
(in
thousands)
|
||||||||||||
Interest
expense, net of amounts capitalized
|
$ | (92,701 | ) | $ | (94,517 | ) | $ | 1,816 | ||||
Realized
loss on interest rate swaps
|
(42,941 | ) | (16,036 | ) | (26,905 | ) | ||||||
Unrealized
gain (loss) on interest rate swaps
|
16,588 | (50,638 | ) | 67,226 | ||||||||
Other,
net
|
(2,661 | ) | (7,702 | ) | 5,041 | |||||||
$ | (121,715 | ) | $ | (168,893 | ) | $ | 47,178 |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
Variance
|
||||||||||
(in
thousands)
|
||||||||||||
Revenues
and other:
|
||||||||||||
Natural
gas sales
|
$ | 334,214 | $ | 118,343 | $ | 215,871 | ||||||
Oil
sales
|
291,132 | 82,523 | 208,609 | |||||||||
NGL
sales
|
130,298 | 55,061 | 75,237 | |||||||||
Total
oil, natural gas and NGL sales
|
755,644 | 255,927 | 499,717 | |||||||||
Gain
(loss) on oil and natural gas derivatives (1)
|
662,782 | (345,537 | ) | 1,008,319 | ||||||||
Natural
gas marketing revenues
|
12,846 | 11,589 | 1,257 | |||||||||
Other
revenues
|
3,759 | 2,738 | 1,021 | |||||||||
$ | 1,435,031 | $ | (75,283 | ) | $ | 1,510,314 | ||||||
Expenses:
|
||||||||||||
Lease
operating expenses
|
$ | 115,402 | $ | 41,946 | $ | 73,456 | ||||||
Transportation
expenses
|
17,597 | 5,575 | 12,022 | |||||||||
Natural
gas marketing expenses
|
11,070 | 9,100 | 1,970 | |||||||||
General
and administrative expenses (2)
|
77,391 | 51,374 | 26,017 | |||||||||
Exploration
costs
|
7,603 | 4,053 | 3,550 | |||||||||
Bad
debt expenses
|
1,436 | ― | 1,436 | |||||||||
Depreciation,
depletion and amortization
|
194,093 | 69,081 | 125,012 | |||||||||
Impairment
of goodwill and long-lived assets
|
50,505 | ― | 50,505 | |||||||||
Taxes,
other than income taxes
|
61,435 | 22,350 | 39,085 | |||||||||
(Gain)
loss on sale of assets and other, net
|
(98,763 | ) | 1,767 | (100,530 | ) | |||||||
$ | 437,769 | $ | 205,246 | $ | 232,523 | |||||||
Other
income and (expenses)
|
$ | (168,893 | ) | $ | (70,877 | ) | $ | (98,016 | ) | |||
Income
(loss) from continuing operations before income taxes
|
$ | 828,369 | $ | (351,406 | ) | $ | 1,179,775 | |||||
Adjusted EBITDA (3)
|
$ | 514,487 | $ | 257,732 | $ | 256,755 | ||||||
Adjusted net income
(3)
|
$ | 174,663 | $ | 57,908 | $ | 116,755 |
(1)
|
During
the year ended December 31, 2008, the Company canceled (before the
contract settlement date) derivative contracts on estimated future natural
gas production primarily associated with properties in the Appalachian
Basin and Verden areas (see Note 2) resulting in realized losses of
approximately $81.4 million.
|
(2)
|
General
and administrative expenses for the years ended December 31, 2008,
and December 31, 2007, include approximately $14.6 million and $13.5
million, respectively, of noncash unit-based compensation
expenses.
|
(3)
|
This
is a non-GAAP measure used by management to analyze Company
performance. See “Non-GAAP Financial Measures” on page 56
for a reconciliation of the non-GAAP financial measure to its most
directly comparable financial measure calculated and presented in
accordance with GAAP.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
Variance
|
||||||||||
Average
daily production:
|
||||||||||||
Natural
gas (MMcf/d)
|
124 | 51 | 143 | % | ||||||||
Oil
(MBbls/d)
|
8.6 | 3.4 | 153 | % | ||||||||
NGL
(MBbls/d)
|
6.2 | 2.7 | 130 | % | ||||||||
Total
(MMcfe/d)
|
212 | 87 | 144 | % | ||||||||
Weighted average prices
(hedged): (1)
|
||||||||||||
Natural
gas (Mcf)
|
$ | 8.42 | $ | 8.36 | 1 | % | ||||||
Oil
(Bbl)
|
$ | 80.92 | $ | 67.07 | 21 | % | ||||||
NGL
(Bbl)
|
$ | 57.86 | $ | 55.51 | 4 | % | ||||||
Weighted average prices
(unhedged): (2)
|
||||||||||||
Natural
gas (Mcf)
|
$ | 7.39 | $ | 6.39 | 16 | % | ||||||
Oil
(Bbl)
|
$ | 92.78 | $ | 66.44 | 40 | % | ||||||
NGL
(Bbl)
|
$ | 57.86 | $ | 55.51 | 4 | % | ||||||
Average
NYMEX prices:
|
||||||||||||
Natural
gas (MMBtu)
|
$ | 9.04 | $ | 6.86 | 32 | % | ||||||
Oil
(Bbl)
|
$ | 99.65 | $ | 72.34 | 38 | % | ||||||
Costs
per Mcfe of production:
|
||||||||||||
Lease
operating expenses
|
$ | 1.49 | $ | 1.31 | 14 | % | ||||||
Transportation
expenses
|
$ | 0.23 | $ | 0.17 | 35 | % | ||||||
General
and administrative expenses (3)
|
$ | 1.00 | $ | 1.61 | (38 | )% | ||||||
Depreciation,
depletion and amortization
|
$ | 2.50 | $ | 2.16 | 16 | % | ||||||
Taxes,
other than income taxes
|
$ | 0.79 | $ | 0.70 | 13 | % |
(1)
|
Includes
the effect of realized gains on derivatives of approximately $9.4 million
(excluding $81.4 million losses on canceled contracts) and $37.3 million
for the years ended December 31, 2008, and December 31, 2007,
respectively. The Company utilizes oil puts to hedge revenues
associated with its NGL production; therefore, all realized gains (losses)
on oil derivative contracts are included in weighted average oil prices,
rather than weighted average NGL
prices.
|
(2)
|
Does
not include the effect of realized gains (losses) on
derivatives.
|
(3)
|
General
and administrative expenses for the years ended December 31, 2008,
and December 31, 2007, include approximately $14.6 million and $13.5
million, respectively, of noncash unit-based compensation
expenses. Excluding these amounts, general and administrative
expenses for the years ended December 31, 2008, and December 31,
2007, were $0.81 per Mcfe and $1.19 per Mcfe,
respectively. This is a non-GAAP measure used by management to
analyze the Company’s performance.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended
December 31,
|
||||||||||||||||
2008
|
2007
|
Variance
|
||||||||||||||
Average
daily production (MMcfe/d):
|
||||||||||||||||
Mid-Continent
Deep
|
136 | 47 | 89 | 189 | % | |||||||||||
Mid-Continent
Shallow
|
63 | 28 | 35 | 125 | % | |||||||||||
California
|
13 | 12 | 1 | 8 | % | |||||||||||
212 | 87 | 125 | 144 | % |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended
December 31,
|
||||||||||||
2008
|
2007
|
Variance
|
||||||||||
(in
thousands)
|
||||||||||||
Interest
expense, net of amounts capitalized
|
$ | (94,517 | ) | $ | (38,974 | ) | $ | (55,543 | ) | |||
Realized
gain (loss) on interest rate swaps
|
(16,036 | ) | 1,467 | (17,503 | ) | |||||||
Unrealized
loss on interest rate swaps
|
(50,638 | ) | (29,548 | ) | (21,090 | ) | ||||||
Other,
net
|
(7,702 | ) | (3,822 | ) | (3,880 | ) | ||||||
$ | (168,893 | ) | $ | (70,877 | ) | $ | (98,016 | ) |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Reserve
replacement cost per Mcfe
|
=
|
Oil
and natural gas capital costs expended (1)
|
Sum
of reserve additions (2)
|
||
Reserve
replacement ratio
|
=
|
Sum
of reserve additions (2)
|
Annual
production
|
(1)
|
Oil
and natural gas capital costs expended include the costs of property
acquisition, exploration and development activities conducted to add
reserves and exclude asset retirement obligation costs. The
Company expects to incur development costs in the future for proved
undeveloped reserves; such future costs are excluded from costs expended
and are not considered in the reserve replacement metrics presented
herein.
|
(2)
|
Reserve
additions include proved reserves (developed and undeveloped) and reflect
reserve revisions for prices and performance, extensions, discoveries and
other additions and acquisitions and do not include unproved reserve
quantities.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Including
Price Revisions
|
Excluding
Price Revisions
|
|||||||||||||||||||||||
Year
Ended December 31,
|
Year
Ended December 31,
|
|||||||||||||||||||||||
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
|||||||||||||||||||
Costs
per Mcfe of production:
|
||||||||||||||||||||||||
Reserve
replacement cost, including acquisitions
|
$ | 1.96 | $ | 2.44 | $ | 2.23 | $ | 1.71 | $ | 1.53 | $ | 2.38 | ||||||||||||
Reserve
replacement cost, excluding acquisitions (finding and development
cost)
|
$ | 2.03 |
NM
(1)
|
$ | 1.16 | $ | 1.59 | $ | 1.44 | $ | 2.74 | |||||||||||||
Percentage
of production:
|
||||||||||||||||||||||||
Reserve
replacement ratio, including acquisitions
|
165 | % | 475 | % | 3,745 | % | 189 | % | 756 | % | 3,521 | % | ||||||||||||
Reserve
replacement ratio, excluding acquisitions
|
88 | % |
NM
(1)
|
389 | % | 112 | % | 282 | % | 165 | % |
(1)
|
Not
meaningful due to the impact of a significant decrease in year-end
commodity prices, primarily oil, at December 31, 2008, compared to
December 31, 2007, which offset reserve
additions.
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Costs
incurred in oil and natural gas property acquisition, exploration
and development – continuing operations
|
$ | 258,105 | $ | 900,256 | $ | 2,674,439 | ||||||
Less:
|
||||||||||||
Asset
retirement obligation costs
|
(371 | ) | (680 | ) | (3,868 | ) | ||||||
Property
acquisition costs
|
(115,929 | ) | (584,630 | ) | (2,525,772 | ) | ||||||
Oil
and natural gas capital costs expended, excluding acquisitions –
continuing operations
|
$ | 141,805 | $ | 314,946 | $ | 144,799 |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Net
cash:
|
||||||||||||
Provided
by (used in) operating activities (1)
|
$ | 426,804 | $ | 179,515 | $ | (44,814 | ) | |||||
Used
in investing activities
|
(282,273 | ) | (35,550 | ) | (2,892,420 | ) | ||||||
Provided
by (used in) financing activities
|
(150,968 | ) | (116,738 | ) | 2,932,080 | |||||||
Net
increase (decrease) in cash and cash equivalents
|
$ | (6,437 | ) | $ | 27,227 | $ | (5,154 | ) |
(1)
|
The
years ended December 31, 2009, December 31, 2008, and
December 31, 2007, include premiums paid for derivatives of
approximately $93.6 million, $129.5 million and $279.3 million,
respectively.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Cash
flow from investing activities:
|
||||||||||||
Acquisition
of oil and natural gas properties
|
$ | (130,735 | ) | $ | (593,412 | ) | $ | (2,677,575 | ) | |||
Capital
expenditures
|
(178,242 | ) | (339,724 | ) | (219,383 | ) | ||||||
Proceeds
from sale of properties and equipment
|
26,704 | 897,586 | 4,538 | |||||||||
$ | (282,273 | ) | $ | (35,550 | ) | $ | (2,892,420 | ) |
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Proceeds
from borrowings:
|
||||||||||||
Credit
facility
|
$ | 401,500 | $ | 809,000 | $ | 1,298,000 | ||||||
Senior
notes
|
237,703 | 250,000 | — | |||||||||
Term
loan
|
— | 400,000 | — | |||||||||
$ | 639,203 | $ | 1,459,000 | $ | 1,298,000 | |||||||
Repayments
of debt:
|
||||||||||||
Credit
facility
|
$ | (704,893 | ) | $ | (848,608 | ) | $ | (280,750 | ) | |||
Term
loan
|
— | (400,000 | ) | — | ||||||||
Notes
payable
|
— | (1,564 | ) | (2,358 | ) | |||||||
$ | (704,893 | ) | $ | (1,250,172 | ) | $ | (283,108 | ) |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Date
Paid
|
Period
Covered by Distribution
|
Distribution
Per
Unit
|
Total
Distribution
|
|||||||
(in
millions)
|
||||||||||
November
2009
|
July
1 – September 30, 2009
|
$ | 0.63 | $ | 81.9 | |||||
August
2009
|
April
1 – June 30, 2009
|
$ | 0.63 | 76.4 | ||||||
May
2009
|
January
1 – March 31, 2009
|
$ | 0.63 | 72.5 | ||||||
February
2009
|
October
1 – December 31, 2008
|
$ | 0.63 | 72.5 | ||||||
$ | 303.3 |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Payments
Due
|
||||||||||||||||||||
Contractual
Obligations
|
Total
|
2010
|
2011 – 2012 | 2013 – 2014 |
2015
and Beyond
|
|||||||||||||||
(in
thousands)
|
||||||||||||||||||||
Long-term
debt obligations:
|
||||||||||||||||||||
Credit
facility
|
$ | 1,100,000 | $ | — | $ | 1,100,000 | $ | — | $ | — | ||||||||||
Senior
notes
|
505,927 | — | — | — | 505,927 | |||||||||||||||
Interest
(1)
|
516,141 | 87,428 | 161,197 | 109,296 | 158,220 | |||||||||||||||
Operating
lease obligations:
|
||||||||||||||||||||
Office,
property and equipment leases
|
29,965 | 3,954 | 7,811 | 6,526 | 11,674 | |||||||||||||||
Other
noncurrent liabilities:
|
||||||||||||||||||||
Asset
retirement obligations
|
33,135 | — | — | — | 33,135 | |||||||||||||||
Other:
|
||||||||||||||||||||
Commodity
derivatives
|
45,654 | 8,185 | 5,787 | 14,271 | 17,411 | |||||||||||||||
Interest
rate swaps
|
69,386 | 42,839 | 26,547 | — | — | |||||||||||||||
Services
agreement
|
1,845 | 1,165 | 680 | — | — | |||||||||||||||
Charitable
contributions
|
750 | 250 | 500 | — | — | |||||||||||||||
Executive
severance
|
185 | 185 | — | — | — | |||||||||||||||
$ | 2,302,988 | $ | 144,006 | $ | 1,302,522 | $ | 130,093 | $ | 726,367 |
(1)
|
Represents
interest on the Credit Facility computed at the weighted average LIBOR of
2.98% through maturity in August 2012 and interest on the 2017 Notes and
2018 Notes computed at fixed rates of 11.75% and 9.875% through maturity
in May 2017 and July 2018,
respectively.
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Cash
and cash equivalents
|
$ | 22,231 | $ | 28,668 | ||||
Credit
facility
|
$ | 1,100,000 | $ | 1,403,393 | ||||
Senior
notes due 2017, net
|
238,275 | ― | ||||||
Senior
notes due 2018, net
|
250,556 | 250,175 | ||||||
1,588,831 | 1,653,568 | |||||||
Total
unitholders’ capital
|
2,452,004 | 2,760,686 | ||||||
$ | 4,040,835 | $ | 4,414,254 |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
|
·
|
Net
operating cash flow from acquisitions and divestitures, effective date
through closing date;
|
|
·
|
Interest
expense;
|
|
·
|
Depreciation,
depletion and amortization;
|
|
·
|
Impairment
of goodwill and long-lived assets;
|
|
·
|
Write-off
of deferred financing fees and
other;
|
|
·
|
(Gain)
loss on sale of assets, net;
|
|
·
|
Unrealized
(gain) loss on commodity
derivatives;
|
|
·
|
Unrealized
(gain) loss on interest rate
derivatives;
|
|
·
|
Realized
(gain) loss on interest rate
derivatives;
|
|
·
|
Realized
(gain) loss on canceled
derivatives;
|
|
·
|
Unit-based
compensation expenses;
|
|
·
|
Exploration
costs; and
|
|
·
|
Income
tax (benefit) expense.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Income
(loss) from continuing operations
|
$ | (295,841 | ) | $ | 825,657 | $ | (356,194 | ) | ||||
Plus:
|
||||||||||||
Net
operating cash flow from acquisitions and divestitures, effective date
through closing date (1)
|
3,708 | 3,436 | 67,417 | |||||||||
Interest
expense, cash
|
74,185 | 81,704 | 35,974 | |||||||||
Interest
expense, noncash
|
18,516 | 12,813 | 3,000 | |||||||||
Depreciation,
depletion and amortization
|
201,782 | 194,093 | 69,081 | |||||||||
Impairment
of goodwill and long-lived assets
|
— | 50,505 | — | |||||||||
Write-off
of deferred financing fees and other
|
204 | 6,728 | 3,460 | |||||||||
(Gain)
loss on sale of assets, net
|
(23,051 | ) | (98,763 | ) | 1,767 | |||||||
Unrealized
(gain) loss on commodity derivatives
|
591,379 | (734,732 | ) | 388,733 | ||||||||
Reclassification
of derivative settlements (2)
|
— | — | (5,946 | ) | ||||||||
Unrealized
(gain) loss on interest rate derivatives
|
(16,588 | ) | 50,638 | 29,548 | ||||||||
Realized
(gain) loss on interest rate derivatives (3)
|
42,881 | 16,036 | (1,467 | ) | ||||||||
Realized
(gain) loss on canceled derivatives
|
(48,977 | ) | 81,358 | — | ||||||||
Unit-based
compensation expenses
|
15,089 | 14,699 | 13,518 | |||||||||
Exploration
costs
|
7,169 | 7,603 | 4,053 | |||||||||
Income
tax (benefit) expense
|
(4,221 | ) | 2,712 | 4,788 | ||||||||
Adjusted
EBITDA from continuing operations
|
$ | 566,235 | $ | 514,487 | $ | 257,732 |
(1)
|
Includes
net operating cash flow from acquisitions and
divestitures.
|
(2)
|
During
2008, the Company revised its classification of realized and unrealized
gains (losses) on natural gas derivative contracts in order to match
realized gains (losses) with the related production. Amounts
reported in adjusted EBITDA for all prior periods have been reclassified
to conform to current period presentation. This
reclassification had no effect on the Company’s reported net
income.
|
(3)
|
During
2009, the Company revised its definition of adjusted EBITDA to include
realized (gains) losses on interest rate derivatives in order to match the
related interest expense. Amounts reported in adjusted EBITDA
for all prior periods have been reclassified to conform to current period
presentation. This reclassification had no effect on the
Company’s reported net income.
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands, except per unit amounts)
|
||||||||||||
Income
(loss) from continuing operations
|
$ | (295,841 | ) | $ | 825,657 | $ | (356,194 | ) | ||||
Plus:
|
||||||||||||
Unrealized
(gain) loss on commodity derivatives
|
591,379 | (734,732 | ) | 388,733 | ||||||||
Reclassification
of derivative settlements
|
— | — | (5,946 | ) | ||||||||
Unrealized
(gain) loss on interest rate derivatives
|
(16,588 | ) | 50,638 | 29,548 | ||||||||
Realized
(gain) loss on canceled derivatives
|
(48,977 | ) | 81,358 | — | ||||||||
Impairment
of goodwill and long-lived assets
|
— | 50,505 | — | |||||||||
(Gain)
loss on sale of assets, net
|
(23,051 | ) | (98,763 | ) | 1,767 | |||||||
Adjusted
net income from continuing operations
|
$ | 206,922 | $ | 174,663 | $ | 57,908 | ||||||
Income
(loss) from continuing operations per unit – basic
|
$ | (2.48 | ) | $ | 7.18 | $ | (5.17 | ) | ||||
Plus,
per unit:
|
||||||||||||
Unrealized
(gain) loss on commodity derivatives
|
4.95 | (6.39 | ) | 5.64 | ||||||||
Reclassification
of derivative settlements
|
— | — | (0.09 | ) | ||||||||
Unrealized
(gain) loss on interest rate derivatives
|
(0.14 | ) | 0.44 | 0.43 | ||||||||
Realized
(gain) loss on canceled derivatives
|
(0.41 | ) | 0.71 | — | ||||||||
Impairment
of goodwill and long-lived assets
|
— | 0.44 | — | |||||||||
(Gain)
loss on sale of assets, net
|
(0.19 | ) | (0.86 | ) | 0.03 | |||||||
Adjusted
net income from continuing operations per unit – basic
|
$ | 1.73 | $ | 1.52 | $ | 0.84 |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations -
Continued
|
Page
|
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands,
except
unit amounts)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 22,231 | $ | 28,668 | ||||
Accounts
receivable – trade, net
|
109,311 | 138,983 | ||||||
Derivative
instruments
|
249,756 | 368,951 | ||||||
Other
current assets
|
28,162 | 27,329 | ||||||
Total
current assets
|
409,460 | 563,931 | ||||||
Noncurrent
assets:
|
||||||||
Oil
and natural gas properties (successful efforts method)
|
4,076,795 | 3,831,183 | ||||||
Less
accumulated depletion and amortization
|
(463,413 | ) | (278,805 | ) | ||||
3,613,382 | 3,552,378 | |||||||
Other
property and equipment
|
118,867 | 111,459 | ||||||
Less
accumulated depreciation
|
(23,583 | ) | (13,171 | ) | ||||
95,284 | 98,288 | |||||||
Derivative
instruments
|
145,457 | 493,705 | ||||||
Other
noncurrent assets
|
76,673 | 13,718 | ||||||
222,130 | 507,423 | |||||||
Total
noncurrent assets
|
3,930,796 | 4,158,089 | ||||||
Total
assets
|
$ | 4,340,256 | $ | 4,722,020 | ||||
LIABILITIES
AND UNITHOLDERS’ CAPITAL
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 124,358 | $ | 163,662 | ||||
Derivative
instruments
|
51,025 | 47,005 | ||||||
Other
accrued liabilities
|
33,922 | 27,163 | ||||||
Total
current liabilities
|
209,305 | 237,830 | ||||||
Noncurrent
liabilities:
|
||||||||
Credit
facility
|
1,100,000 | 1,403,393 | ||||||
Senior
notes, net
|
488,831 | 250,175 | ||||||
Derivative
instruments
|
53,923 | 39,350 | ||||||
Other
noncurrent liabilities
|
36,193 | 30,586 | ||||||
Total
noncurrent liabilities
|
1,678,947 | 1,723,504 | ||||||
Unitholders’
capital:
|
||||||||
129,940,617
units and 114,079,533 units issued and outstanding at December 31,
2009, and December 31, 2008, respectively
|
2,098,599 | 2,109,089 | ||||||
Accumulated
income
|
353,405 | 651,597 | ||||||
2,452,004 | 2,760,686 | |||||||
Total
liabilities and unitholders’ capital
|
$ | 4,340,256 | $ | 4,722,020 |
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands, except per unit amounts)
|
||||||||||||
Revenues
and other:
|
||||||||||||
Oil,
natural gas and natural gas liquid sales
|
$ | 408,219 | $ | 755,644 | $ | 255,927 | ||||||
Gain
(loss) on oil and natural gas derivatives
|
(141,374 | ) | 662,782 | (345,537 | ) | |||||||
Natural
gas marketing revenues
|
4,380 | 12,846 | 11,589 | |||||||||
Other
revenues
|
1,924 | 3,759 | 2,738 | |||||||||
273,149 | 1,435,031 | (75,283 | ) | |||||||||
Expenses:
|
||||||||||||
Lease
operating expenses
|
132,647 | 115,402 | 41,946 | |||||||||
Transportation
expenses
|
18,202 | 17,597 | 5,575 | |||||||||
Natural
gas marketing expenses
|
2,154 | 11,070 | 9,100 | |||||||||
General
and administrative expenses
|
86,134 | 77,391 | 51,374 | |||||||||
Exploration
costs
|
7,169 | 7,603 | 4,053 | |||||||||
Bad
debt expenses
|
401 | 1,436 | ― | |||||||||
Depreciation,
depletion and amortization
|
201,782 | 194,093 | 69,081 | |||||||||
Impairment
of goodwill and long-lived assets
|
― | 50,505 | ― | |||||||||
Taxes,
other than income taxes
|
27,605 | 61,435 | 22,350 | |||||||||
(Gain)
loss on sale of assets and other, net
|
(24,598 | ) | (98,763 | ) | 1,767 | |||||||
451,496 | 437,769 | 205,246 | ||||||||||
Other
income and (expenses):
|
||||||||||||
Interest
expense, net of amounts capitalized
|
(92,701 | ) | (94,517 | ) | (38,974 | ) | ||||||
Loss
on interest rate swaps
|
(26,353 | ) | (66,674 | ) | (28,081 | ) | ||||||
Other,
net
|
(2,661 | ) | (7,702 | ) | (3,822 | ) | ||||||
(121,715 | ) | (168,893 | ) | (70,877 | ) | |||||||
Income
(loss) from continuing operations before income taxes
|
(300,062 | ) | 828,369 | (351,406 | ) | |||||||
Income
tax benefit (expense)
|
4,221 | (2,712 | ) | (4,788 | ) | |||||||
Income
(loss) from continuing operations
|
(295,841 | ) | 825,657 | (356,194 | ) | |||||||
Discontinued
operations:
|
||||||||||||
Gain
(loss) on sale of assets, net of taxes
|
(158 | ) | 159,045 | 936 | ||||||||
Income
(loss) from discontinued operations, net of taxes
|
(2,193 | ) | 14,914 | (9,091 | ) | |||||||
(2,351 | ) | 173,959 | (8,155 | ) | ||||||||
Net
income (loss)
|
$ | (298,192 | ) | $ | 999,616 | $ | (364,349 | ) | ||||
Income
(loss) per unit – continuing operations:
|
||||||||||||
Basic
|
$ | (2.48 | ) | $ | 7.18 | $ | (5.17 | ) | ||||
Diluted
|
$ | (2.48 | ) | $ | 7.18 | $ | (5.17 | ) | ||||
Income
(loss) per unit – discontinued operations:
|
||||||||||||
Basic
|
$ | (0.02 | ) | $ | 1.52 | $ | (0.12 | ) | ||||
Diluted
|
$ | (0.02 | ) | $ | 1.52 | $ | (0.12 | ) | ||||
Net
income (loss) per unit:
|
||||||||||||
Basic
|
$ | (2.50 | ) | $ | 8.70 | $ | (5.29 | ) | ||||
Diluted
|
$ | (2.50 | ) | $ | 8.70 | $ | (5.29 | ) | ||||
Weighted
average units outstanding:
|
||||||||||||
Basic
|
119,307 | 114,140 | 68,916 | |||||||||
Diluted
|
119,307 | 114,158 | 68,916 | |||||||||
Distributions
declared per unit
|
$ | 2.52 | $ | 2.52 | $ | 2.18 |
Units
|
Unitholders’
Capital
|
Accumulated
Income
(Deficit)
|
Treasury
Units
(at
Cost)
|
Total
Unitholders’
Capital
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||||||
December
31, 2006
|
42,803 | $ | 434,624 | $ | 16,330 | $ | ― | $ | 450,954 | |||||||||||
Sale
of units, net of expenses of $34,334
|
69,874 | 2,085,666 | ― | ― | 2,085,666 | |||||||||||||||
Issuance
of units
|
1,366 | 2,811 | ― | ― | 2,811 | |||||||||||||||
Cancellation
of units
|
(227 | ) | (7,399 | ) | ― | 7,399 | ― | |||||||||||||
Purchase
of units
|
― | ― | (7,399 | ) | (7,399 | ) | ||||||||||||||
Distributions
to unitholders
|
(154,963 | ) | ― | ― | (154,963 | ) | ||||||||||||||
Unit-based
compensation expenses
|
13,921 | ― | ― | 13,921 | ||||||||||||||||
Net
loss
|
― | (364,349 | ) | ― | (364,349 | ) | ||||||||||||||
December
31, 2007
|
113,816 | 2,374,660 | (348,019 | ) | ― | 2,026,641 | ||||||||||||||
Issuance
of units
|
1,435 | 23,483 | ― | ― | 23,483 | |||||||||||||||
Cancellation
of units
|
(1,171 | ) | (14,998 | ) | ― | 14,998 | ― | |||||||||||||
Purchase
of units
|
― | ― | (14,998 | ) | (14,998 | ) | ||||||||||||||
Distributions
to unitholders
|
(289,915 | ) | ― | ― | (289,915 | ) | ||||||||||||||
Unit-based
compensation expenses
|
15,677 | ― | ― | 15,677 | ||||||||||||||||
Reclassification
of distributions paid on forfeited restricted units
|
182 | ― | ― | 182 | ||||||||||||||||
Net
income
|
― | 999,616 | ― | 999,616 | ||||||||||||||||
December 31,
2008
|
114,080 | 2,109,089 | 651,597 | ― | 2,760,686 | |||||||||||||||
Sale
of units, net of underwriting discounts and expenses of
$12,369
|
14,950 | 279,299 | ― | ― | 279,299 | |||||||||||||||
Issuance
of units
|
1,098 | 494 | ― | ― | 494 | |||||||||||||||
Cancellation
of units
|
(187 | ) | (2,696 | ) | ― | 2,696 | ― | |||||||||||||
Purchase
of units
|
― | ― | (2,696 | ) | (2,696 | ) | ||||||||||||||
Distributions
to unitholders
|
(303,316 | ) | ― | ― | (303,316 | ) | ||||||||||||||
Unit-based
compensation expenses
|
15,089 | ― | ― | 15,089 | ||||||||||||||||
Reclassification
of distributions paid on forfeited restricted units
|
63 | ― | ― | 63 | ||||||||||||||||
Excess
tax benefit from unit-based compensation
|
577 | ― | ― | 577 | ||||||||||||||||
Net
loss
|
― | (298,192 | ) | ― | (298,192 | ) | ||||||||||||||
December 31,
2009
|
129,941 | $ | 2,098,599 | $ | 353,405 | $ | ― | $ | 2,452,004 |
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Cash
flow from operating activities:
|
||||||||||||
Net
income (loss)
|
$ | (298,192 | ) | $ | 999,616 | $ | (364,349 | ) | ||||
Adjustments
to reconcile net income (loss) to net cash provided by
(used in) operating activities:
|
||||||||||||
Depreciation,
depletion and amortization
|
201,782 | 200,306 | 94,200 | |||||||||
Impairment
of goodwill and long-lived assets
|
― | 50,505 | 3,343 | |||||||||
Unit-based
compensation expenses
|
15,089 | 15,677 | 13,921 | |||||||||
Bad
debt expenses
|
401 | 1,436 | ― | |||||||||
Amortization
and write-off of deferred financing fees and other
|
21,824 | 17,024 | 5,746 | |||||||||
(Gain)
loss on sale of assets, net
|
(23,243 | ) | (257,808 | ) | 831 | |||||||
Deferred
income tax
|
(6,436 | ) | ― | 3,360 | ||||||||
Mark-to-market
on derivatives:
|
||||||||||||
Total
(gains) losses
|
167,727 | (596,108 | ) | 373,618 | ||||||||
Cash
settlements
|
362,936 | (20,901 | ) | 40,784 | ||||||||
Cash
settlements on canceled derivatives
|
48,977 | (81,358 | ) | ― | ||||||||
Premiums
paid for derivatives
|
(93,606 | ) | (129,520 | ) | (279,313 | ) | ||||||
Changes
in assets and liabilities:
|
||||||||||||
(Increase)
decrease in accounts receivable – trade, net
|
29,117 | 9,572 | (117,361 | ) | ||||||||
(Increase)
decrease in other assets
|
(3,051 | ) | (8,455 | ) | 3,286 | |||||||
Increase
(decrease) in accounts payable and accrued expenses
|
(4,675 | ) | (36,451 | ) | 161,844 | |||||||
Increase
in other liabilities
|
8,154 | 15,980 | 15,276 | |||||||||
Net
cash provided by (used in) operating activities
|
426,804 | 179,515 | (44,814 | ) | ||||||||
Cash
flow from investing activities:
|
||||||||||||
Acquisition
of oil and natural gas properties
|
(130,735 | ) | (593,412 | ) | (2,677,575 | ) | ||||||
Development
of oil and natural gas properties
|
(170,458 | ) | (330,615 | ) | (185,534 | ) | ||||||
Purchases
of other property and equipment
|
(7,784 | ) | (9,109 | ) | (33,849 | ) | ||||||
Proceeds
from sale of properties and equipment
|
26,704 | 897,586 | 4,538 | |||||||||
Net
cash used in investing activities
|
(282,273 | ) | (35,550 | ) | (2,892,420 | ) | ||||||
Cash
flow from financing activities:
|
||||||||||||
Proceeds
from sale of units
|
291,668 | ― | 2,120,000 | |||||||||
Purchase
of units
|
(2,696 | ) | (14,998 | ) | (7,399 | ) | ||||||
Proceeds
from borrowings
|
639,203 | 1,459,000 | 1,298,000 | |||||||||
Repayments
of debt
|
(704,893 | ) | (1,250,172 | ) | (283,108 | ) | ||||||
Distributions
to unitholders
|
(303,316 | ) | (289,915 | ) | (154,963 | ) | ||||||
Financing
fees, offering expenses and other, net
|
(70,934 | ) | (20,653 | ) | (40,450 | ) | ||||||
Net
cash provided by (used in) financing activities
|
(150,968 | ) | (116,738 | ) | 2,932,080 | |||||||
Net
increase (decrease) in cash and cash equivalents
|
(6,437 | ) | 27,227 | (5,154 | ) | |||||||
Cash
and cash equivalents:
|
||||||||||||
Beginning
|
28,668 | 1,441 | 6,595 | |||||||||
Ending
|
$ | 22,231 | $ | 28,668 | $ | 1,441 |
(1)
|
Basis
of Presentation and Significant Accounting
Policies
|
(2)
|
Acquisitions,
Divestitures and Discontinued
Operations
|
Assets:
|
||||
Current
and other assets
|
$ | 840 | ||
Oil
and natural gas properties
|
115,798 | |||
Total
assets acquired
|
$ | 116,638 | ||
Liabilities:
|
||||
Current
liabilities
|
$ | 1,568 | ||
Asset
retirement obligations
|
1,350 | |||
Total
liabilities assumed
|
$ | 2,918 | ||
Net
assets acquired
|
$ | 113,720 |
|
·
|
January 31,
2008, acquisition of certain oil and natural gas properties located
primarily in the Mid-Continent Shallow region, primarily in Oklahoma, from
Lamamco Drilling Company for approximately $542.2
million
|
|
·
|
August 31,
2007, acquisition of certain oil and natural gas properties in the
Mid-Continent Deep region, in Oklahoma, Kansas and the Texas Panhandle,
from Dominion Resources, Inc. for approximately
$2.11 billion
|
|
·
|
June 12,
2007, acquisition of certain oil and natural gas properties in the
Mid-Continent Shallow region, in the Texas Panhandle, for approximately
$89.7 million
|
|
·
|
February 1,
2007, acquisition of certain oil and natural gas properties in the
Mid-Continent Shallow region, in the Texas Panhandle, from Stallion Energy
LLC, acting as general partner for Cavallo Energy, LP, for approximately
$415.6 million
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Total
revenues and other
|
$ | (1,216 | ) | $ | 50,601 | $ | 67,110 | |||||
Total
operating expenses
|
(977 | ) | (23,677 | ) | (54,260 | ) | ||||||
Interest
expense
|
— | (13,401 | ) | (23,156 | ) | |||||||
Income
(loss) from discontinued operations
|
(2,193 | ) | 13,523 | (10,306 | ) | |||||||
Income
tax benefit
|
— | 1,391 | 1,215 | |||||||||
Income
(loss) from discontinued operations, net
of taxes
|
$ | (2,193 | ) | $ | 14,914 | $ | (9,091 | ) |
(3)
|
Unitholders’
Capital
|
(4)
|
Business
and Credit Concentrations
|
(5)
|
Unit-Based
Compensation and Other Benefit
Plans
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
General
and administrative expenses
|
$ | 14,743 | $ | 14,590 | $ | 12,118 | ||||||
Lease
operating expenses
|
346 | 109 | — | |||||||||
Income
(loss) from discontinued operations, net of taxes
|
― | 978 | 403 | |||||||||
Total
unit-based compensation expenses
|
$ | 15,089 | $ | 15,677 | $ | 12,521 | ||||||
Income
tax benefit
|
$ | 5,968 | $ | ― | $ | ― |
Number
of
Nonvested
Units
|
Weighted
Average
Grant-Date
Fair
Value
|
|||||||
Nonvested
units at December 31, 2008
|
835,004 | $ | 27.01 | |||||
Granted
|
1,115,255 | $ | 16.11 | |||||
Vested
|
(409,227 | ) | $ | 27.43 | ||||
Forfeited
|
(41,244 | ) | $ | 17.09 | ||||
Nonvested
units at December 31, 2009
|
1,499,788 | $ | 19.07 |
Number
of
Units
Underlying
Options
|
Weighted
Average
Exercise
Price
Per
Unit
|
Weighted
Average
Grant-Date
Fair
Value
|
Weighted
Average
Remaining
Contractual
Life
in Years
|
|||||||||||||
Outstanding
at December 31, 2008
|
1,590,438 | $ | 24.04 | $ | 3.76 | 8.23 | ||||||||||
Granted
|
382,405 | $ | 15.95 | $ | 0.55 | |||||||||||
Exercised
|
(25,000 | ) | $ | 19.74 | $ | 3.75 | ||||||||||
Outstanding
at December 31, 2009
|
1,947,843 | $ | 22.51 | $ | 3.13 | 7.43 | ||||||||||
Exercisable
at December 31, 2009
|
1,147,705 | $ | 24.44 | $ | 4.21 | 6.65 |
2009
|
2008 |
2007
|
|||||||||||||||||||||
Expected
volatility
|
30.59% | 30.59 | % | – | 34.57 | % | 30.40 | % | – | 35.58 | % | ||||||||||||
Expected
distributions
|
15.80 | % | – | 16.79 | % | 10.13 | % | – | 12.32 | % | 6.51 | % | – | 10.67 | % | ||||||||
Risk-free
rate
|
1.24 | % | – | 1.91 | % | 2.66 | % | – | 3.41 | % | 3.53 | % | – | 5.18 | % | ||||||||
Expected term | 5 years | 5 years | 5 years |
(6)
|
Debt
|
December 31,
2009
|
December 31,
2008
|
|||||||||||||||
Carrying
Value
|
Fair
Value (1)
|
Carrying
Value
|
Fair
Value (1)
|
|||||||||||||
(in
thousands)
|
||||||||||||||||
Credit
facility (2)
|
$ | 1,100,000 | $ | 1,100,000 | $ | 1,403,393 | $ | 1,403,393 | ||||||||
Senior
notes due 2017, net (3)
|
238,275 | 279,375 | ― | ― | ||||||||||||
Senior
notes due 2018, net (4)
|
250,556 | 270,803 | 250,175 | 147,268 | ||||||||||||
Less
current maturities
|
― | ― | ― | ― | ||||||||||||
$ | 1,588,831 | $ | 1,650,178 | $ | 1,653,568 | $ | 1,550,661 |
|
(1)
|
The
carrying value of the Credit Facility is estimated to be substantially the
same as its fair value. Fair values of the senior notes were
estimated based on prices quoted from third-party financial
institutions.
|
|
(2)
|
Variable
interest rate of 2.98% at December 31, 2009, and 2.47% at
December 31, 2008.
|
|
(3)
|
Fixed
interest rate of 11.75% and effective interest rate of
12.73%. Amount is net of unamortized discount of approximately
$11.7 million at December 31, 2009.
|
|
(4)
|
Fixed
interest rate of 9.875% and effective interest rate of
10.25%. Amount is net of unamortized discount of approximately
$5.4 million and $5.8 million at December 31, 2009, and
December 31, 2008,
respectively.
|
(7)
|
Derivatives
|
Year
2010
|
Year
2011
|
Year
2012
|
Year
2013
|
|||||||||||||
Natural
gas positions:
|
||||||||||||||||
Fixed
price swaps:
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
39,566 | 31,901 | — | — | ||||||||||||
Average
price ($/MMBtu)
|
$ | 8.90 | $ | 9.50 | $ | — | $ | — | ||||||||
Puts:
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
6,960 | 6,960 | — | — | ||||||||||||
Average
price ($/MMBtu)
|
$ | 8.50 | $ | 9.50 | $ | — | $ | — | ||||||||
PEPL
puts: (1)
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
10,634 | 13,259 | — | — | ||||||||||||
Average
price ($/MMBtu)
|
$ | 7.85 | $ | 8.50 | $ | — | $ | — | ||||||||
Total:
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
57,160 | 52,120 | — | — | ||||||||||||
Average
price ($/MMBtu)
|
$ | 8.66 | $ | 9.25 | $ | — | $ | — | ||||||||
Oil
positions:
|
||||||||||||||||
Fixed
price swaps: (2)
|
||||||||||||||||
Hedged
volume (MBbls)
|
2,150 | 2,073 | 732 | 730 | ||||||||||||
Average
price ($/Bbl)
|
$ | 90.00 | $ | 90.00 | $ | 100.00 | $ | 100.00 | ||||||||
Puts:
(3)
|
||||||||||||||||
Hedged
volume (MBbls)
|
2,250 | 2,352 | — | — | ||||||||||||
Average
price ($/Bbl)
|
$ | 110.00 | $ | 75.00 | $ | — | $ | — | ||||||||
Collars:
|
||||||||||||||||
Hedged
volume (MBbls)
|
250 | 276 | — | — | ||||||||||||
Average
floor price ($/Bbl)
|
$ | 90.00 | $ | 90.00 | $ | — | $ | — | ||||||||
Average
ceiling price ($/Bbl)
|
$ | 112.00 | $ | 112.25 | $ | — | $ | — | ||||||||
Total:
|
||||||||||||||||
Hedged
volume (MBbls)
|
4,650 | 4,701 | 732 | 730 | ||||||||||||
Average
price ($/Bbl)
|
$ | 99.68 | $ | 82.50 | $ | 100.00 | $ | 100.00 | ||||||||
Natural
gas basis differential positions:
|
||||||||||||||||
PEPL
basis swaps: (1)
|
||||||||||||||||
Hedged
volume (MMMBtu)
|
43,166 | 35,541 | 34,066 | 31,700 | ||||||||||||
Hedged
differential ($/MMBtu)
|
$ | (0.97 | ) | $ | (0.96 | ) | $ | (0.95 | ) | $ | (1.01 | ) |
|
(1)
|
Settle
on the Panhandle Eastern Pipeline (“PEPL”) spot price of natural gas to
hedge basis differential associated with natural gas production in the
Mid-Continent Deep and Mid-Continent Shallow
regions.
|
|
(2)
|
As
presented in the table above, the Company has outstanding fixed price oil
swaps on 2,000 Bbls per day at a price of $100.00 per Bbl for the years
ending December 31, 2012, and December 31, 2013. The
Company has derivative contracts that extend the swaps for each of the
years ending December 31, 2014, December 31, 2015, and
December 31, 2016, if the counterparties determine that the strike
prices are in-the-money on a designated date in each respective preceding
year. The extension for each year is exercisable without
respect to the other years.
|
|
(3)
|
The
Company utilizes oil puts to hedge revenues associated with its NGL
production.
|
Year
2010
|
Year
2011
|
Year
2012
|
Year
2013 (1)
|
|||||||||||||
(dollars
in thousands)
|
||||||||||||||||
Notional
amount
|
$ | 1,212,000 | $ | 1,212,000 | $ | 1,212,000 | $ | 1,212,000 | ||||||||
Fixed
rate
|
3.85 | % | 3.85 | % | 3.85 | % | 3.85 | % |
|
(1)
|
Actual
settlement term is through January 6,
2014.
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
Outstanding
notional amounts of natural gas contracts (MMMBtu)
|
109,280 | 196,756 | ||||||
Maximum
number of months natural gas contracts outstanding
|
24 | 48 | ||||||
Outstanding
notional amounts of oil contracts (MBbls)
|
10,813 | 21,229 | ||||||
Maximum
number of months oil contracts outstanding
|
48 | 72 | ||||||
Outstanding
notional amount of interest rate swaps (in thousands)
|
$ | 1,212,000 | $ | 1,212,000 | ||||
Maximum
number of months interest rate swaps outstanding
|
48 | 24 |
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Assets:
|
||||||||
Commodity
derivatives
|
$ | 549,879 | $ | 977,847 | ||||
Interest
rate swaps
|
2,603 | ― | ||||||
$ | 552,482 | $ | 977,847 | |||||
Liabilities:
|
||||||||
Commodity
derivatives
|
$ | 192,573 | $ | 119,124 | ||||
Interest
rate swaps
|
69,644 | 82,422 | ||||||
$ | 262,217 | $ | 201,546 |
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Realized
gains (losses):
|
||||||||||||
Commodity
derivatives
|
$ | 400,968 | $ | 9,408 | $ | 37,250 | ||||||
Interest
rate swaps
|
(42,881 | ) | (16,036 | ) | 1,467 | |||||||
Canceled
derivatives
|
48,977 | (81,358 | ) | ― | ||||||||
$ | 407,064 | $ | (87,986 | ) | $ | 38,717 | ||||||
Unrealized
gains (losses):
|
||||||||||||
Commodity
derivatives
|
$ | (591,379 | ) | $ | 734,732 | $ | (382,787 | ) | ||||
Interest
rate swaps
|
16,588 | (50,638 | ) | (29,548 | ) | |||||||
$ | (574,791 | ) | $ | 684,094 | $ | (412,335 | ) | |||||
Total
gains (losses):
|
||||||||||||
Commodity
derivatives
|
$ | (141,374 | ) | $ | 662,782 | $ | (345,537 | ) | ||||
Interest
rate swaps
|
(26,353 | ) | (66,674 | ) | (28,081 | ) | ||||||
$ | (167,727 | ) | $ | 596,108 | $ | (373,618 | ) |
(8)
|
Fair
Value Measurements on a Recurring
Basis
|
|
Level 1
|
Financial
assets and liabilities for which values are based on unadjusted quoted
prices for identical assets or liabilities in an active market that
management has the ability to
access.
|
|
Level 2
|
Financial
assets and liabilities for which values are based on quoted prices in
markets that are not active or model inputs that are observable either
directly or indirectly for substantially the full term of the asset or
liability (commodity derivatives and interest rate
swaps).
|
|
Level 3
|
Financial
assets and liabilities for which values are based on prices or valuation
techniques that require inputs that are both unobservable and significant
to the overall fair value measurement. These inputs reflect
management’s own assumptions about the assumptions a market participant
would use in pricing the asset or
liability.
|
Fair
Value Measurements on a Recurring Basis
December 31,
2009
|
||||||||||||
Level
2
|
Netting (1)
|
Total
|
||||||||||
(in
thousands)
|
||||||||||||
Assets:
|
||||||||||||
Commodity
derivatives
|
$ | 549,879 | $ | (154,666 | ) | $ | 395,213 | |||||
Interest
rate swaps
|
$ | 2,603 | $ | (2,603 | ) | $ | — | |||||
Liabilities:
|
||||||||||||
Commodity
derivatives
|
$ | 192,573 | $ | (154,666 | ) | $ | 37,907 | |||||
Interest
rate swaps
|
$ | 69,644 | $ | (2,603 | ) | $ | 67,041 |
|
(1)
|
Represents
counterparty netting under agreements governing such
derivatives.
|
(9)
|
Other
Property and Equipment
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Natural
gas compression plant and pipeline
|
$ | 88,765 | $ | 87,133 | ||||
Buildings
and leasehold improvements
|
9,213 | 7,734 | ||||||
Vehicles
|
7,005 | 5,840 | ||||||
Drilling
and other equipment
|
1,313 | 1,566 | ||||||
Furniture
and office equipment
|
11,929 | 8,338 | ||||||
Land
|
642 | 848 | ||||||
118,867 | 111,459 | |||||||
Less
accumulated depreciation
|
(23,583 | ) | (13,171 | ) | ||||
$ | 95,284 | $ | 98,288 |
(10)
|
Asset
Retirement Obligations
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Asset
retirement obligations at beginning of year
|
$ | 28,922 | $ | 29,073 | ||||
Liabilities
added from acquisitions
|
1,350 | 5,398 | ||||||
Liabilities
added from drilling
|
66 | 541 | ||||||
Liabilities
associated with assets sold
|
― | (8,020 | ) | |||||
Current
year accretion expense
|
2,324 | 1,967 | ||||||
Settlements
|
(577 | ) | (37 | ) | ||||
Revision
of estimates
|
1,050 | ― | ||||||
Asset
retirement obligations at end of year
|
$ | 33,135 | $ | 28,922 |
(11)
|
Commitments
and Contingencies
|
(12)
|
Earnings
Per Unit
|
Income
(Loss)
(Numerator)
|
Units
(Denominator)
|
Per
Unit
Amount
|
||||||||||
(in thousands) | ||||||||||||
Year
ended December 31, 2009:
|
||||||||||||
Loss
from continuing operations:
|
||||||||||||
Allocated
to units
|
$ | (295,841 | ) | |||||||||
Allocated
to unvested restricted units
|
— | |||||||||||
$ | (295,841 | ) | ||||||||||
Loss
per unit:
|
||||||||||||
Basic
loss per unit
|
119,307 | $ | (2.48 | ) | ||||||||
Dilutive
effect of unit equivalents
|
— | — | ||||||||||
Diluted
loss per unit
|
119,307 | $ | (2.48 | ) | ||||||||
Year
ended December 31, 2008:
|
||||||||||||
Income
from continuing operations:
|
||||||||||||
Allocated
to units
|
$ | 825,657 | ||||||||||
Allocated
to unvested restricted units
|
(5,610 | ) | ||||||||||
$ | 820,047 | |||||||||||
Income
per unit:
|
||||||||||||
Basic
income per unit
|
114,140 | $ | 7.18 | |||||||||
Dilutive
effect of unit equivalents
|
18 | — | ||||||||||
Diluted
income per unit
|
114,158 | $ | 7.18 | |||||||||
Year
ended December 31, 2007:
|
||||||||||||
Loss
from continuing operations:
|
||||||||||||
Allocated
to units
|
$ | (356,194 | ) | |||||||||
Allocated
to unvested restricted units
|
— | |||||||||||
$ | (356,194 | ) | ||||||||||
Loss
per unit:
|
||||||||||||
Basic
loss per unit
|
68,916 | $ | (5.17 | ) | ||||||||
Dilutive
effect of unit equivalents
|
— | — | ||||||||||
Diluted
loss per unit
|
68,916 | $ | (5.17 | ) |
(13)
|
Operating
Leases
|
2010
|
$ | 3,954 | ||
2011
|
4,084 | |||
2012
|
3,727 | |||
2013
|
3,251 | |||
2014
|
3,275 | |||
Thereafter
|
11,674 | |||
$ | 29,965 |
(14)
|
Income
Taxes
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Current
taxes:
|
||||||||||||
Federal
|
$ | (1,063 | ) | $ | (1,184 | ) | $ | (1,355 | ) | |||
State
|
(678 | ) | (1,528 | ) | (283 | ) | ||||||
Deferred
taxes:
|
||||||||||||
Federal
|
5,307 | — | (3,066 | ) | ||||||||
State
|
655 | — | (84 | ) | ||||||||
$ | 4,221 | $ | (2,712 | ) | $ | (4,788 | ) |
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Federal
statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
State,
net of federal tax benefit
|
— | 0.1 | (0.1 | ) | ||||||||
Income
or loss excluded from nontaxable entities
|
(34.3 | ) | (34.9 | ) | (35.3 | ) | ||||||
Nondeductible
compensation
|
— | — | (0.3 | ) | ||||||||
Other
items
|
0.7 | 0.1 | (0.7 | ) | ||||||||
Effective
rate
|
1.4 | % | 0.3 | % | (1.4 | )% |
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carryforwards
|
$ | 1,175 | $ | 2,767 | ||||
Unit-based
compensation
|
7,166 | 5,617 | ||||||
Other
|
1,924 | 897 | ||||||
Valuation
allowance
|
(1,223 | ) | (7,132 | ) | ||||
Total
deferred tax assets
|
9,042 | 2,149 | ||||||
Deferred
tax liabilities:
|
||||||||
Property
and equipment principally due to differences in
depreciation
|
(2,284 | ) | (2,149 | ) | ||||
Other
|
(322 | ) | — | |||||
Total
deferred tax liabilities
|
(2,606 | ) | (2,149 | ) | ||||
Net
deferred tax assets (liabilities)
|
$ | 6,436 | $ | — |
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Other
current assets – deferred tax assets
|
$ | 5,372 | $ | — | ||||
Deferred
tax assets
|
$ | 3,670 | $ | 2,149 | ||||
Deferred
tax liabilities
|
(2,606 | ) | (2,149 | ) | ||||
Other
noncurrent assets
|
$ | 1,064 | $ | — |
(15)
|
Related
Party Transactions
|
(16)
|
Supplemental
Disclosures to the Consolidated Balance Sheets and Consolidated Statements
of Cash Flows
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Accrued
compensation
|
$ | 14,378 | $ | 11,366 | ||||
Accrued
interest
|
18,332 | 14,232 | ||||||
Other
|
1,212 | 1,565 | ||||||
$ | 33,922 | $ | 27,163 |
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Cash
payments for interest, net of amounts capitalized
|
$ | 73,861 | $ | 94,958 | $ | 57,348 | ||||||
Cash
payments for income taxes
|
$ | 1,282 | $ | 452 | $ | ― | ||||||
Noncash
investing activities:
|
||||||||||||
In
connection with the acquisition of oil and natural gas properties,
liabilities were assumed as follows:
|
||||||||||||
Fair
value of assets acquired
|
$ | 117,717 | $ | 602,858 | $ | 2,710,417 | ||||||
Cash
paid
|
(115,285 | ) | (593,412 | ) | (2,649,965 | ) | ||||||
Receivable
from seller
|
636 | ― | ― | |||||||||
Liabilities
assumed
|
$ | 3,068 | $ | 9,446 | $ | 60,452 | ||||||
Noncash
financing activities:
|
||||||||||||
Units
issued in connection with the acquisition of oil and natural gas
properties
|
$ | ― | $ | 23,455 | $ | 2,600 |
(17)
|
Recently
Issued Pronouncements
|
(A)
|
Modernization
of Oil and Natural Gas Reporting
Requirements
|
|
·
|
commodity
prices – economic producibility of reserves estimated using the average
price during the 12-month period, determined as an unweighted average of
the first-day-of-the-month price for each month, unless prices are defined
by contractual arrangements, excluding escalations based upon future
conditions;
|
|
·
|
disclosure
of unproved reserves – probable and possible reserves may be disclosed
separately on a voluntary basis;
|
|
·
|
proved
undeveloped reserve guidelines – reserves may be classified as proved
undeveloped if there is a high degree of confidence that the quantities
will be recovered;
|
|
·
|
reserve
estimation using new technologies – reserves may be estimated through the
use of reliable technology in addition to flow tests and production
history; and
|
|
·
|
nontraditional
resources – the
definition of oil and natural gas producing activities were expanded and
focus on the marketable product rather than the method of
extraction.
|
(B)
|
Costs
Incurred in Oil and Natural Gas Property Acquisition, Exploration and
Development Activities
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Property
acquisition costs: (1)
|
||||||||||||
Proved
|
$ | 115,929 | $ | 595,795 | $ | 2,422,983 | ||||||
Unproved
|
947 | 4,111 | 148,284 | |||||||||
Exploration
costs
|
337 | — | — | |||||||||
Development
costs
|
140,892 | 332,557 | 189,466 | |||||||||
Total
costs incurred
|
$ | 258,105 | $ | 932,463 | $ | 2,760,733 | ||||||
Costs
incurred – continuing operations
|
$ | 258,105 | $ | 900,256 | $ | 2,674,439 | ||||||
Costs
incurred – discontinued operations
|
$ | — | $ | 32,207 | $ | 86,294 |
|
(1)
|
See
Note 2 for details about the Company’s
acquisitions.
|
(C)
|
Oil
and Natural Gas Capitalized Costs
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Proved
properties:
|
||||||||
Leasehold
acquisition
|
$ | 3,398,292 | $ | 3,278,155 | ||||
Development
|
600,436 | 460,730 | ||||||
Unproved
properties
|
78,067 | 92,298 | ||||||
4,076,795 | 3,831,183 | |||||||
Less
accumulated depletion and amortization
|
(463,413 | ) | (278,805 | ) | ||||
$ | 3,613,382 | $ | 3,552,378 |
(D)
|
Results
of Oil and Natural Gas Producing
Activities
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Revenues
and other:
|
||||||||||||
Oil,
natural gas and natural gas liquid sales
|
$ | 408,219 | $ | 755,644 | $ | 255,927 | ||||||
Gain
(loss) on oil and natural gas derivatives
|
(141,374 | ) | 662,782 | (345,537 | ) | |||||||
266,845 | 1,418,426 | (89,610 | ) | |||||||||
Production
costs:
|
||||||||||||
Lease
operating expenses
|
132,647 | 115,402 | 41,946 | |||||||||
Transportation
expenses
|
18,202 | 17,597 | 5,575 | |||||||||
Production
and ad valorem taxes
|
28,687 | 59,598 | 20,295 | |||||||||
179,536 | 192,597 | 67,816 | ||||||||||
Other
costs:
|
||||||||||||
Exploration
costs
|
7,169 | 7,603 | 4,053 | |||||||||
Depletion
and amortization
|
191,314 | 185,857 | 64,857 | |||||||||
Impairment
of goodwill and long-lived assets
|
― | 50,505 | ― | |||||||||
Texas
margin tax expense
|
490 | 920 | ― | |||||||||
(Gain)
loss on sale of assets and other, net
|
(25,710 | ) | (99,050 | ) | ― | |||||||
173,263 | 145,835 | 68,910 | ||||||||||
Results
of continuing operations
|
$ | (85,954 | ) | $ | 1,079,994 | $ | (226,336 | ) | ||||
Results
of discontinued operations
|
$ | (238 | ) | $ | 190,915 | $ | 19,111 |
(E)
|
Proved
Oil, Natural Gas and NGL Reserves
|
Year
Ended December 31, 2009
|
||||||||||||||||
Natural
Gas
(MMcf)
|
Oil
(MBbls)
|
NGL
(MBbls)
|
Total
(MMcfe)
|
|||||||||||||
Proved
developed and undeveloped reserves:
|
||||||||||||||||
Beginning
of year
|
851,232 | 84,144 | 50,722 | 1,660,428 | ||||||||||||
Revisions
of previous estimates
|
(69,347 | ) | 10,868 | 3,904 | 19,280 | |||||||||||
Purchase
of minerals in place
|
6,825 | 8,757 | 386 | 61,684 | ||||||||||||
Extensions,
discoveries and other additions
|
31,479 | 1,648 | 1,508 | 50,416 | ||||||||||||
Production
|
(45,710 | ) | (3,287 | ) | (2,358 | ) | (79,580 | ) | ||||||||
End
of year
|
774,479 | 102,130 | 54,162 | 1,712,228 | ||||||||||||
Proved
developed reserves:
|
||||||||||||||||
Beginning
of year
|
585,071 | 61,884 | 29,600 | 1,133,976 | ||||||||||||
End
of year
|
549,218 | 77,878 | 33,898 | 1,219,876 | ||||||||||||
Proved
undeveloped reserves:
|
||||||||||||||||
Beginning
of year
|
266,161 | 22,260 | 21,122 | 526,452 | ||||||||||||
End
of year
|
225,261 | 24,252 | 20,264 | 492,352 |
Year
Ended December 31, 2008
|
||||||||||||||||||||||||
Natural
Gas
(MMcf)
|
Oil
(MBbls)
|
NGL
(MBbls)
|
Total
Continuing
Operations
(MMcfe)
|
Total
Discontinued
Operations
(MMcfe)
|
Total
(MMcfe)
|
|||||||||||||||||||
Proved
developed and undeveloped reserves:
|
||||||||||||||||||||||||
Beginning
of year
|
833,390 | 54,469 | 43,124 | 1,418,947 | 197,160 | 1,616,107 | ||||||||||||||||||
Revisions
of previous estimates
|
(122,138 | ) | (16,223 | ) | (1,427 | ) | (228,036 | ) | — | (228,036 | ) | |||||||||||||
Purchase
of minerals in place
|
72,817 | 46,099 | 3,121 | 368,136 | 5,340 | 373,476 | ||||||||||||||||||
Sales
of minerals in place
|
(47,467 | ) | (270 | ) | (11 | ) | (49,154 | ) | (199,711 | ) | (248,865 | ) | ||||||||||||
Extensions,
discoveries and other additions
|
159,836 | 3,207 | 8,167 | 228,083 | 1,757 | 229,840 | ||||||||||||||||||
Production
|
(45,206 | ) | (3,138 | ) | (2,252 | ) | (77,548 | ) | (4,546 | ) | (82,094 | ) | ||||||||||||
End
of year
|
851,232 | 84,144 | 50,722 | 1,660,428 | — | 1,660,428 | ||||||||||||||||||
Proved
developed reserves:
|
||||||||||||||||||||||||
Beginning
of year
|
616,109 | 42,509 | 25,546 | 1,024,440 | 147,702 | 1,172,142 | ||||||||||||||||||
End
of year
|
585,071 | 61,884 | 29,600 | 1,133,976 | — | 1,133,976 | ||||||||||||||||||
Proved
undeveloped reserves:
|
||||||||||||||||||||||||
Beginning
of year
|
217,281 | 11,960 | 17,578 | 394,507 | 49,458 | 443,965 | ||||||||||||||||||
End
of year
|
266,161 | 22,260 | 21,122 | 526,452 | — | 526,452 |
Year
Ended December 31, 2007
|
||||||||||||||||||||||||
Natural
Gas
(MMcf)
|
Oil
(MBbls)
|
NGL
(MBbls)
|
Total
Continuing
Operations
(MMcfe)
|
Total
Discontinued
Operations
(MMcfe)
|
Total
(MMcfe)
|
|||||||||||||||||||
Proved
developed and undeveloped reserves:
|
||||||||||||||||||||||||
Beginning
of year
|
77,275 | 29,639 | — | 255,109 | 198,957 | 454,066 | ||||||||||||||||||
Revisions
of previous estimates
|
(7,375 | ) | 6,555 | 162 | 32,923 | (18,392 | ) | 14,531 | ||||||||||||||||
Purchase
of minerals in place
|
714,026 | 17,823 | 41,741 | 1,071,409 | 23,558 | 1,094,967 | ||||||||||||||||||
Sales
of minerals in place
|
— | — | — | — | (1,511 | ) | (1,511 | ) | ||||||||||||||||
Extensions,
discoveries and other additions
|
67,994 | 1,694 | 2,213 | 91,437 | 3,196 | 94,633 | ||||||||||||||||||
Production
|
(18,530 | ) | (1,242 | ) | (992 | ) | (31,931 | ) | (8,648 | ) | (40,579 | ) | ||||||||||||
End
of year
|
833,390 | 54,469 | 43,124 | 1,418,947 | 197,160 | 1,616,107 | ||||||||||||||||||
Proved
developed reserves:
|
||||||||||||||||||||||||
Beginning
of year
|
49,383 | 24,304 | — | 195,206 | 118,851 | 314,057 | ||||||||||||||||||
End
of year
|
616,109 | 42,509 | 25,546 | 1,024,440 | 147,702 | 1,172,142 | ||||||||||||||||||
Proved
undeveloped reserves:
|
||||||||||||||||||||||||
Beginning
of year
|
27,892 | 5,335 | — | 59,903 | 80,106 | 140,009 | ||||||||||||||||||
End
of year
|
217,281 | 11,960 | 17,578 | 394,507 | 49,458 | 443,965 |
(F)
|
Standardized
Measure of Discounted Future Net Cash Flows and Changes Therein Relating
to Proved Reserves
|
December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Future
estimated revenues
|
$ | 10,093,876 | $ | 8,261,234 | $ | 12,565,382 | ||||||
Future
estimated production costs
|
(4,200,091 | ) | (3,410,684 | ) | (3,052,847 | ) | ||||||
Future
estimated development costs
|
(816,577 | ) | (896,625 | ) | (582,890 | ) | ||||||
Future
net cash flows
|
5,077,208 | 3,953,925 | 8,929,645 | |||||||||
10%
annual discount for estimated timing of cash flows
|
(3,353,926 | ) | (2,529,558 | ) | (5,754,798 | ) | ||||||
Standardized
measure of discounted future net cash flows – continuing
operations
|
$ | 1,723,282 | $ | 1,424,367 | $ | 3,174,847 | ||||||
Standardized
measure of discounted future net cash flows – discontinued
operations
|
$ | — | $ | — | $ | 283,392 | ||||||
Representative
NYMEX prices: (1)
|
||||||||||||
Natural
gas (MMBtu)
|
$ | 3.87 | $ | 5.71 | $ | 6.80 | ||||||
Oil
(Bbl)
|
$ | 61.05 | $ | 39.22 | $ | 95.92 |
|
(1)
|
In
accordance with SEC regulations, reserves at December 31, 2009, were
estimated using the average price during the 12-month period, determined
as an unweighted average of the first-day-of-the-month price for each
month, unless prices are defined by contractual arrangements, excluding
escalations based upon future conditions. In accordance with
SEC regulations, reserves for all prior years were estimated using
year-end prices.
|
Year
Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(in
thousands)
|
||||||||||||
Sales
and transfers of oil, natural gas and NGL produced during the
period
|
$ | (228,683 | ) | $ | (563,047 | ) | $ | (188,111 | ) | |||
Changes
in estimated future development costs
|
54,141 | 32,006 | 6,271 | |||||||||
Net
change in sales and transfer prices and production costs related to future
production
|
254,036 | (2,837,262 | ) | 81,654 | ||||||||
Purchase
of minerals in place
|
128,779 | 1,066,615 | 2,438,178 | |||||||||
Sale
of minerals in place
|
― | (102,437 | ) | ― | ||||||||
Extensions,
discoveries, and improved recovery
|
25,888 | 383,017 | 172,989 | |||||||||
Previously
estimated development costs incurred during the period
|
52,699 | 76,150 | 69,221 | |||||||||
Net
change due to revisions in quantity estimates
|
23,672 | (69,044 | ) | 56,154 | ||||||||
Accretion
of discount
|
142,437 | 317,485 | 29,876 | |||||||||
Changes
in production rates and other
|
(154,054 | ) | (53,963 | ) | 209,855 | |||||||
Change
– continuing operations
|
$ | 298,915 | $ | (1,750,480 | ) | $ | 2,876,087 | |||||
Change
– discontinued operations
|
$ | ― | $ | (283,392 | ) | $ | 29,892 |
(A)
|
Quarterly
Financial Data
|
Quarters
Ended
|
||||||||||||||||
March
31
|
June
30
|
September
30
|
December 31
|
|||||||||||||
(in
thousands, except per unit amounts)
|
||||||||||||||||
2009:
|
||||||||||||||||
Oil,
natural gas and natural gas liquid sales
|
$ | 79,864 | $ | 91,906 | $ | 102,989 | $ | 133,460 | ||||||||
Gain
(loss) on oil and natural gas derivatives
|
$ | 161,315 | $ | (232,775 | ) | $ | (14,065 | ) | $ | (55,849 | ) | |||||
Total
revenues and other
|
$ | 242,661 | $ | (139,045 | ) | $ | 90,425 | $ | 79,108 | |||||||
Total
expenses (1)
|
$ | 121,576 | $ | 117,295 | $ | 116,339 | $ | 120,884 | ||||||||
(Gain)
loss on sale of assets and other, net
|
$ | (26,711 | ) | $ | (5 | ) | $ | 1,999 | $ | 119 | ||||||
Income
(loss) from continuing operations
|
$ | 121,287 | $ | (268,701 | ) | $ | (82,462 | ) | $ | (65,965 | ) | |||||
Income
(loss) from discontinued operations, net of taxes (2)
|
$ | (1,886 | ) | $ | 229 | $ | (1,247 | ) | $ | 553 | ||||||
Net
income (loss)
|
$ | 119,401 | $ | (268,472 | ) | $ | (83,709 | ) | $ | (65,412 | ) | |||||
Income
(loss) per unit – continuing operations:
|
||||||||||||||||
Basic
|
$ | 1.06 | $ | (2.31 | ) | $ | (0.69 | ) | $ | (0.52 | ) | |||||
Diluted
|
$ | 1.06 | $ | (2.31 | ) | $ | (0.69 | ) | $ | (0.52 | ) | |||||
Income
(loss) per unit – discontinued operations:
|
||||||||||||||||
Basic
|
$ | (0.02 | ) | $ | 0.01 | $ | (0.01 | ) | $ | 0.01 | ||||||
Diluted
|
$ | (0.02 | ) | $ | 0.01 | $ | (0.01 | ) | $ | 0.01 | ||||||
Net
income (loss) per unit:
|
||||||||||||||||
Basic
|
$ | 1.04 | $ | (2.30 | ) | $ | (0.70 | ) | $ | (0.51 | ) | |||||
Diluted
|
$ | 1.04 | $ | (2.30 | ) | $ | (0.70 | ) | $ | (0.51 | ) |
|
(1)
|
Includes
the following expenses: lease operating, transportation, natural gas
marketing, general and administrative, exploration, bad debt,
depreciation, depletion and amortization, and taxes, other than income
taxes.
|
|
(2)
|
Includes
discontinued operations’ gain (loss) on sale of assets, net of
taxes.
|
Quarters
Ended
|
||||||||||||||||
March
31
|
June
30
|
September
30
|
December 31
|
|||||||||||||
(in
thousands, except per unit amounts)
|
||||||||||||||||
2008:
|
||||||||||||||||
Oil,
natural gas and natural gas liquid sales (1)
|
$ | 175,872 | $ | 255,586 | $ | 240,634 | $ | 83,552 | ||||||||
Gain
(loss) on oil and natural gas derivatives
|
$ | (268,794 | ) | $ | (870,804 | ) | $ | 845,818 | $ | 956,562 | ||||||
Total
revenues and other
|
$ | (89,627 | ) | $ | (610,983 | ) | $ | 1,091,660 | $ | 1,043,981 | ||||||
Total
expenses (2)
|
$ | 104,274 | $ | 118,521 | $ | 132,889 | $ | 180,848 | ||||||||
(Gain)
loss on sale of assets and other, net
|
$ | ― | $ | ― | $ | ― | $ | (98,763 | ) | |||||||
Income
(loss) from continuing operations
|
$ | (258,959 | ) | $ | (725,381 | ) | $ | 921,943 | $ | 888,054 | ||||||
Income
(loss) from discontinued operations, net of taxes (3)
|
$ | (400 | ) | $ | 13,239 | $ | 160,668 | $ | 452 | |||||||
Net
income (loss)
|
$ | (259,359 | ) | $ | (712,142 | ) | $ | 1,082,611 | $ | 888,506 | ||||||
Income
(loss) per unit – continuing operations: (4)
|
||||||||||||||||
Basic
|
$ | (2.28 | ) | $ | (6.35 | ) | $ | 8.01 | $ | 7.72 | ||||||
Diluted
|
$ | (2.28 | ) | $ | (6.35 | ) | $ | 8.01 | $ | 7.72 | ||||||
Income
per unit – discontinued operations: (4)
|
||||||||||||||||
Basic
|
$ | ― | $ | 0.12 | $ | 1.39 | $ | ― | ||||||||
Diluted
|
$ | ― | $ | 0.12 | $ | 1.39 | $ | ― | ||||||||
Net
income (loss) per unit: (4)
|
||||||||||||||||
Basic
|
$ | (2.28 | ) | $ | (6.23 | ) | $ | 9.40 | $ | 7.72 | ||||||
Diluted
|
$ | (2.28 | ) | $ | (6.23 | ) | $ | 9.40 | $ | 7.72 |
|
(1)
|
Oil,
natural gas and natural gas liquid sales decreased during the quarter
ended December 31, 2008, primarily due to lower commodity
prices. In addition, nonoperated accrual estimate revisions
associated with prior quarters of approximately $14.1 million contributed
to the decrease.
|
|
(2)
|
Includes
the following expenses: lease operating, transportation, natural gas
marketing, general and administrative, exploration, bad debt,
depreciation, depletion and amortization, impairment of goodwill and
long-lived assets, and taxes, other than income
taxes.
|
|
(3)
|
Includes
discontinued operations’ gain (loss) on sale of assets, net of
taxes.
|
|
(4)
|
Effective
January 1, 2009, the Company adopted an accounting standard requiring
unvested restricted units to be included in the computation of earnings
per unit under the two-class method. The adoption required
retrospective adjustment of all prior period earnings per unit
data. The impact of the adoption was a reduction to income from
continuing operations per unit – diluted and net income per
unit – diluted, of $0.04 per unit and $0.06 per unit, respectively,
for the quarter ended September 30, 2008, and $0.04 for the quarter
ended December 31, 2008. There was no impact for the
quarters ended March 31, 2008, or June 30,
2008.
|
Plan
Category
|
Number
of Securities to be
Issued
Upon Exercise of
Outstanding
Unit Options,
Warrants
and Rights
|
Weighted
Average Exercise
Price
of Outstanding Unit
Options,
Warrants
and
Rights
|
Number
of Securities
Remaining
Available for
Future
Issuance Under
Equity
Compensation
Plan
(Excluding
Securities
Reflected
in Column (a))
|
|||||||||||||
(a)
|
(b)
|
(c) | ||||||||||||||
Equity
compensation plans approved by security holders
|
1,947,843
|
$ |
22.51
|
6,822,795
|
||||||||||||
Equity
compensation plans not approved by security holders
|
—
|
—
|
—
|
|
||||||||||||
1,947,843
|
$ |
22.51
|
6,822,795 |
|
LINN
ENERGY, LLC
|
|||
Date: February 25,
2010
|
By:
|
/s/
Mark E. Ellis
|
|
Mark
E. Ellis
|
|||
President
and Chief Executive Officer
|
|||
Date: February 25,
2010
|
By:
|
/s/
David B. Rottino
|
|
David
B. Rottino
|
|||
Senior
Vice President and
Chief
Accounting Officer
|
Signature
|
Title
|
Date
|
||||||||
/s/
Michael C. Linn
|
Executive
Chairman
|
February
25, 2010
|
||||||||
Michael
C. Linn
|
||||||||||
/s/
Mark E. Ellis
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
February
25, 2010
|
||||||||
Mark
E. Ellis
|
||||||||||
/s/
Kolja Rockov
|
Executive
Vice President and
Chief
Financial Officer
(Principal
Financial Officer)
|
February 25,
2010
|
||||||||
Kolja
Rockov
|
||||||||||
/s/
David B. Rottino
|
Senior
Vice President and
Chief
Accounting Officer
(Principal
Accounting Officer)
|
February 25,
2010
|
||||||||
David
B. Rottino
|
||||||||||
/s/
George A. Alcorn
|
Independent
Director
|
February 25,
2010
|
||||||||
George
A. Alcorn
|
||||||||||
/s/
Terrence S. Jacobs
|
Independent
Director
|
February 25,
2010
|
||||||||
Terrence
S. Jacobs
|
||||||||||
/s/
Joseph P. McCoy
|
Independent
Director
|
February 25,
2010
|
||||||||
Joseph
P. McCoy
|
||||||||||
/s/ Jeffrey
C. Swoveland
|
Independent
Director
|
February 25,
2010
|
||||||||
Jeffrey
C. Swoveland
|
Exhibit
Number
|
Description
|
|||
2
|
.1†*
|
—
|
Asset
Purchase and Sale Agreement, dated November 25, 2009, between Linn
Energy Holdings, LLC and Merit Management Partners I, L.P., Merit
Management Partners II, L.P., Merit Management Partners III, L.P., Merit
Energy Partners III, L.P., Merit Energy Partners D-III, L.P., Merit Energy
Partners E-III, L.P. and Merit Energy Partners F-III,
L.P.
|
|
3
|
.1
|
—
|
Certificate
of Formation of Linn Energy Holdings, LLC (now Linn Energy, LLC)
(incorporated herein by reference to Exhibit 3.1 to Registration
Statement on Form S-1 (File No. 333-125501) filed by Linn
Energy, LLC on June 3, 2005)
|
|
3
|
.2
|
—
|
Certificate
of Amendment to Certificate of Formation of Linn Energy Holdings, LLC (now
Linn Energy, LLC) (incorporated herein by reference to Exhibit 3.2 to
Registration Statement on Form S-1 (File No. 333-125501) filed
by Linn Energy, LLC on June 3, 2005)
|
|
3
|
.3
|
—
|
Second
Amended and Restated Limited Liability Company Agreement of Linn Energy,
LLC dated January 19, 2006, (incorporated herein by reference to
Exhibit 3.3 to Annual Report on Form 10-K for the year ended
December 31, 2006, filed on March 30, 2007)
|
|
3
|
.4
|
—
|
Amendment
No. 1 to Second Amended and Restated Limited Liability Company
Agreement of Linn Energy, LLC dated October 24, 2006, (incorporated
herein by reference to Exhibit 3.4 to Annual Report on Form 10-K
for the year ended December 31, 2006, filed on March 30,
2007)
|
|
3
|
.5
|
—
|
Amendment
No. 2 to Second Amended and Restated Limited Liability Company
Agreement of Linn Energy, LLC dated February 1, 2007, (incorporated
herein by reference to Exhibit 3.5 to Annual Report on Form 10-K
for the year ended December 31, 2006, filed on March 30,
2007)
|
|
3
|
.6
|
—
|
Amendment
No. 3 to Second Amended and Restated Limited Liability Company
Agreement of Linn Energy, LLC dated August 31, 2007, (incorporated
herein by reference to Exhibit 4.1 to Current Report on
Form 8-K, filed on September 5, 2007)
|
|
4
|
.1
|
—
|
Form
of specimen unit certificate for the units of Linn Energy, LLC
(incorporated herein by reference to Exhibit 4.1 to Annual Report on
Form 10-K for the year ended December 31, 2005, filed on
May 31, 2006)
|
|
4
|
.2
|
—
|
Indenture,
dated as of June 27, 2008, among Linn Energy, LLC, Linn Energy
Finance Corp., the Subsidiary Guarantors named therein and U.S. Bank
National Association, as Trustee (incorporated herein by reference to
Exhibit 4.1 to Current Report on Form 8-K filed on June 30,
2008)
|
|
4
|
.3
|
—
|
Indenture,
dated May 18, 2009, among Linn Energy, LLC, Linn Energy Finance
Corp., the Subsidiary Guarantors named therein and U. S. Bank National
Association, as trustee (incorporated herein by reference to
Exhibit 4.1 to Current Report on Form 8-K filed on May 18,
2009)
|
|
4
|
.4
|
—
|
Registration
Rights Agreement, dated May 18, 2009, among Linn Energy, LLC, Linn
Energy Finance Corp., the Subsidiary Guarantors named therein and the
representatives of the Initial Purchasers named therein (incorporated
herein by reference to Exhibit 4.2 to Current Report on Form 8-K
filed on May 18, 2009)
|
|
10
|
.1**
|
—
|
Linn
Energy, LLC Amended and Restated Long-Term Incentive Plan (incorporated
herein by reference to Annex A to the Proxy Statement for 2008 Annual
Meeting, filed on April 21, 2008)
|
|
10
|
.2**
|
—
|
Amendment
No. 1 to Linn Energy, LLC Amended and Restated Long-Term Incentive
Plan, dated February 4, 2009, (incorporated herein by reference to
Exhibit 10.2 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
|
10
|
.3**
|
—
|
Form
of Executive Unit Option Agreement pursuant to the Linn Energy, LLC
Amended and Restated Long-Term Incentive Plan, as amended (incorporated
herein by reference to Exhibit 10.3 to Annual Report on
Form 10-K for the year ended December 31, 2008, filed on
February 26, 2009)
|
|
10
|
.4**
|
—
|
Form
of Executive Restricted Unit Agreement pursuant to the Linn Energy, LLC
Amended and Restated Long-Term Incentive Plan, as amended (incorporated
herein by reference to Exhibit 10.4 to Annual Report on
Form 10-K for the year ended December 31, 2008, filed on
February 26, 2009)
|
Exhibit
Number
|
Description
|
||
10
|
.5**
|
—
|
Form
of Phantom Unit Grant Agreement for Independent Directors pursuant to the
Linn Energy, LLC Amended and Restated Long-Term Incentive Plan, as amended
(incorporated herein by reference to Exhibit 10.1 to Current Report
on Form 8-K filed on August 9, 2006)
|
10
|
.6**
|
—
|
Form
of Director Restricted Unit Grant Agreement pursuant to the Linn Energy,
LLC Amended and Restated Long-Term Incentive Plan, as amended
(incorporated herein by reference to Exhibit 10.6 to Annual Report on
Form 10-K for the year ended December 31, 2008, filed on
February 26, 2009)
|
10
|
.7**
|
—
|
Third
Amended and Restated Employment Agreement, dated effective as of
December 17, 2008, between Linn Operating, Inc. and Michael C.
Linn (incorporated herein by reference to Exhibit 10.7 to Annual
Report on Form 10-K for the year ended December 31, 2008, filed
on February 26, 2009)
|
10
|
.8**
|
—
|
Third
Amended and Restated Employment Agreement, dated effective as of
December 17, 2008, between Linn Operating, Inc. and Kolja Rockov
(incorporated herein by reference to Exhibit 10.8 to Annual Report on
Form 10-K for the year ended December 31, 2008, filed on
February 26, 2009)
|
10
|
.9**
|
—
|
Amended
and Restated Employment Agreement, dated effective as of December 17,
2008, between Linn Operating, Inc. and Mark E. Ellis (incorporated
herein by reference to Exhibit 10.9 to Annual Report on
Form 10-K for the year ended December 31, 2008, filed on
February 26, 2009)
|
10
|
.10**
|
—
|
Amended
and Restated Employment Agreement, dated effective December 17, 2008,
between Linn Operating, Inc. and Charlene A. Ripley (incorporated
herein by reference to Exhibit 10.10 to Annual Report on
Form 10-K for the year ended December 31, 2008, filed on
February 26, 2009)
|
10
|
.11**
|
—
|
Amended
and Restated Employment Agreement, dated effective December 17, 2008,
between Linn Operating, Inc. and Arden L. Walker, Jr. (incorporated
herein by reference to Exhibit 10.11 to Annual Report on
Form 10-K for the year ended December 31, 2008, filed on
February 26, 2009)
|
10
|
.12**
|
—
|
Second
Amended and Restated Employment Agreement, dated December 17, 2008,
between Linn Operating, Inc. and David B. Rottino (incorporated
herein by reference to Exhibit 10.12 to Annual Report on
Form 10-K for the year ended December 31, 2008, filed on
February 26, 2009)
|
10
|
.13**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
George A. Alcorn (incorporated herein by reference to
Exhibit 10.15 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
10
|
.14**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
Joseph P. McCoy (incorporated herein by reference to
Exhibit 10.16 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
10
|
.15**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
Terrence S. Jacobs (incorporated herein by reference to
Exhibit 10.17 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
10
|
.16**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
Jeffrey C. Swoveland (incorporated herein by reference to
Exhibit 10.18 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
10
|
.17**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
Michael C. Linn (incorporated herein by reference to
Exhibit 10.19 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
10
|
.18**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
Mark E. Ellis (incorporated herein by reference to Exhibit 10.20
to Annual Report on Form 10-K for the year ended December 31,
2008, filed on February 26, 2009)
|
10
|
.19**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
Kolja Rockov (incorporated herein by reference to Exhibit 10.21 to
Annual Report on Form 10-K for the year ended December 31, 2008,
filed on February 26, 2009)
|
10
|
.20**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
Charlene A. Ripley (incorporated herein by reference to
Exhibit 10.22 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
Exhibit
Number
|
Description
|
||
10
|
.21**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
David B. Rottino (incorporated herein by reference to
Exhibit 10.23 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
10
|
.22**
|
—
|
Indemnity
Agreement, dated as of February 4, 2009, between Linn Energy, LLC and
Arden L. Walker, Jr. (incorporated herein by reference to
Exhibit 10.24 to Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 26,
2009)
|
10
|
.23**
|
—
|
Separation
Agreement, dated effective May 8, 2008, between Linn Operating, Inc.
and Thomas A. Lopus (incorporated herein by reference to
Exhibit 10.4 to Quarterly Report on Form 10-Q filed on
August 7, 2008)
|
10
|
.24
|
—
|
Fourth
Amended and Restated Credit Agreement dated as of April 28, 2009,
among Linn Energy, LLC as Borrower, BNP Paribas, as Administrative Agent,
and the Lenders and agents Party thereto (incorporated herein by reference
to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on
May 7, 2009)
|
10
|
.25
|
—
|
First
Amendment, dated May 15, 2009, to Fourth Amended and Restated Credit
Agreement among Linn Energy, LLC as Borrower, BNP Paribas, as
Administrative Agent, and the Lenders and agents Party thereto
(incorporated herein by reference to Exhibit 10.1 to Quarterly Report
on Form 10-Q filed on August 6, 2009)
|
10
|
.26
|
—
|
Fourth
Amended and Restated Guaranty and Pledge Agreement, dated as of
April 28, 2009, made by Linn Energy, LLC and each of the other
Obligors in favor of BNP Paribas, as Administrative Agent (incorporated
herein by reference to Exhibit 10.2 to Quarterly Report on
Form 10-Q filed on May 7, 2009)
|
10
|
.27
|
—
|
Linn
Energy, LLC Change of Control Protection Plan, dated as of April 25,
2009, (incorporated herein by reference to Exhibit 10.3 to Quarterly
Report on Form 10-Q filed on May 7, 2009)
|
10
|
.28†**
|
—
|
Amendment
No. 1, dated effective as of January 1, 2010, to Third Amended
and Restated Employment Agreement, dated effective as of December 17,
2008, between Linn Operating, Inc. and Michael C.
Linn
|
10
|
.29†**
|
—
|
Amendment
No. 1, dated effective as of January 1, 2010, to Amended and
Restated Employment Agreement, dated effective as of December 17,
2008, between Linn Operating, Inc. and Mark E.
Ellis
|
21
|
.1†
|
—
|
Significant
Subsidiaries of Linn Energy, LLC
|
23
|
.1†
|
—
|
Consent
of KPMG LLP
|
23
|
.2†
|
—
|
Consent
of DeGolyer and MacNaughton
|
31
|
.1†
|
—
|
Section 302
Certification of Mark E. Ellis, President and Chief Executive Officer
of Linn Energy, LLC
|
31
|
.2†
|
—
|
Section 302
Certification of Kolja Rockov, Executive Vice President and Chief
Financial Officer of Linn Energy, LLC
|
32
|
.1†
|
—
|
Section 906
Certification of Mark E. Ellis, President and Chief Executive Officer
of Linn Energy, LLC
|
32
|
.2†
|
—
|
Section 906
Certification of Kolja Rockov, Executive Vice President and Chief
Financial Officer of Linn Energy, LLC
|
99
|
.1†
|
—
|
2009
Report of DeGolyer and MacNaughton
|
†
|
Filed
herewith.
|
*
|
The
schedules to this agreement have been omitted from this filing pursuant to
Item 601(b)(2) of Regulation S-K. The Company will furnish
copies of such schedules to the Securities and Exchange Commission upon
request.
|
**
|
Management
Contract or Compensatory Plan or Arrangement required to be filed as an
exhibit hereto pursuant to Item 601 of
Regulation S-K.
|