Attached files
file | filename |
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10-K - FORM 10-K - ENCORE ACQUISITION CO | d71106e10vk.htm |
EX-12.1 - EX-12.1 - ENCORE ACQUISITION CO | d71106exv12w1.htm |
EX-32.1 - EX-32.1 - ENCORE ACQUISITION CO | d71106exv32w1.htm |
EX-23.2 - EX-23.2 - ENCORE ACQUISITION CO | d71106exv23w2.htm |
EX-23.1 - EX-23.1 - ENCORE ACQUISITION CO | d71106exv23w1.htm |
EX-31.1 - EX-31.1 - ENCORE ACQUISITION CO | d71106exv31w1.htm |
EX-31.2 - EX-31.2 - ENCORE ACQUISITION CO | d71106exv31w2.htm |
EX-21.1 - EX-21.1 - ENCORE ACQUISITION CO | d71106exv21w1.htm |
EX-32.2 - EX-32.2 - ENCORE ACQUISITION CO | d71106exv32w2.htm |
Exhibit 99.1
January 20, 2010
Encore Acquisition Company
777 Main Street, Suite 1400
Fort Worth, Texas 76102
777 Main Street, Suite 1400
Fort Worth, Texas 76102
Re: | Encore Acquisition Company | |||
Reserves and Future Net Revenues | ||||
As of December 31, 2009 | ||||
SEC Case |
Gentlemen:
At your request, we estimated the proved reserves and projected future net revenues as of
December 31, 2009, attributable to the Encore Acquisition Company (Encore) net interests in
properties located in Arkansas, Kansas, Louisiana, Michigan, Mississippi, Montana, North Dakota,
New Mexico, Oklahoma, Texas, Utah, and Wyoming. The properties include approximately 7,044 active
producing wells of which 2,918 are operated by Encore.
We performed our evaluation, designated as the SEC Case, using unescalated prices, operating
expenses, and capital expenditures provided by Encore. Our evaluation was a full determination
reviewing and forecasting 100 percent of Encores properties. The aggregate results of our
evaluation are as follows:
Reserves and Future Net Revenues as of December 31, 2009
Net Reserves | Future Net Revenues | |||||||||||||||
Discounted at | ||||||||||||||||
10% Per | ||||||||||||||||
Oil, | Gas, | Undiscounted, | Year, | |||||||||||||
Reserves Category | MBbls. | MMcf | M$ | M$ | ||||||||||||
Proved Producing |
118,887 | 312,179 | 4,052,469 | 2,010,840 | ||||||||||||
Proved Nonproducing |
2,514 | 10,243 | 125,523 | 38,167 | ||||||||||||
Proved Undeveloped |
25,693 | 116,650 | 811,185 | 189,240 | ||||||||||||
EAC Corporate Indirect Costs |
-178,046 | -97,210 | ||||||||||||||
Total Proved |
147,094 | 439,072 | 4,811,131 | 2,141,037 |
Two Houston Center 909
Fannin Street
, Suite
1300 Houston
, Texas 77010
telephone 713-651-9455 TELEFAX 713-654-9914 e-mail: mail@millerandients.com
telephone 713-651-9455 TELEFAX 713-654-9914 e-mail: mail@millerandients.com
Encore Acquisition Company | January 20, 2010 | |
Page 2 |
Proved reserves and future net revenues were estimated in accordance with the
standards of the Securities and Exchange Commission Regulation S-X, Rule 4-10 (a) as shown in the
Appendix. Gas volumes for each property are stated at the pressure and temperature bases
appropriate for the sales contract or state regulatory authority. Total gas reserves were obtained
by summing the reserves for all the individual properties and are, therefore, stated herein at a
mixed pressure base. No provisions for the possible consequences of product sales imbalances, if
any, were included in our projections since we have received no relevant data.
Future net revenues as used herein are defined as the total revenues attributable to (1)
Encores working interest less royalties, overriding royalties, production and ad valorem taxes,
operating costs, net profits interest payments, future capital expenditures, and (2) Encores
royalty interest less production and ad valorem taxes. Our projections of future net revenues are
shown both undiscounted and discounted at ten percent per year. Also included at the aggregate
level is a line item referred to as EAC Corporate Indirect Costs, which represents both
non-recurring overhead capital and expense associated with the capital spending program over the
next five years and recurring overhead expense associated with production maintenance. The effects
of depreciation, depletion, or Federal Income Tax are not considered. Abandonment costs and salvage
values were not addressed in our reserves evaluation of these properties. Encore accounts for
abandonment costs and salvage values in their Standard Measure of Oil and Gas which is calculated
separately from this reserves evaluation. Future costs, if any, for restoration of producing
properties to satisfy environmental standards are not deducted from estimates of future net
revenues as such are beyond the scope of our assignment. Estimates of future net revenues and
discounted future net revenues are not intended and should not be interpreted to represent fair
market value for the estimated reserves. Minor precision inconsistencies in subtotals or totals may
exist in the report due to truncation or rounding of aggregated values.
The 2009 prices used for the reserves projections herein are in accordance with Securities and
Exchange Commission standards. The prices of $61.18 per barrel and $3.83 per MMBtu represent the
twelve month average of the first-day-of-the-month price for each month within the twelve month
period prior to December 31, 2009 as provided by Encore. Price adjustments were made for each
property based on differentials between benchmark and actual prices as estimated by Encore and
include considerations such as gas Btu content, oil gravity, and transportation charges. Operating
costs as of December 31, 2009 were provided by Encore. Costs include per-well and per-unit of
production components that were held constant for the remaining economic life of each property. All
future capital was unescalated.
Charts of the proved reserves and related revenues are presented by reserves category, Chart
1; by product, Chart 2; and by region, Chart 3. Please note that in Chart 2, the net profits
interest (NPI) payments are correctly shown as negatives to Encore in the tabular values, but are
considered an integral part of the net reserves and revenues pie.
Encore Acquisition Company | January 20, 2010 | |
Page 3 |
Forecasts of production and future net revenues for the subject properties are
included as exhibits to this report and are identified in the Index to Exhibits. The summary
section shows combined proved reserves for all fields and contains cash flows by reserves category.
The remaining exhibits are grouped into nine Encore regions. The first five are considered their
Northern region which includes (1) Cedar Creek Anticline, (2) Williston Basin, (3) Big Horn Basin,
(4) Paradox Basin, and (5) Powder River Basin. The next four are considered their Southern region
and includes (6) West Texas, (7) Ark-La-Tex Area, (8) Anadarko Area, and (9) New Mexico. Each of
these regions contains a one-line summary by well.
Cedar Creek Anticline (CCA) is a structure 100 miles long by six miles wide located in
southeastern Montana and western North Dakota. Primary producing formations are the Red River at a
depth of 8,800 feet, the Stony Mountain at 8,600 feet, and the Interlake at 8,300 feet. The
productive intervals are geologically continuous, but CCA has been subdivided into several
regulatory fields. These fields include Bloomfield, Cabin Creek, Cedar Creek, Coral Creek, Gas
City, Glendive, Horse Creek, Little Beaver, Little Beaver East, Monarch, Pennel, Pine North, Pine
South, Wills Creek, and Wills Creek South. Exhibits for the CCA properties are summarized by
operating category, reserves category, and field.
In the CCA fields, a large portion of properties owned by Encore are burdened by Net Profits
Interest (NPI) payments. The modeling and calculation of future NPI payments and the reserves
attributable to these payments are provided by Encore. At Encores request, Miller and Lents, Ltd.
audited the spreadsheet model used to estimate future NPI payments and reserves. We verified model
inputs such as interests, payout balances, and the forecasted cash flows from the economic model
for all NPI properties. We reviewed the accounting concepts and framework of the model which was
developed to project net profit and calculate NPI payments. Two accounting elements in the model
are Statements and Keycodes. Statements represent each NPI contract. We did not review those land
contracts that specify the NPI payments, but accepted Encores interpretation of each contracts
payment provision. Keycodes are unique numbers assigned to fields, parts of fields or groups of
fields. Each producing area is assigned to only one keycode. Statements combine and consolidate
projected future revenues by grouping one or more Keycodes for the purpose of determining profit
and making NPI payments. The total NPI payment for each Keycode is converted to barrels and Mcf
based on product prices. Product volumes are split in proportion to their contribution to pre-NPI
total revenue. Encores net reserves are reduced by these NPI reserve volumes resulting in what is
referred to in this report as post-NPI reserves. Based on our review, it is our judgment that the
model employed by Encore for forecasting future NPI payments and NPI reserves is reasonably
accurate for estimating the NPI impact on our estimates of reserves and future net revenues in this
report.
Williston Basin properties are located in Montana, North Dakota, and Wyoming and are grouped
by producing horizon into Bakken or Non-Bakken fields. Bakken fields include Bear Creek, Charlson,
Cherry,and Murphy Creek. These produce from either the Bakken or Sanish formations. Non-Bakken
fields include Camp/Indian Hill, Davis Creek/Fryburg, Lodgepole, and TR. These fields produce from
various horizons including Madison, Red River, Interlake, Fryburg, Lodgepole, Ratcliffe, Duperow,
and Mission Canyon. Exhibits are summarized by operating category, reserves category, Bakken or
Non-Bakken, and field.
Encore Acquisition Company | January 20, 2010 | |
Page 4 |
Big Horn Basin properties are located in Park County, Wyoming and Carbon County,
Montana. Fields include Elk Basin, Northwest Elk Basin, South Elk Basin, and Gooseberry. The
producing horizons in these fields are the Embar-Tensleep, Madison, Frontier, and Big Horn
formations. Elk Basin Field is the largest field that is subdivided into Units based on the
productive formations. Northwest Elk Basin Field and South Elk Basin Field are smaller fields in
the area of Elk Basin which account for less than ten percent of the daily production. The
Gooseberry Field is a waterflood in the Big Horn Basin that has 23 producing wells in the field.
The exhibits are summarized by operating category, reserves category, and field.
Paradox Basin properties are located in San Juan County, Utah in the Four Corners region. They
consist of two non-operated waterflood units, the Aneth Unit and the Ratherford Unit, that produce
from the Desert Creek carbonate formation. The exhibits are summarized by producing unit.
Powder River Basin properties are located on the northeastern flank of the basin in Powder
River and Carter counties, Montana. Bell Creek Field is 15 miles long by 3.5 miles wide, covering
approximately 17,000 productive acres. Encore owns a 100 percent working interest in seven
producing units. Production is from the Cretaceous age Muddy Sandstone at a depth of 4,500 feet.
The exhibits are summarized by operating category, reserves category, and field.
West Texas operated fields include East Cowden Grayburg Unit, North Cowden Unit,
Fuhrman-Mascho, Deep Rock, Crockett County, Sand Hills, and Brown Bassett. The East Cowden Grayburg
Unit is located in Ector County, Texas and produces primarily from the Grayburg formation. It is
positioned in the interior of the North Cowden Unit operated by Occidental. The Fuhrman-Mascho and
Deep Rock fields are located in Andrews County, Texas and produce from the San Andres, Glorietta,
Clearfork, Wolfcamp, and Pennsylvanian formations. Crockett County properties are located in the
Val Verde Basin of Texas with production from several regulatory fields including Ozona,
Hunt-Baggett, Davidson Ranch, and Henderson. Primary producing formations are the Strawn
carbonates at 8,500 feet and the Canyon sandstones at 7,500 feet. Sand Hills Field is located in
Crane County, Texas and produces from the Judkins, McElroy, McKnight, and Tubb formations. Fields
recently added through a joint venture are Brown Bassett in the Val Verde Basin and Parks, Pegasus,
and Wilshire in the Midland Basin. The exhibits are summarized by operating category, reserves
category, and field.
Ark-La-Tex Area properties are located primarily in four fields: (1) Elm Grove Field in
Bossier Parish, Louisiana; (2) Overton Field in Smith County, Texas; (3) Stockman Field in Shelby
County, Texas; and (4) Chismville Field in Logan County, Arkansas. In Elm Grove Field, Encore owns
various, non-operated working interests in over 350 wells and approximately 1,800 acres. In Overton
Field, Encore operates nine units which produce from 80 wells. In Stockman Field, Encore operates
and produces from 15 wells. The fields located in Texas and Louisiana are typically developed on
40- to 80-acre spacing. The primary producing formations are the Hosston/Travis Peak
(Louisiana/Texas), Cotton Valley, and Lower Cotton Valley Sandstones between 7,100 and 11,500 feet.
In Chismville Field, Encore owns various, non-operated working interests in over 100 wells
producing from the Borum, Nichols, and Turner formations. Exhibits are summarized by operating
category, reserves category, and field.
Encore Acquisition Company | January 20, 2010 | |
Page 5 |
Anadarko Area properties are located in the Anadarko Basin of western Oklahoma and
the Northern Shelf Basin in northern Oklahoma. Encore acquired a number of new properties in this
area in 2009. Encore owns varied interests in acreage and producing wells in each of these basins.
Exhibits are summarized by operating category, reserves category, and field.
New Mexico properties are located in the Delaware Basin in Lea and Eddy Counties, New Mexico.
Major fields include Cemetary, Indian Basin, Loco Hills, McCormack South, and recently added Vacuum
Field. These fields produce from the Atoka, Morrow, Paddock, Silurian, and Upper Penn formations.
The exhibits are summarized by operating category, reserves category, and field.
Proved producing reserves were based primarily on extrapolation of historical performance
trends. In those wells producing at high water-cuts, water-oil ratios versus cumulative production
trends were used to estimate reserves. We relied mainly on production rate versus time decline
curves. Estimates and projections for proved nonproducing and proved undeveloped reserves were
based on volumetric calculations or analogies. Reserves estimates from analogies and volumetric
calculations are often less certain than reserves estimates based on well performance obtained over
a period during which a substantial portion of the reserves were produced.
In conducting this evaluation, we relied upon production histories, well test data, well logs,
and other engineering and geological data supplied by Encore. To a lesser extent, non-confidential
data existing in the files of Miller and Lents, Ltd. and data from commercial services and of
public record were used. The operating expenses, ownership interests, reversion provisions, current
payout status, and product prices were provided by Encore. We also relied upon Encores
representations to us of planned schedules and the estimated costs for future well work. None of
this information was independently verified as such was beyond the scope of our assignment.
The evaluations presented in this report, with the exception of those parameters specified by
others, reflect our informed judgment based on accepted standards of professional investigation but
are subject to those generally recognized uncertainties associated with interpretation of
geological, geophysical, and engineering information. Government policies and market conditions
different from those employed in this study may cause the total quantity of oil or gas to be
recovered, actual production rates, prices received, or operating and capital costs to vary from
those presented in this report.
Miller and Lents, Ltd. is an independent oil and gas consulting firm. No director, officer, or
key employee of Miller and Lents, Ltd. has any financial ownership in Encore or any affiliate of
Encore. Our compensation for the required investigations and preparation of this report is not
contingent upon the results
Encore Acquisition Company | January 20, 2010 | |
Page 6 |
obtained and reported, and we have not performed other work that would affect our
objectivity. Production of this report was supervised by an officer of the firm who is a
professionally qualified and licensed Professional Engineer in the State of Texas with more than
25 years of relevant experience in the estimation, assessment, and evaluation of oil and gas
reserves.
Very truly yours, | ||||||
MILLER AND LENTS, LTD. | ||||||
Texas Registered Engineering Firm No. F-1442 | ||||||
By /s/ Leslie A. Fallon
|
||||||
Vice President | ||||||
By /s/ Michael S. Young
|
||||||
Senior Vice President | ||||||
By /s/ Carl D. Richard
|
||||||
Senior Vice President | ||||||
CDR/eb
Appendix
Page 1 of 3
Page 1 of 3
Reserves Definitions In Accordance With
Securities and Exchange Commission Regulation S-X
Securities and Exchange Commission Regulation S-X
Reserves
Reserves are estimated remaining quantities of oil and gas and related substances anticipated
to be economically producible, as of a given date, by application of development projects to known
accumulations. In addition, there must exist, or there must be a reasonable expectation that there
will exist, the legal right to produce or a revenue interest in the production, installed means of
delivering oil and gas or related substances to market, and all permits and financing required to
implement the project.
Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing,
faults until those reservoirs are penetrated and evaluated as economically producible. Reserves
should not be assigned to areas that are clearly separated from a known accumulation by a
non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test
results). Such areas may contain prospective resources (i.e., potentially recoverable resources
from undiscovered accumulations).
Proved Oil and Gas Reserves
Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of
geoscience and engineering data, can be estimated with reasonable certainty to be economically
produciblefrom a given date forward, from known reservoirs, and under existing economic
conditions, operating methods, and government regulationsprior to the time at which contracts
providing the right to operate expire, unless evidence indicates that renewal is reasonably
certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
The project to extract the hydrocarbons must have commenced or the operator must be reasonably
certain that it will commence the project within a reasonable time.
1. | The area of the reservoir considered as proved includes: |
a. | The area identified by drilling and limited by fluid contacts, if any, and | ||
b. | Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data. |
2. | In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty. | ||
3. | Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty. | ||
4. | Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: |
a. | Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and | ||
b. | The project has been approved for development by all necessary parties and entities, including governmental entities. |
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Appendix
Page 2 of 3
Page 2 of 3
5. | Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. |
Developed Oil and Gas Reserves
Developed oil and gas reserves are reserves of any category that can be expected to be
recovered:
1. | Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and | ||
2. | Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. |
Undeveloped Oil and Gas Reserves
Undeveloped oil and gas reserves are reserves of any category that are expected to be
recovered from new wells on undrilled acreage, or from existing wells where a relatively major
expenditure is required for recompletion.
1. | Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. | ||
2. | Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time. | ||
3. | Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined below, or by other evidence using reliable technology establishing reasonable certainty. | ||
Analogous Reservoir |
Analogous reservoirs, as used in resources assessments, have similar rock and
fluid properties, reservoir conditions (depth, temperature, and pressure) and drive
mechanisms, but are typically at a more advanced stage of development than the
reservoir of interest and thus may provide concepts to assist in the interpretation of
more limited data and estimation of recovery. When used to support proved reserves, an
analogous reservoir refers to a reservoir that shares the following characteristics
with the reservoir of interest:
1. | Same geological formation (but not necessarily in pressure communication with the reservoir of interest); | ||
2. | Same environment of deposition; | ||
3. | Similar geological structure; and | ||
4. | Same drive mechanism. |
Reservoir properties must, in aggregate, be no more favorable in the analog than
in the reservoir of interest.
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Appendix
Page 3 of 3
Page 3 of 3
Probable Reserves
Probable reserves are those additional reserves that are less certain to be recovered than
proved reserves but which, together with proved reserves, are as likely as not to be recovered.
1. | When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates. | ||
2. | Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir. | ||
3. | Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves. | ||
4. | See also guidelines in Items 4 and 6 under Possible Reserves. |
Possible Reserves
Possible reserves are those additional reserves that are less certain to be recovered than
probable reserves.
1. | When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates. | ||
2. | Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project. | ||
3. | Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves. | ||
4. | The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects. | ||
5. | Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir. | ||
6. | Pursuant to Item 3 under Proved Oil and Gas Reserves, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations. |
iii