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GRANT THORNTON LLP SURVEY OF UPSTREAM U.S. ENERGY COMPANIES 2012



The state of the industry—
An engine for U.S. growth
Table of contents

	 3	 A view from the top

	 6	 Major findings

	 8	 2011 Economic year in review

1
	 0	 Prices and spending

1
	 1	 Enterprise risk management—
		 Risk in the spotlight

	13	EP industry—Key MA transaction risks

	15	 Employment

1
	 6	 Industry issues and opportunities

1 Global use of IFRS—When, not whether
	 8	

	21	 Implications

	22	 Demographics
A view from the top



We are living in a world of uncertainty, with             We also completed two private placements of
downward price pressures caused by both the               common stock, bringing in more than $35 million of
European debt crisis and slower economic growth           new equity, some of which has come from Europe.
in non-Organization for Economic Cooperation              As a result, we have reduced our total debt by
and Development (OECD) countries being offset             $18 million, extended the maturity of our debt
by continued unrest and turmoil in the oil-producing      facilities to 2016, and substantially strengthened our
regions of the Middle East and North Africa.              cash position and shareholders’ equity. Our move to
As Winston Churchill once said, “Without
                                                          the NYSE Amex has had a tangible positive effect on
a measureless and perpetual uncertainty, the
                                                          our company and has opened our universe to many
drama of human life would be destroyed.”
                                                          potential investors for whom a listing on a national
    The energy sector is booming and is one of the
                                                          exchange is a prerequisite.
few areas of job growth. Major oil companies seem to
be switching their focus to the United States not only         Across the industry, new issuances of leveraged
to achieve production growth, but also to position        loans were down drastically in 2011, and deal spreads
themselves for a longer-term investment in natural        were higher than in 2010. In contrast, private equity
gas. Companies with more of an international flavor       financing appears to be up, mostly targeting capital-
might see domestic acquisitions of shale players as an    intensive shale plays. The end of 2011 saw a move
entrée into more lucrative overseas opportunities in      towards new public offerings for energy stocks with
Eastern Europe, China and India, where higher gas         up to 20 IPOs being considered.
prices can be achieved. J. Paul Getty said that without       MA activity was slow at the beginning of the
the element of uncertainty, the bringing off of even      year but picked up in the latter half. Depressed
the greatest business triumph would be dull, routine      prices have caused smaller operators to sell to larger
and eminently unsatisfying. We are perhaps starting       companies, although many seem to favor joint
to see the opening moves of a paradigm shift toward
                                                          ventures as an entry point into key unconventional
natural gas, even though higher gas prices are still a
                                                          plays. Obviously most of the industry’s attention has
few years away.
                                                          been on unconventional plays during the last several
    The United States is an attractive place for equity
                                                          years, and most MA activity has been concentrated
investors, especially for Europeans. We have already
                                                          in this sector. But instability in the markets has led
seen European majors make significant investments
in this country. The European debt crisis and its         to a widening of the gap between buyers’ and sellers’
implications for global financial stability have led to   expectations. Oil is being valued higher than natural
nervousness among debt investors. High-yield debt         gas—but not as markedly as in 2010, and there are a
markets were fairly buoyant in the first half of 2011     growing number of gas-weighted acquisitions.
but have dried up since. Saratoga Resources Inc. was      We are also seeing the start of consolidation in the
fortunate to raise $127.5 million in a high-yield bond    natural gas sector. There is further consolidation
offering in July before the markets tightened.            coming among shale players.


                                                                                     Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 3
Unconventional has become the new                                    Currently, over 60% of our production is
conventional, and a handful of companies such                        weighted toward oil versus gas. We like to say that
as Saratoga are taking advantage of positions in                     we are oilier than many of our peers, but we like to
opportunity-rich conventional plays with multiple                    maintain a balanced approach to oil and gas, and we
stacked pays and large held by production (HBP)                      are bullish on natural gas for the longer term. Having
lease positions, not to mention premium pricing for                  multiple stacked pay sands and HBP positions with
crude oil. Saratoga has been receiving a $15–30/barrel               100% working interest enables us to develop these
premium over West Texas Intermediate (WTI) for                       gas reserves when it makes sense.
Light Louisiana Sweet (LLS) and Heavy Louisiana                           Some of the most attractive features of shale
Sweet (HLS) crude since early 2011 although this                     plays are the long-lived nature of the reserves, the
spread has tightened at year end. We like to say                     repeatability, the high probability of success and large
we are pursuing good old-fashioned oil and gas, and                  lease positions. Saratoga sees the same attributes in its
we are happy to be receiving close to Brent pricing                  conventional South Louisiana assets. Our Grand Bay
for crude oil.                                                       Field has never had a dry hole drilled in its confines.
     Crude oil prices will likely remain volatile.                   The field has had more than 70 years of productive
Uncertainty lies in how non-OECD growth will                         life, with production of over 250 million barrels of oil
offset OECD stagnation and its effect on oil demand.                 since 1938 from over 64 stacked pay sands, yet it still
Domestic crude oil production is likely to increase                  offers tremendous potential, both shallow and deep.
in 2012 because of renewed activity in liquid-rich                        We have low decline rates in our wells, not
shale plays like Bakken and Eagle Ford. Many                         the sharp declines typical of resource plays.
independents are emphasizing their move to liquids,                  We have several wells whose commercial production
and clearly project economics are improved by the                    dates from the 1940s. One well has over 50 years
more liquid-rich portions of the unconventional plays.               of production from the same sand, and it is still
     Natural gas prices are expected to remain fairly                producing at over 20 barrels of oil per day (BOPD)
flat and experience downward pressure in 2012,                       today. We just completed a well in Main Pass 46
driven by increased supply from unconventionals,                     with 13 pay sands, only six of which were proved
coupled with slower growth and lower demand.                         undeveloped reserves (PUDs); completed the well
Henry Hub natural gas spot prices will likely average                in a sand that was categorized pre-drill as probable;
lower than they did in 2010. The rate of growth in                   and found six pay sands that were never previously
domestic natural gas production is expected to slow                  booked. We call that lagniappe and have lots of that
in 2012. Gas supply will probably grow because of                    in our assets.
increased drilling to preserve lease positions.                           We are skeptical about the commerciality of most
     Saratoga can still make good money below                        shale plays, given the current gas prices. This is due
$3/Mcf (thousand cubic feet) gas with respect to                     to (1) the sharp decline in initial production (IP)
our conventional gas assets and do not have lease                    rates, (2) outrageously high leasing costs, (3) the high
expiration issues because most of our leases are HBP                 costs to fracture, and (4) the likely need to refracture
leases. An important metric that drives rig count,                   specific wells to sustain production. Technological
which in turn puts downward pressure                                 breakthroughs in horizontal drilling and hydraulic
on gas pricing, is lease expirations in shale plays.                 fracturing have improved shale economics, but
The domestic rig count is up substantially in 2011,                  uncertainty remains regarding well productivities
despite lower prices and reduced demand, and is                      and recoveries.
expected to grow by 10% in 2012. There are not                            Like many of our peer companies, we will fund
enough rigs available to drill beyond the initial terms              all capital spending from existing cash flows and cash
of the leases, so new rigs are under construction.                   on the balance sheet. We expect to have additional
     Some companies are consolidating positions in                   liquidity through a revolver in the near future.
the shallow-water Gulf of Mexico, while assets are                   Saratoga is currently focused on development drilling
discounted in response to permit delays. There is also               and converting its PUD properties. Some of our
a lot of anticipation of McMoRan Exploration Co.’s                   development wells have an exploratory tail where
Davy Jones testing in the shallow Gulf ultra-deep                    we are looking for a little more upside, and our deep
play, where a number of deep and ultra-deep wildcats                 prospects have shallower low-risk bailouts, but we
have been drilled during the year.                                   are essentially a low-risk development company




4 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
at this stage of our growth, with a serious eye on        LLS/HLS premiums over WTI . In addition, we have
managed risk exploration in the future. With the          tremendous upside—including shallow exploration
addition of liquidity from our improved operating         targets above 5,000 feet with 50 Bcf of potential, plus
cash flows and equity infusions, we have substantially    deep exploration targets with 10 Tcf of potential, all
increased our development budget; we spent                among our large HBP leaseholdings.
$28 million in 2011, up considerably from the last             We have gained momentum on numerous fronts,
three years, with just over half this amount being        achieving several long-standing objectives, and we
devoted to drilling and completion. Our criteria for      feel we are now positioned to realize what we believe
approving projects are internal rate of return and time   is the great untapped value of our resource portfolio.
to payout. Almost all of our projects have a payout       In addition to improving our operations, we have
time of less than twelve months. Saratoga’s capital       made great strides in strengthening our balance sheet.
budget for 2012 is expected to be close to $50 million.   Moving forward, we fully expect our program of
     We find it a very cooperative regulatory             recompletions and workovers, together with our
environment in Louisiana, with no permit delays.          infrastructure projects and development drilling
It is a pleasure working with Gov. Bobby Jindal           program, to increasingly contribute to meaningful
and Department of Natural Resources Secretary             production growth as production levels from shut-in
Scott Angelle. We love the operating environment          and curtailed wells are brought to capacity and new
in Southern Louisiana. The state ranks fourth in the      wells are brought online.
United States in crude oil production and fifth if             Mark Twain said, “We are discreet sheep; we
the Gulf of Mexico is included. Saratoga currently        wait to see how the drove is going, and then go with
ranks 18th in terms of oil producers in the state.        the drove.” Saratoga is not following the drove.
     Saratoga has strong institutional and retail         We see where they are headed, but in common with
participation in its equity and a growing market          a handful of our peers, we like our current pastures.
capitalization. We have attractive conventional assets
located in state and parish lands of Louisiana, with
an abundance of low-risk development opportunities.
We are converting our reserves with an active
development drilling program. And we are weighted         Andy C. Clifford
                                                          President, Saratoga Resources, Inc.
toward oil in our current production with
Major findings



Upstream U.S. energy companies are no strangers to price volatility, but even the
most grizzled industry veterans had to acknowledge that 2011 was a wild ride.
Grant Thornton LLP’s 10th Survey of Upstream U.S. Energy Companies revealed
a continued broad range of predictions for natural gas and crude oil prices.
   Still, our respondents are not letting the uncertainty affect their expansion
plans. The survey reveals increasing expectations that employment will pick
up in the months ahead, after the sector contributed a significant boost to the
U.S. labor market in 2011. Capital spending plans remain relatively unchanged,
with a majority still expecting to spend more than they did the year before.
More than three-quarters are optimistic that new shale reserves will put the
country in a position to address its dependence on foreign oil.


Price expectations


                                                                                                                            77%
•	 Our survey respondents expect the spot price of                   •	 Forty-one percent anticipate the price of crude
   Henry Hub natural gas to average $3.91 per Mcf                       will be high enough to support more than a
   in 2012, $4.30 in 2013, and $4.69 in 2014.                           20% increase in drilling activity this year, down
•	 Sixteen percent predict the price of natural gas                     from 55% a year ago.                                believe new
   will be high enough to support more than a                        •	 Expectations for the spot price of natural gas      reserves found in
   20% increase in drilling activity in 2012,                           in 2014 range from $3 to $8 per Mcf; oil price      shale will play a
   up from 8% in 2011.                                                  forecasts for the same period range from            factor in changing
•	 Respondents expect the price of West Texas                           $75 to $150 per barrel.                             the nation’s
   Intermediate crude oil to average $93.14 per barrel               •	 Uncertain natural gas and crude oil prices remain   dependence on
   in 2012, $97.09 in 2013, and $101.75 in 2014.                        the industry’s top concern.                         foreign oil.




6 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
Capital spending outlook                                      “ ow, more than ever, today’s
                                                               N
•	 Sixty-three percent of respondents anticipate
   increasing their domestic capital expenditures in
                                                               oil and gas companies should be
   2012, down from 71% in 2011.                                focusing on managing risk. Finding
•	 Foreign capital outlays should remain relatively            and producing oil and gas has
   unchanged this year, as 82% of respondents
   anticipate holding the line on such expenditures.
                                                               always been an inherently risky
•	 The maximum acquisition price companies                     business, but today there is far
   are willing to pay for conventional proved                  less margin for error than there
   reserves is $2.49 MMbtu, down from $2.57
                                                               was just a decade ago.”
   in last year’s survey.
                                                               Alan Millis
Employment outlook                                             Managing Director, Business Advisory Services, Grant Thornton LLP

•	 Seventy-one percent of respondents expect
   employment levels to rise at their companies
                                                              Industry issues and opportunities
   in 2012, up from 61% in 2011 and 50% in 2010.
                                                              •	 Seventy-seven percent of respondents believe
   (Figure A)
                                                                 new reserves found in the various shale plays in
•	 Eighty-six percent believe employment levels
                                                                 the U.S. shift or change the nation’s dependence
   in the oil and gas industry will increase this year,
                                                                 on foreign oil.
   up from 56% in 2011 and 33% in 2010. (Figure A)
                                                              •	 While 28% of those surveyed believe their
•	 More than half (55%) anticipate difficulties hiring
                                                                 company will qualify as an “end user”, 65% have
   and retaining employees in 2012, up from 22%
                                                                 not begun to implement the documentation and
   in 2011; availability of technical staff was rated
                                                                 reporting required by the Dodd-Frank Act.
   third among the industry’s top concerns.



Figure A: Projected increases in employment levels (%)

2010                                   50       Company
2011                                   61
2012                                   71       Oil and gas
                                                industry
2010                                   33
2011                                   56
2012                                   86

       0   20     40     60      80    100




                                                                                               Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 7
2011 Economic year
in review
Loretta Cross, Managing Partner, Energy Advisory Services and Partner, Corporate Advisory  Restructuring Services, Grant Thornton LLP
Rob Moore, Director, Corporate Advisory  Restructuring Services, Grant Thornton LLP



A number of events and developments directly                         •	 Nuclear and alternative energy sources falling
affected the energy industry during 2011.                               from favor. Before the March 11, 2011, disaster
Following are some of the highlights:                                   at the Fukushima plant, nuclear power was
•	 Geopolitical unrest in Libya, Egypt, Tunisia,                        beginning to be reconsidered in a positive
    and other Middle Eastern and North African                          light, but the incident soured public opinion.
    countries. The civil war in Libya has resulted                      As heavily subsidized manufacturers from China
    in approximately 1.8 million barrels per day                        and elsewhere flooded the world markets with
    of oil production no longer being available;                        low-cost solar panels, U.S. companies Solyndra
    however the larger implications of this conflict                    and Evergreen Power filed for bankruptcy; these
    will be playing out for some time. And recently,                    filings led to a steep decline in public support
    a joint exploration program proposed by the                         for government funding of alternative energy
    autonomous Kurdish region and ExxonMobil                            development. The wind power production tax
    has raised the ire of the Iraqi central government                  credit, the ethanol tax credit and related import
    over jurisdiction.                                                  tariffs all expired at the end of 2011.
•	 Sharper scrutiny of hydraulic fracturing.                         •	 The beginnings of a rebound in Gulf of
    Various federal, state and local authorities                        Mexico drilling. While deep well permits are
    are looking to regulate or restrict hydraulic                       nowhere near 2008–2009 levels, regulators
    fracturing, and more studies are being conducted.                   approved 38 such permits in 2011 (versus four
    A recent earthquake near Youngstown, Ohio,                          during 2010 after April), 31 of which came in
    that is being attributed to the injection of                        the last six months of the year. Rig utilization
    wastewater from hydraulic fracturing into a                         and day rates have also improved. The Bureau
    disposal well will likely intensify the review of                   of Ocean Energy Management, Regulation and
    fracking processes and their byproducts.                            Enforcement (BOEMRE) recently completed Oil
                                                                        and Gas Lease Sale 218, which was the first Gulf
                                                                        of Mexico lease sale since the Deepwater Horizon
                                                                        incident. The winning bids totaled more than
                                                                        $337 million from 20 companies, including BP.



                                                                     “ ergers and acquisitions were numerous in the energy industry
                                                                      M
                                                                      during the year, with announced transactions reaching almost
                                                                      three times their 2010 total.”




8 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
•	 The issuance of new regulations. In December                   More equity capital was also made available
   2011, the Environmental Protection Agency                 during 2011. In the public markets, IPOs for
   (EPA) issued final regulations limiting emissions         companies in exploration and production as well
   of mercury and other pollutants from fossil-fired         as energy services raised almost $2.4 billion during
   power plants. Compliance by the industry is               2011—nearly $1 billion, or 70%, more than they
   required within three years and is expected to            did in 2010. And public equity offerings in 2011
   cost $10 billion annually, and many utilities are         totaled in excess of $9.5 billion, up by more than
   worried that older coal-fired plants might have           17% from $8.1 billion in 2010.
   to shut down. Congress may move to modify the                  2012 capital budgets that have already been
   rule or extend the timeline for compliance, and           announced indicate optimism, with most of them
   utilities are likely to initiate litigation against the   exceeding 2011 levels by an average of 15–30%.
   enactment of the regulations.                                  As we enter 2012, the industry faces a variety
                                                             of ongoing challenges—the critical need for safety
    Last year, we believed that 2011 would allow             in its operations; environmental concerns, including
industry players to pursue growth opportunities,             issues regarding hydraulic fracturing; increasingly
and this supposition has been shown to be correct.           expensive technological requirements; and political
Mergers and acquisitions were numerous in the                instability in many areas of the world. Many industry
energy industry during the year, with announced              analysts are bullish on oil, with most predicting
transactions reaching almost three times their 2010          that prices will materially exceed $100 per barrel
total. In addition, transaction sizes increased during       during the year. Analysts are generally bearish on
2011. The three largest transactions announced—              natural gas given the struggles in the market to
Kinder Morgan’s purchase of El Paso, Duke Energy’s           balance supply with demand; most analysts are
acquisition of Progress Energy, and BHP Billiton’s           reducing their price expectations for the year to
purchase of Petrohawk Energy—represented                     under $4/thousand cubic feet.
aggregate consideration of more than $87 billion; this            In summary, 2011 brought significant growth to
amount is greater than the combined consideration            the industry. Those participants that are positioned
for the 11 largest acquisitions announced in 2010.           to manage the challenges discussed above are likely
Aggregate consideration for all transactions in 2011         to experience another attractive year in 2012.
whose values were reported totaled more than
$312 billion, as compared with $216 billion in 2010.
    Joint ventures, which are primarily used to
acquire interests in natural gas shale acreage, again
contributed sizable amounts of capital to the
industry in 2011. As in prior years, the majority of
joint venture transactions involved foreign partners
whose investment objectives also included making
their energy supply secure and gaining access to
technological and production knowledge. Some of
the most notable joint ventures are listed below:
•	 Consol Energy/Noble Energy—$3.4 billion
•	 Devon Energy/Sinopec—$2.5 billion
•	 Chesapeake Energy/Total—$2.32 billion
•	 Consol Energy/Hess Corp.—$600 million




                                                                                       Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 9
Prices and spending



Volatility in natural gas and crude oil prices is making                   Even so, the responses vary widely. For example,
it exceedingly difficult to forecast where they are                    individual estimates for the average price of natural
heading in the near future. Estimates for the spot                     gas range from a low of $3 per Mcf in 2012 to
price of Henry Hub natural gas this year differ by                     a high of $5.10. Crude oil prices were no easier
as much as $2.10 per Mcf at the extremes, while the                    to pin down, with 2012 estimates ranging from
spread between the highest and lowest forecasts for                    $75 to $115 per barrel.
the price of West Texas intermediate crude oil is                          Respondents believe the average price of
$40 per barrel. The majority of respondents believe                    natural gas must be $5.29 per MMbtu to justify a
neither will approach the price levels needed to                       20% increase in U.S. drilling activity, down from
support an increase in drilling activity of 20% or                     $5.69 a year ago. Sixteen percent of respondents
more. As a group, they are more optimistic about                       expect that natural gas prices will reach that
their capital spending plans.                                          threshold, compared to 8% in 2011. Eighty-eight
                                                                       percent said they would curtail production if prices
Average price projections                                              were less than $4 per MMbtu in 2012.
Our respondents predict that natural gas prices will
recover this year, with the average expectation for
the spot price of Henry Hub natural gas exceeding
                                                                      “ atural gas production continues
                                                                       N
$4 per Mcf by 2013. They anticipate the price of                       to outpace demand, resulting in
West Texas intermediate crude oil hovering near the                    a few notable companies electing
$100 level over the next several years. (Figure B)
                                                                       to curtail gas production in 2012.
Figure B: Average price expectations
                                                                       Although uncertain and volatile
                                                                       prices are inherent in the industry,
Year	               Natural gas	                    Crude Oil
                                                                       it is difficult to be optimistic about
2012	              $3.91 per Mcf	               $93.14 per barrel
2013	              $4.30 per Mcf	               $97.09 per barrel
                                                                       a significant and sustained run up in
2014	              $4.69 per Mcf	              $101.75 per barrel      gas prices in the near future.”
                                                                       Brandon Sear
                                                                       Leader, National Energy Practice, Grant Thornton LLP




10 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
Enterprise risk management—
Risk in the spotlight
Alan Millis, Managing Director, Business Advisory Services, Grant Thornton LLP


Now, more than ever, today’s oil and gas companies                    •	 Water management—State and local restrictions
should be focusing on managing risk. Finding and                         or lack of proximity to an adequate water supply in
producing oil and gas has always been an inherently                      certain geographic areas is making it more difficult
risky business, but today there is far less margin for                   to obtain sufficient water for fracturing wells.
error than there was just a decade ago. The explosion                 •	 Security—Increasingly sophisticated “cyber-
of social media has sparked a new wave of social                         terrorists” are an emerging threat to production
activism and increased pressure on politicians and                       control (measurement/flow) systems.
regulators to thoroughly scrutinize the business
practices of EP companies.                                               Of course, it’s one thing to identify risks and
    As a result, leading EP companies are                            quite another to manage them in a cost-effective way.
implementing or enhancing an enterprise risk                          That’s why a risk inventory is just the first step
management (ERM) program to more confidently                          in implementing an ERM program. Once a company
manage major risks that naturally occur in the EP                    has accomplished this, it should evaluate each risk
business. Optimally designed, an ERM program                          in terms of 1) potential financial impact to the
produces a standardized and comprehensive risk                        business, 2) likelihood or probability of occurrence,
inventory that arms board members, company                            and 3) the speed at which risk events can have an
executives and department managers with the                           impact on the business.
information they need to identify the risks that are                      ERM is much more than a process for tracking
most important to the company’s strategy.                             risks. According to a recent study by the American
    Discussions with many of our EP clients found                    Productivity and Quality Center, organizations
that they are placing more emphasis than before on                    with mature ERM programs in place “reach beyond
addressing operational risks, specifically:                           process design and mechanics… and aim to influence
•	 Environmental—The inherent potential for                           culture, people and mental models.” In this regard,
    release of pollutants or spills which cause ground,               a mature ERM function engenders a high degree
    air or water contamination; companies are                         of change management, necessitating the active
    focused on honing their ability to quickly and                    involvement of senior leaders. We recommend
    effectively respond to such a crisis.                             that our clients follow a “top-down” approach
•	 Regulatory—Greater challenges in complying                         where executives engage each functional leader in
    with evolving regulatory requirements and                         the organization, particularly in operational areas,
    inconsistent enforcement of rules in jurisdictions,               to continuously build knowledge and expertise
    particularly in emerging resource plays where                     throughout the organization about key business risks
    regulators have limited experience with oil and                   and related risk mitigation strategies.
    gas operations.                                                       Given the increasing complexity of risks facing
•	 Public relations—The proliferation of social                       EP companies and the speed with which missteps are
    media is significantly increasing the velocity                    disseminated, oil and gas business executives may be
    with which company news is disseminated to                        tempted to err on the side of caution and shoot down
    the public, prompting companies to devise new                     new opportunities that could put them in a position to
    strategies for shaping news coverage and opinions.                expand the business. A well-managed ERM program
•	 Contractors—An insufficient supply of                              positions business leaders to resist this temptation and
    adequately trained well site contractors in the                   pursue each new potential venture with the confidence
    newer resource plays.                                             that they’re prepared for whatever might come.


                                                                                                Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 11
When asked the same question for crude oil                            Of course, those plans hinge on where prices head
prices, respondents set the average price floor at                    this year, as forecasted natural gas and crude oil prices
$99.37, an $11.44 increase from last year. Forty-one                  rank in our survey as the most important factors in
percent believe crude oil prices will be high enough to               capital spending decisions. Other factors, ranked by
support a 20% increase in drilling activity this year,                order of significance, include: availability of attractive
down from 55% a year ago. Sixty-six percent indicate                  drilling prospects, capital availability, projected
that oil production would be cut if prices were less                  demand for natural gas and crude oil, drilling rig
than $70 per barrel, though none of our respondents                   availability, availability of skilled personnel, regulatory
expect prices to dip that low this year.                              requirements or constraints, and tax considerations.
    Our respondents said they would pay a maximum
of $2.49 per MMbtu for conventional proved natural                    Figure C: Plans for capital spending in 2012 compared
gas reserves, and $52.16 per barrel of crude oil.                     to 2011 for U.S. and foreign expenditures (%)

                                                                      Increase significantly                      21         U.S.
Capital spending outlook                                              (more than 20%)                             8         expenditures
While a lesser percentage of respondents than last year
                                                                      Increase somewhat                          41         Foreign
anticipate increasing their domestic spending, they are               (up to 20%)                                10         expenditures
still in the solid majority (63%). Eighteen percent plan
                                                                      No change                                  27
to spend more in overseas markets in the coming year,                                                            82
with the remaining 82% predicting they will hold
                                                                      Decrease                                   11
steady with last year. (Figure C)                                                                                 0

                                                                                              0   26   52   78        104      130




12 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
EP industry—Key MA
transaction risks
Brandon Cradeur, Managing Director, Transaction Advisory Services, Grant Thornton LLP


It might surprise some that Houston ranked second                  MA transaction can alter a company’s future
only to New York City for MA deal value                           significantly. The challenge is that most companies
during the first nine months of 2011.* To be sure,                 are operationally focused and typically do not have
this was a notable achievement, considering that                   sufficient MA experience at the executive level or
U.S. metropolitan areas such as Chicago and Boston                 the infrastructure needed to acquire and integrate
have a significantly higher presence of venture                    companies effectively. With so many EP company
capitalists, private equity firms and hedge funds                  earnings and reserve restatements stemming from
whose business models essentially consist of buying                acquisitions in recent years, it’s clear that the industry
and selling companies.                                             is not immune to this challenge.
    But to those in exploration and production                         With that in mind, it’s a good idea for EP
(EP), Houston’s emergence as a hotbed for MA                     executives to examine key transaction considerations
activity was far from unexpected. Since their primary              that are unique to their companies and have the
assets (i.e., reserves) are a dwindling resource with              potential to negatively impact capital deployment and/
a finite value, EP companies are under constant                   or cash flows if not properly measured and factored
pressure to acquire and exploit reserves or buy other              in. Grant Thornton’s Energy Transaction Advisory
EP companies when they can’t replace reserves                     Services group helps companies assess EP transaction
organically. Fortunately, their historically strong                risks in five overarching categories: (1) reserve and
balance sheets and cash positions allowed them to                  production characteristics, (2) reinvestment, (3)
make deals last year, even as many other industries                operating and capital efficiency, (4) tax exposures, and
and locales were forced to retrench.                               (5) non-EP operations. Executives should consider a
    The real surprise is how often EP executives                  number of essential items within these categories when
ask the same question when considering an MA                      conducting due diligence:
transaction: “Since our reserves—and their values—are
under the ground, why should we perform financial                  Reserve and production characteristics
due diligence?” My response is always the same:                    •	 The impact of historical versus projected
“How can a dynamic EP company afford not to?”                        production volumes and volatility on cash flows.
    I’ve had the opportunity to work on more                       •	 Concentration and diversification among geologic
than 200 transactions during my career—as a                           basins (e.g., percentage of oil versus gas, onshore
private equity professional, a director of corporate                  versus offshore, and number of wells).
development in industry, and an MA transaction                    •	 The duration that proved undeveloped reserves
adviser. Through this experience, I’ve learned that                   (PUDs) have been on the books, the related
understanding key transaction risks—and negotiating                   drilling program to develop these PUDs, and
and structuring the transaction to mitigate them—                     whether there were significant changes to the
are critical to a successful deal. After all, a single                drilling program.




* Houston Chronicle, Dec. 19, 2011.




                                                                                              Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 13
•	 The reserve report, which is a critical report                     Tax exposures
   relied upon during EP transactions, presents                      •	 Federal, state and local income tax exposures.
   many risks and estimates that are important to                     •	 Sales and use tax, property tax, employment tax,
   consider, including (1) risks related to whether the                  escheat, or other applicable tax exposures.
   report was prepared internally or externally, (2)                  •	 Deferred tax assets/liabilities, net operating loss
   projection sensitivities based on production and                      (NOL) carryforwards, the depletion deduction
   forecasted capital expenditures (CAPEX), and                          allowance, like-kind exchanges, and tax basis
   (3) estimates generated by comparing the current                      verification.
   NYMEX strip with the price deck used.
•	 Historical asset impairment testing and
   related analyses.                                                  “…it’s a good idea for EP executives to examine key transaction
                                                                      considerations that are unique to their companies and have the
Reinvestment                                                          potential to negatively impact capital deployment and/or cash flows
•	 The reserve life index—calculated by dividing                      if not properly measured and factored in.”
   proved developed producing (PDP) reserves
   by annual production—indicates the potential
   pressure of capital deployment.                                    Non-EP operations
•	 Comparison of the annual reserve replacement                       •	 The potential for significant liabilities related to
   index, which indicates a company’s ability to                         other businesses (e.g., midstream, distribution or
   replace its annual production, with indexes                           refining/marketing) with different risk profiles,
   calculated by companies of similar sizes.                             such as an out-of-the-money trading book
•	 Evaluating a company’s ability to economically                        from aggressive marketing/trading activity or
   replace reserves; this evaluation involves looking                    environmental liabilities from refineries and
   at historical finding and development (FD)                           chemical plants.
   costs based on dollar-per-barrel equivalent (boe).
•	 Calculating an undeveloped lease expiration                            In addition to looking at these items while
   waterfall, which identifies potential acreage and                  conducting their due diligence, EP companies
   reserves at risk of being lost.                                    should consider factors that fall outside these broader
•	 Drilling and CAPEX assumptions used in                             categories. Following are some of the questions we
   developing PUD projections.                                        encourage our clients to answer: Does the asset base,
•	 The reserve acquisition price per boe versus                       as currently leveraged, generate adequate return
   historical FD costs.                                              on capital invested? If not, what are the scenarios
•	 The existence of commitments related to seismic                    to optimize investment? What are the strategic
   acquisition, CAPEX, drilling, or long-term                         synergies that can be created by the transaction under
   take-or-pay contracts with commodity price                         consideration, and how are they expected to impact
   caps or floors.                                                    the overall value chain? Are hedging programs in place
                                                                      to protect against commodity price exposures? Are
Operating and capital efficiency                                      there any joint venture or royalty issues, counterparty
•	 Operating efficiency as measured by the full-cycle                 risks, or off-balance sheet financing contingencies?
   cost and expressed as $/boe. The full-cycle cost is                    The challenge, of course, is finding the best way
   the average cash cost to produce each boe and the                  to perform financial and operational due diligence in
   capital necessary to replace it—in other words,                    today’s environment of limited or stretched corporate
   the sum of lease operating expenses (LOE) plus                     development budgets. Companies can build out
   general and administrative (GA) burden plus                       their corporate development departments, engage
   FD costs.                                                         experienced transaction advisory professionals to
•	 Management’s ability to maintain a strong                          leverage their internal team, or elect to do both.
   liquidity position as measured by the ratio of                     Whatever approach a company takes with respect
   capital spending to cash flows.                                    to due diligence, the rewards for conducting it will
                                                                      be clear: The company will not only make more
                                                                      informed decisions, but also perform its fiduciary
                                                                      duties for its investors and lenders in an optimal way.




14 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
Employment



                                                                                                                                   86%
After four straight years of low expectations for          Hiring and retaining talent
hiring, we saw a marked increase in the percentage of      A majority of respondents (55%) expect to
respondents looking for the industry’s overall level       encounter difficulties hiring and retaining employees
of employment to rise in the coming months. Many           in the coming year, up from just 22% a year ago.                        expect the
seem to believe that these hiring plans will exacerbate    (Figure D) They indicate that higher salaries will                      industry’s overall
the war for talent, as a majority now believes their       likely be the most popular mechanism they use to                        employment level
companies will have difficulty hiring and retaining        attract skilled workers, with larger cash bonuses,                      to increase over the
employees. Given that higher salaries, larger cash         equity awards and other enhanced benefits all                           next year.
bonuses and equity awards are widely used to attract       drawing at least 50%. Fifty-seven percent predict
new workers, companies may have to differentiate           increasing compensation for geologists, engineers and
themselves in other ways to bring on necessary talent.     other professionals by at least 10% this year, up from
                                                           21% of respondents in last year’s survey. (Figure E)
Employment levels
Respondents predict that hiring will pick up in
                                                           Figure D: Respondents expecting difficulties hiring and
2012 at their companies and in the industry overall.       retaining employees in the coming year (%)
Seventy-one percent expect their company’s
employment level to increase in the coming year,           2011                                                               22
                                                           2012                                                               55
compared with 61% in last year’s survey.                          0      10       20       30        40        50        60




That figure swelled to 86% when considering the
industry’s overall employment; that was a marked           Figure E: Respondents planning to increase professional
                                                           salaries by at least 10 percent (%)
increase from the 56% of respondents who expected
the industry to add workers last year. (Figure A)          2011                                                               21
                                                           2012                                                               57
                                                                  0      10       20       30        40        50        60




                                                          “ he energy sector is booming and is one of the
                                                           T
                                                           few areas of job growth. Major oil companies
                                                           seem to be switching their focus to the United
                                                           States not only to achieve production growth,
                                                           but also to position themselves for a longer-
                                                           term investment in natural gas.”
                                                           Andy Clifford
                                                           President, Saratoga Resources, Inc.



                                                                                           Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 15
Industry issues and opportunities



Not surprisingly, respondents list uncertain natural                   Threats to company value
gas and oil prices as the greatest threat to their                     Respondents list uncertain natural gas and oil prices
business. As such, they are increasingly turning to                    as the greatest challenge facing the industry today.
hedging instruments to address that risk, but they                     Availability of technical staff moved up two spots
also agree that additional government incentives to                    compared to last year’s survey; the issue now ranks
increase drilling would be the most effective way                      as their third biggest concern. Rounding out the list
to keep consumer energy prices in check. Those                         are regulatory requirements, legislative initiatives,
surveyed are more concerned than in recent years                       obtaining capital, environmental considerations, lack
about finding skilled workers, and they expressed                      of good exploration prospects, competition with
uncertainty about how to handle rapidly changing                       larger companies, and litigation concerns.
regulatory and tax requirements.
                                                                       Hedging
Enhancing company value                                                The survey found that 59% of respondents increased
Successful exploitation and exploration of resources                   the use of hedging instruments over the past year
top our respondents’ list of factors with the greatest                 to effectively manage price risk. More than three-
potential for enhancing company value. Those factors                   quarters (77%) said that hedging instruments were
rank ahead of (in order): operating efficiencies, mergers              required by lenders.
and acquisitions, retaining and attracting people,
better use of technology, price risk management
(e.g. hedging), capital infusion and asset sales.
                                                                      “ n the public markets, IPOs for companies
                                                                       I
                                                                       in exploration and production as well as
                                                                       energy services raised almost $2.4 billion
                                                                       during 2011—nearly $1 billion, or 70%,
                                                                       more than they did in 2010.”
                                                                       Loretta Cross, Managing Partner, Energy Advisory Services and Partner,
                                                                       Corporate Advisory  Restructuring Services, Grant Thornton LLP and Rob Moore,
                                                                       Director, Corporate Advisory  Restructuring Services, Grant Thornton LLP




16 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
“ ome of the most attractive
                                                           S
                                                           features of shale plays are the long-
                                                           lived nature of the reserves, the
                                                           repeatability, the high probability of
                                                           success and large lease positions.”
                                                           Andy Clifford, President, Saratoga Resources. Inc.



The role of government
                                                           Figure F: Preferred areas of government focus (%)
Those we surveyed said government incentives
to increase U.S. drilling for oil and gas is the most      Open areas for drilling     Short term                     Long term
                                                           East Coast                  34                                     66
effective mechanism for reducing energy prices
                                                           West Coast                  33                                     67
for the U.S. consumer. Increased U.S. refining             Eastern Gulf Coast          60                                     40
and processing capacity and increased efficiency           Arctic                      51                                     49
                                                           Onshore Federal             61                                     39
through technology are also viewed as significant
contributors.                                              Drilling Incentives         51                                     49
    Asked to identify priority areas for the federal                                        0     20     40     60    80     100

government to focus its support of the industry,           Alternative Fuels
                                                           Nuclear                     25                                     75
respondents said opening onshore federal lands for         Solar                       15                                     85
drilling should be its biggest focus in the short term.    Wind                        26                                     74                   0      20      40   60

Clean coal was the top vote-getter for alternative fuel    Geothermal                  28                                     72
                                                           Biomass                     25                                     75
policies in the short term, coming in well ahead of
                                                           Clean Coal                  53                                     47
other options such as biofuel, geothermal and wind         Biofuel                     33                                     67
energy. Carbon emission credits are seen as a near-                                         0     20     40     60    80     100

                                                           Environmental safeguards    41                                     59
term priority by less than a third of respondents.
(Figure F)                                                 Carbon emission credits     29                                     71


The shale gas boom                                         RD Credits
                                                           Grants                      43                                     57
Seventy-seven percent of respondents believe               Tax credits                 50                                     50
new reserves found in the various shale plays in
the U.S. will shift or change the nation’s dependence
on foreign oil.

The Dodd-Frank Act
Only 28% of respondents believe they will qualify
as an “end user” and therefore be exempted from
complying with the Dodd-Frank Act. Even so, nearly
two-thirds (65%) have not begun to implement the
documentation and reporting required by the law.




                                                                                            Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 17
Global use of IFRS—
When, not whether
April D. Little, Partner, Transaction and Risk Advisory Services and Practice Leader, IFRS Tax, Grant Thornton LLP


A flock of nearly 2,000 public accountants and                             For its part, the International Accounting
industry professionals converged on the nation’s                       Standards Board (IASB) has indicated that it may
capital in December for the 2011 AICPA National                        be time to discontinue convergence efforts with the
Conference on Current SEC and PCAOB                                    Financial Accounting Standards Board (FASB), as
Developments. What drove us all to D.C.? A                             suggested in recent speeches by IASB Chairman
common viewpoint was that we would finally hear                        Hans Hoogervorst. At the AICPA conference in
how and when International Financial Reporting                         Washington, he stated that the convergence efforts
Standards (IFRS) would be incorporated into the                        have been “extremely useful in getting us to a point
U.S. financial reporting system. The anticipated                       where IFRS and U.S. GAAP are much improved and
announcement was expected to reflect thoughts                          closer together” but may be most beneficial when
initially publicized in a May 26, 2011, Staff Paper,                   directed toward other countries pursuing convergence
Work Plan for the Consideration of Incorporating                       paths. His comments were generally indicative of the
International Financial Reporting Standards into the                   best method of adoption, incorporating the approach
Financial Reporting System for U.S. Issuers: Exploring                 outlined in the staff paper, but he seemed cautious
a Possible Method of Incorporation. At the end of the                  about any plan that did not include a clear timeline
three-day conference, however, the flock flew the                      and a transparent, very high threshold for declining
coop with no decision rendered.                                        to endorse a standard. The IASB’s expectation is
    SEC Chief Accountant James Kroeker did                             that deviations from international standards will be
acknowledge that while a decision had been expected                    “extremely rare”. The IASB continues to recommend
by the end of 2011, a final determination would not                    that U.S. companies be allowed to voluntarily adopt
be forthcoming for a few months. His reasoning was                     IFRS in the very near future.
that the staff paper was not yet complete, nor were
several major convergence projects that needed to                      Worldwide momentum
be finalized prior to a decision. The SEC indicated                    In the meantime, the rest of the world is flying
that it has completed the majority of its fieldwork                    toward the use of IFRS as a common global standard
and is finalizing a staff paper that will ensure a                     for financial reporting. The only question remaining
strong and lasting framework for standard setting.                     for most countries is when, not whether, to move to
According to Kroeker, key requirements for                             IFRS. For these countries, a single common set of
a successful incorporation of IFRS include                             standards has several clear benefits. First, it would
(1) providing clear U.S. authority over standard                       allow for greater transparency and comparability of
setting in U.S. capital markets, (2) mandating and                     financial statements across an industry. As financial
facilitating a strong U.S. voice in establishing global                reporting gained greater transparency, investor
accounting standards, and (3) responding to the                        confidence in it would inevitably grow. Second,
economic and other impacts of change.                                  global standards would allow for more efficient




18 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
capital markets. Investors would be able to compare         The proposed revenue recognition standard
transactions and the allocation of capital based on     simplifies guidance for revenue recognition in a
common accounting methods. Finally, with the issue      significant way, moving from more than 220 existing
of convergence settled, rulemakers would be able to     revenue recognition models under U.S. GAAP to a
focus their attention on improving one new set of       single revenue recognition model. The most common
global standards.                                       criticism of the proposed standard is its lack of
    Among those regions currently moving to IFRS,       detailed guidance. The proposal was re-exposed in
Europe is furthest along. Countries from Albania to     November 2011, with final issuance expected in the
the United Kingdom have been successfully using         first quarter of 2012.
IFRS since 2005. The only remaining country on              In the current international standards, there is
the European continent to prohibit the use of IFRS      very little specific industry guidance for extractive
is Belarus, which has no common exchange, yet           activities. IFRS 6, Exploration for and Evaluation
even Belarus is currently planning for convergence.     of Mineral Resources, gives stopgap guidance for
Latin America has begun the transition, with Brazil     accounting for exploration and evaluation costs; this
and Venezuela requiring IFRS for many companies         guidance is intended to help companies transitioning
in 2011; Argentina and Colombia are mandating           to IFRS from local GAAP. In the interim, a
IFRS in 2012. In Asia, India and Indonesia are the      discussion paper, Extractive Activities, was issued in
most recent countries requiring the use of IFRS for     April 2010. In October 2010, the research project was
many of their listed companies. Africa is not far       paused to allow the IASB to conclude deliberations
behind, with Nigeria planning for transition using a    on its future workplan. The Board’s next step will
phased-in approach from 2012 to 2015.                   be to determine, based on the completed research
                                                        project, whether to add a proposed project for
Implications for the U.S. energy sector                 extractive activities guidance to its future agenda.
Here in North America, our neighbors to both the        For now, energy companies will have to rely on only
north (Canada) and the south (Mexico) have charted      limited industry-specific guidance.
a path to mandatory use of IFRS. While the United           Some of the other standards that will impact
States remains the lone holdout, the staff paper        energy companies include IAS 36, Impairment of
details a method for incorporating IFRS into the U.S.   Assets, and IAS 16, Property, Plant and Equipment.
accounting system.                                      The transition to international standards in these
    The staff paper described an endorsement            two areas may involve a substantial amount of work,
approach whereby existing standards would               since both standards generally require consideration
be reviewed and grouped into several tiers: (1)         of a much more precise unit of account. Fixed assets,
completed Memorandum of Understanding                   for example, are capitalized based on replaceable
(MOU) projects, (2) IASB agenda projects, and (3)       components. Goodwill and other intangible assets,
projects with no current revisions planned. Under       similarly, are evaluated for impairment at the level of
the proposal, convergence would be determined           the cash-generating unit that is used to aggregate and
separately for each group. The SEC was clear that it    analyze financial data. This will compel companies
is considering comments and refinements or alternate    to maintain records and evaluate transactions at a
approaches and expects to make a decision in the        much more detailed level than they are accustomed to
coming months. That decision is likely to be highly     under U.S. GAAP.
dependent on current key convergence projects
regarding topics of significant importance to the       Why the time to act is now
energy industry: leasing, revenue recognition and       With U.S. standard setters not yet charting a path
financial instruments.                                  toward the use of IFRS, why should U.S. companies
    The proposed leasing standard, which will be        be concerned about international standards? Much
applicable to leases of oil and gas properties, would   as they were during the evolution of Sarbanes-Oxley
put the majority of leases on companies’ balance        (SOX) Section 404 and FASB Interpretation No.
sheets and effectively front-load expense for lessees   48 (FIN 48), companies in the United States are in
and income for lessors. The revised leasing standard    wait-and-see mode until the SEC announces a formal
is currently being re-exposed and is not expected to    plan for the use of international standards. Lacking
be finalized until at least mid-2012.                   any substantive guidance for energy and extractive




                                                                                  Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 19
activities, many U.S. companies will postpone planning                    From the investor perspective, common
for transition to IFRS for the foreseeable future.                    accounting standards decrease the number of
     For many, however, this tactic may result in a                   financial reporting languages a user must master.
competitive disadvantage. Awareness of IFRS and                       True, dialect differences remain, but these can be
the basic differences between it and U.S. GAAP                        caused by a variety of factors:
is increasingly important for companies requiring                     •	 Differences in interpretation due to common
access to global capital markets. Most global                             practices carried over from a country’s prior
creditors, vendors and even regulators of state-owned                     reporting standards
natural resources arrange contractual obligations                     •	 Differences in transitional guidance that may
using metrics tied to global reporting standards as                       prohibit or require certain accounting treatments
their domestic markets transition to IFRS. Some of                    •	 Lack of detailed application guidance
the common areas causing differences are discussed                    •	 Flexibility in choosing alternative accounting
above. Other classification differences impacting the                     policies (keeping in mind that different standards
balance sheet can also influence key financial metrics                    do not always mean different outcomes)
dramatically. For example, a company’s current ratio
may be affected by reclassifying all deferred taxes to                    Finally, as the United States moves closer to
noncurrent for IFRS purposes. Or a company may                        IFRS, companies with an awareness of the new
find that while it cured a debt covenant violation                    standards will be in the best position to manage
prior to finalizing the financial statements, the                     upcoming changes to U.S. GAAP and minimize their
entire obligation must be classified as current based                 impact on operations. Indeed, these companies will
on a purely technical violation as of the year-end.                   be most capable of adopting IFRS in the next 18 to
Some statements of financial position will be highly                  24 months, based on a typical timeline (Figure G).
volatile, particularly in the year of conversion, as a                This timeline assumes that a company will evaluate
result of the optional use of fair value measurements                 common accounting policies across consolidated
for intangible and fixed assets.                                      groups and make changes to IT systems, hiring and
     Additionally, many players in the global MA                     compensation policies, and contract negotiations.
market are using IFRS as a common basis for                           In other words, these companies will have a
evaluating transactions across the industry.                          competitive advantage when the United States
With IFRS conformity increasing on a global scale,                    ultimately taps into the global accounting pipeline.
a U.S. GAAP metric becomes difficult to compare
with existing benchmarks. Companies may find                          Figure G: A typical timeline for IFRS adoption
that capital markets are interested in common                         Example: 2012 IFRS reporting timetable for a March 31 year-end company
measurement metrics under IFRS rather than
                                                                      IFRS                                                                            IFRS
U.S. GAAP. For example, one company I’m familiar                      trasition                                                                       reporting
with translates all U.S. GAAP reporting information                   date                                                                            date
                                                                                  2010/11                              2011/12
to IFRS solely for the purpose of entering the global
private equity market because, as one company                            Comparative year under IFRS           First effective year under IFRS

executive says, “the game is played globally, so we
have to react globally.” Acquirers see common global                      Q1          Q2    Q3         Q4      Q1        Q2         Q3           Q4

accounting methods as a time and cost efficiency,                     April 1, 2010                         March 31,2011      June 20, 2011          March 31, 2012
                                                                      IFRS opening                          Last local         First quarterly        First IFRS
while acquired companies find that interest in an                     statement                             GAAP financial     report under           financial
investment increases as it grows competitive under                    of position                           statements         IFRS                   statements

common measurement standards. Companies
that aren’t prepared risk turning off investors that
might otherwise spend the resources needed to
improve technology systems, catalog and coordinate
accounting methods, or create duplicative reporting
systems for U.S. GAAP.




20 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
Implications



The issues identified as concerns in this year’s
survey—price volatility, finding and retaining talent,
the need to operate more efficiently—are not likely
to go away in the coming months. Leading energy
companies are managing this uncertain environment
through a variety of means, all coordinated from the
top of the house in a strategic and holistic way.
•	 Risk management—Employing ERM
    programs to make better strategic decisions and
    redeploy capital effectively, and incorporate
    risk management in financial reporting and the
    corporate culture.
•	 Transactions—Turning to acquisitions and joint
    ventures to share risk, increase capital and expand
    access to new technologies.
•	 Accounting standards—Getting ahead of IFRS
    requirements to open more doors to sovereign
    wealth funds and other global investors that may
    be interested in investing in high-risk energy
    ventures but demand consistency in reporting.
•	 Talent—Benchmarking and tailoring benefits and
    compensation programs to remain competitive
    and take advantage of the information now
    available through newly enhanced compensation
    disclosure requirements in the U.S.
•	 Operating efficiency—Focusing on improved
    cash management and working capital strategies,
    assessing changes to IT management and
    opportunities provided by cloud computing, and
    improving the tax function to capitalize on all
    available incentives and structure the overall tax
    organization for optimal tax advantage.




                                                          Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 21
Demographics



About the survey                                                         About Grant Thornton
This is the 10th Survey of Upstream U.S. Energy                          Grant Thornton LLP is the U.S. member firm of
Companies commissioned by Grant Thornton.                                Grant Thornton International, one of the six global
The survey was conducted via mail and Internet                           accounting, tax and business advisory organizations.
from November 2011 through January 2012, with                            Through member firms in more than 100 countries,
more than 100 responses from senior executives                           including 49 offices in the U.S., the partners of
of independent oil and gas exploration and service                       Grant Thornton member firms provide personalized
companies. Survey topics included price and                              attention and the highest quality service to public
employment forecasts, capital spending plans,                            and private clients around the globe.
regulatory and legislative developments, and
new areas of opportunity. Issues explored by the                         National Energy Practice
Grant Thornton Survey of Upstream U.S. Energy                            Grant Thornton’s National Energy Practice is
Companies were identified by seasoned professionals                      dedicated to serving the accounting, tax and business
in Grant Thornton’s Energy Practice. The figure                          advisory needs of public and privately owned
below indicates the demographics of the companies                        energy companies. Headquartered in Houston,
that responded to the survey questionnaire.                              Grant Thornton’s Energy Practice group has
                                                                         experience in all segments of the industry with
Demographics                                                             a focus on exploration and production, drilling
Exploration and production companies	                            75%     and energy services, pipeline and distribution,
Gathering and transportation companies	                           8%     and refining and marketing. Grant Thornton’s
Service companies	                                               13%
                                                                         experienced team of energy professionals provides
Other companies	                                                  4%
                                                                         the following industry-specific services:
Average total assets at the end of fiscal 2011	          $1.63 billion
Average projected revenues for fiscal 2011	              $544 million    •	 audit
Public	27%
                                                                         •	 governance risk and compliance
Private - C Corp	             15%                                        •	 federal tax
Private - S Corp/Partnership	 38%                                        •	 international tax consulting
MLP	20%
                                                                         •	 state and local tax consulting
                                                                         •	 forensics, investigations and litigation
                                                                         •	 information technology
                                                                         •	 performance improvement
                                                                         •	 business strategy
                                                                         •	 restructuring and turnaround
                                                                         •	 transaction advisory services
                                                                         •	 valuation




22 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
Contact information



Energy practice key contacts           Office locations                      Illinois                             Oklahoma
Cleveland                              National Office                       Chicago 	             312.856.0200   Oklahoma City 	      405.218.2800
Rick Gross, Audit Partner              175 W. Jackson Blvd., 20th Floor      Oakbrook Terrace 	    630.873.2500   Tulsa 	              918.877.0800
T 216.858.3627                         Chicago, IL 60604-2687                Schaumburg 	          847.884.0123
                                       312.856.0200                                                               Oregon
Patrick Gable, Audit Partner                                                 Kansas                               Portland 	           503.222.3562
T 216.858.3537                         Washington National Tax Office        Wichita 316.265.3231
                                       1250 Connecticut Ave. NW, Suite 400   Maryland                             Pennsylvania
Dallas                                 Washington, DC 20036-3531             Baltimore 	          410.685.4000    Harrisburg 	         717.265.8600
Kenneth Clay, Audit Partner            202.296.7800                                                               Philadelphia 	       215.561.4200
T 214.561.2290                                                               Massachusetts
                                       Alaska                                Boston—N Station 	    617.723.7900   Rhode Island
Denver                                 Anchorage	907.264.6620                Boston—Fin Distr. 	   617.226.7000   Providence 	         401.274.1200
Bruce Johnson, Audit Senior Manager                                          Westborough 	         508.926.2200
T 303.813.4000                         Arizona                                                                    South Carolina
                                       Phoenix 	             602.474.3400    Michigan                             Columbia 	           803.231.3100
Houston                                                                      Detroit 	             248.262.1950
Brandon Sear, National Energy          California                                                                 Texas
Practice Leader                        Irvine 	              949.553.1600    Minnesota                            Austin 	             512.391.6821
T 832.476.5048                         Los Angeles 	         213.627.1717    Minneapolis 	         612.332.0001   Dallas 	             214.561.2300
                                       Sacramento 	          916.449.3991                                         Houston 	            832.476.3600
Loretta Cross, CARS Managing Partner   San Diego 	           858.704.8000    Missouri                             San Antonio 	        210.881.1800
T 832.476.3630                         San Francisco 	       415.986.3900    Kansas City 	         816.412.2400
                                       San Jose 	            408.275.9000    St. Louis 	           314.735.2200   Utah
Susan Floyd-Toups, Tax                 Woodland Hills 	      818.936.5100                                         Salt Lake City 	     801.415.1000
Executive Director                                                           Nevada
T 832.476.3631                         Colorado                              Reno 	                775.786.1520   Virginia
                                       Denver 	              303.813.4000                                         Alexandria 	         703.837.4400
Kansas City                                                                  New Jersey                           McLean 	             703.847.7500
Greg Payne, Audit Partner              Connecticut                           Edison 	              732.516.5500
T 816.412.2400                         Glastonbury 	         860.781.6700                                         Washington
                                                                             New York                             Seattle 	            206.623.1121
Oklahoma City                          Florida                               Albany 	              518.427.5197
Kevin Schroeder, Audit Partner         Fort Lauderdale 	     954.768.9900    Long Island 	         631.249.6001   Washington, D.C.
T 405.218.2800                         Miami 	               305.341.8040    Downtown 	            212.422.1000   Washington, D.C. 	   202.296.7800
                                       Orlando 	             407.481.5100    Midtown 	             212.599.0100
Tulsa                                  Tampa 	               813.229.7201                                         Wisconsin
John Meinders, Audit Partner                                                 North Carolina                       Appleton 	           920.968.6700
T 918.877.0800                         Georgia                               Charlotte 	           704.632.3500   Madison 	            608.257.6761
                                       Atlanta 	             404.330.2000    Raleigh 	             919.881.2700   Milwaukee 	          414.289.8200
Tim Ogden, Tax Practice Leader
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Grant Thornton - Survey of Upstream U.S. Energy Companies 2012

  • 1. GRANT THORNTON LLP SURVEY OF UPSTREAM U.S. ENERGY COMPANIES 2012 The state of the industry— An engine for U.S. growth
  • 2. Table of contents 3 A view from the top 6 Major findings 8 2011 Economic year in review 1 0 Prices and spending 1 1 Enterprise risk management— Risk in the spotlight 13 EP industry—Key MA transaction risks 15 Employment 1 6 Industry issues and opportunities 1 Global use of IFRS—When, not whether 8 21 Implications 22 Demographics
  • 3. A view from the top We are living in a world of uncertainty, with We also completed two private placements of downward price pressures caused by both the common stock, bringing in more than $35 million of European debt crisis and slower economic growth new equity, some of which has come from Europe. in non-Organization for Economic Cooperation As a result, we have reduced our total debt by and Development (OECD) countries being offset $18 million, extended the maturity of our debt by continued unrest and turmoil in the oil-producing facilities to 2016, and substantially strengthened our regions of the Middle East and North Africa. cash position and shareholders’ equity. Our move to As Winston Churchill once said, “Without the NYSE Amex has had a tangible positive effect on a measureless and perpetual uncertainty, the our company and has opened our universe to many drama of human life would be destroyed.” potential investors for whom a listing on a national The energy sector is booming and is one of the exchange is a prerequisite. few areas of job growth. Major oil companies seem to be switching their focus to the United States not only Across the industry, new issuances of leveraged to achieve production growth, but also to position loans were down drastically in 2011, and deal spreads themselves for a longer-term investment in natural were higher than in 2010. In contrast, private equity gas. Companies with more of an international flavor financing appears to be up, mostly targeting capital- might see domestic acquisitions of shale players as an intensive shale plays. The end of 2011 saw a move entrée into more lucrative overseas opportunities in towards new public offerings for energy stocks with Eastern Europe, China and India, where higher gas up to 20 IPOs being considered. prices can be achieved. J. Paul Getty said that without MA activity was slow at the beginning of the the element of uncertainty, the bringing off of even year but picked up in the latter half. Depressed the greatest business triumph would be dull, routine prices have caused smaller operators to sell to larger and eminently unsatisfying. We are perhaps starting companies, although many seem to favor joint to see the opening moves of a paradigm shift toward ventures as an entry point into key unconventional natural gas, even though higher gas prices are still a plays. Obviously most of the industry’s attention has few years away. been on unconventional plays during the last several The United States is an attractive place for equity years, and most MA activity has been concentrated investors, especially for Europeans. We have already in this sector. But instability in the markets has led seen European majors make significant investments in this country. The European debt crisis and its to a widening of the gap between buyers’ and sellers’ implications for global financial stability have led to expectations. Oil is being valued higher than natural nervousness among debt investors. High-yield debt gas—but not as markedly as in 2010, and there are a markets were fairly buoyant in the first half of 2011 growing number of gas-weighted acquisitions. but have dried up since. Saratoga Resources Inc. was We are also seeing the start of consolidation in the fortunate to raise $127.5 million in a high-yield bond natural gas sector. There is further consolidation offering in July before the markets tightened. coming among shale players. Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 3
  • 4. Unconventional has become the new Currently, over 60% of our production is conventional, and a handful of companies such weighted toward oil versus gas. We like to say that as Saratoga are taking advantage of positions in we are oilier than many of our peers, but we like to opportunity-rich conventional plays with multiple maintain a balanced approach to oil and gas, and we stacked pays and large held by production (HBP) are bullish on natural gas for the longer term. Having lease positions, not to mention premium pricing for multiple stacked pay sands and HBP positions with crude oil. Saratoga has been receiving a $15–30/barrel 100% working interest enables us to develop these premium over West Texas Intermediate (WTI) for gas reserves when it makes sense. Light Louisiana Sweet (LLS) and Heavy Louisiana Some of the most attractive features of shale Sweet (HLS) crude since early 2011 although this plays are the long-lived nature of the reserves, the spread has tightened at year end. We like to say repeatability, the high probability of success and large we are pursuing good old-fashioned oil and gas, and lease positions. Saratoga sees the same attributes in its we are happy to be receiving close to Brent pricing conventional South Louisiana assets. Our Grand Bay for crude oil. Field has never had a dry hole drilled in its confines. Crude oil prices will likely remain volatile. The field has had more than 70 years of productive Uncertainty lies in how non-OECD growth will life, with production of over 250 million barrels of oil offset OECD stagnation and its effect on oil demand. since 1938 from over 64 stacked pay sands, yet it still Domestic crude oil production is likely to increase offers tremendous potential, both shallow and deep. in 2012 because of renewed activity in liquid-rich We have low decline rates in our wells, not shale plays like Bakken and Eagle Ford. Many the sharp declines typical of resource plays. independents are emphasizing their move to liquids, We have several wells whose commercial production and clearly project economics are improved by the dates from the 1940s. One well has over 50 years more liquid-rich portions of the unconventional plays. of production from the same sand, and it is still Natural gas prices are expected to remain fairly producing at over 20 barrels of oil per day (BOPD) flat and experience downward pressure in 2012, today. We just completed a well in Main Pass 46 driven by increased supply from unconventionals, with 13 pay sands, only six of which were proved coupled with slower growth and lower demand. undeveloped reserves (PUDs); completed the well Henry Hub natural gas spot prices will likely average in a sand that was categorized pre-drill as probable; lower than they did in 2010. The rate of growth in and found six pay sands that were never previously domestic natural gas production is expected to slow booked. We call that lagniappe and have lots of that in 2012. Gas supply will probably grow because of in our assets. increased drilling to preserve lease positions. We are skeptical about the commerciality of most Saratoga can still make good money below shale plays, given the current gas prices. This is due $3/Mcf (thousand cubic feet) gas with respect to to (1) the sharp decline in initial production (IP) our conventional gas assets and do not have lease rates, (2) outrageously high leasing costs, (3) the high expiration issues because most of our leases are HBP costs to fracture, and (4) the likely need to refracture leases. An important metric that drives rig count, specific wells to sustain production. Technological which in turn puts downward pressure breakthroughs in horizontal drilling and hydraulic on gas pricing, is lease expirations in shale plays. fracturing have improved shale economics, but The domestic rig count is up substantially in 2011, uncertainty remains regarding well productivities despite lower prices and reduced demand, and is and recoveries. expected to grow by 10% in 2012. There are not Like many of our peer companies, we will fund enough rigs available to drill beyond the initial terms all capital spending from existing cash flows and cash of the leases, so new rigs are under construction. on the balance sheet. We expect to have additional Some companies are consolidating positions in liquidity through a revolver in the near future. the shallow-water Gulf of Mexico, while assets are Saratoga is currently focused on development drilling discounted in response to permit delays. There is also and converting its PUD properties. Some of our a lot of anticipation of McMoRan Exploration Co.’s development wells have an exploratory tail where Davy Jones testing in the shallow Gulf ultra-deep we are looking for a little more upside, and our deep play, where a number of deep and ultra-deep wildcats prospects have shallower low-risk bailouts, but we have been drilled during the year. are essentially a low-risk development company 4 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 5. at this stage of our growth, with a serious eye on LLS/HLS premiums over WTI . In addition, we have managed risk exploration in the future. With the tremendous upside—including shallow exploration addition of liquidity from our improved operating targets above 5,000 feet with 50 Bcf of potential, plus cash flows and equity infusions, we have substantially deep exploration targets with 10 Tcf of potential, all increased our development budget; we spent among our large HBP leaseholdings. $28 million in 2011, up considerably from the last We have gained momentum on numerous fronts, three years, with just over half this amount being achieving several long-standing objectives, and we devoted to drilling and completion. Our criteria for feel we are now positioned to realize what we believe approving projects are internal rate of return and time is the great untapped value of our resource portfolio. to payout. Almost all of our projects have a payout In addition to improving our operations, we have time of less than twelve months. Saratoga’s capital made great strides in strengthening our balance sheet. budget for 2012 is expected to be close to $50 million. Moving forward, we fully expect our program of We find it a very cooperative regulatory recompletions and workovers, together with our environment in Louisiana, with no permit delays. infrastructure projects and development drilling It is a pleasure working with Gov. Bobby Jindal program, to increasingly contribute to meaningful and Department of Natural Resources Secretary production growth as production levels from shut-in Scott Angelle. We love the operating environment and curtailed wells are brought to capacity and new in Southern Louisiana. The state ranks fourth in the wells are brought online. United States in crude oil production and fifth if Mark Twain said, “We are discreet sheep; we the Gulf of Mexico is included. Saratoga currently wait to see how the drove is going, and then go with ranks 18th in terms of oil producers in the state. the drove.” Saratoga is not following the drove. Saratoga has strong institutional and retail We see where they are headed, but in common with participation in its equity and a growing market a handful of our peers, we like our current pastures. capitalization. We have attractive conventional assets located in state and parish lands of Louisiana, with an abundance of low-risk development opportunities. We are converting our reserves with an active development drilling program. And we are weighted Andy C. Clifford President, Saratoga Resources, Inc. toward oil in our current production with
  • 6. Major findings Upstream U.S. energy companies are no strangers to price volatility, but even the most grizzled industry veterans had to acknowledge that 2011 was a wild ride. Grant Thornton LLP’s 10th Survey of Upstream U.S. Energy Companies revealed a continued broad range of predictions for natural gas and crude oil prices. Still, our respondents are not letting the uncertainty affect their expansion plans. The survey reveals increasing expectations that employment will pick up in the months ahead, after the sector contributed a significant boost to the U.S. labor market in 2011. Capital spending plans remain relatively unchanged, with a majority still expecting to spend more than they did the year before. More than three-quarters are optimistic that new shale reserves will put the country in a position to address its dependence on foreign oil. Price expectations 77% • Our survey respondents expect the spot price of • Forty-one percent anticipate the price of crude Henry Hub natural gas to average $3.91 per Mcf will be high enough to support more than a in 2012, $4.30 in 2013, and $4.69 in 2014. 20% increase in drilling activity this year, down • Sixteen percent predict the price of natural gas from 55% a year ago. believe new will be high enough to support more than a • Expectations for the spot price of natural gas reserves found in 20% increase in drilling activity in 2012, in 2014 range from $3 to $8 per Mcf; oil price shale will play a up from 8% in 2011. forecasts for the same period range from factor in changing • Respondents expect the price of West Texas $75 to $150 per barrel. the nation’s Intermediate crude oil to average $93.14 per barrel • Uncertain natural gas and crude oil prices remain dependence on in 2012, $97.09 in 2013, and $101.75 in 2014. the industry’s top concern. foreign oil. 6 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 7. Capital spending outlook “ ow, more than ever, today’s N • Sixty-three percent of respondents anticipate increasing their domestic capital expenditures in oil and gas companies should be 2012, down from 71% in 2011. focusing on managing risk. Finding • Foreign capital outlays should remain relatively and producing oil and gas has unchanged this year, as 82% of respondents anticipate holding the line on such expenditures. always been an inherently risky • The maximum acquisition price companies business, but today there is far are willing to pay for conventional proved less margin for error than there reserves is $2.49 MMbtu, down from $2.57 was just a decade ago.” in last year’s survey. Alan Millis Employment outlook Managing Director, Business Advisory Services, Grant Thornton LLP • Seventy-one percent of respondents expect employment levels to rise at their companies Industry issues and opportunities in 2012, up from 61% in 2011 and 50% in 2010. • Seventy-seven percent of respondents believe (Figure A) new reserves found in the various shale plays in • Eighty-six percent believe employment levels the U.S. shift or change the nation’s dependence in the oil and gas industry will increase this year, on foreign oil. up from 56% in 2011 and 33% in 2010. (Figure A) • While 28% of those surveyed believe their • More than half (55%) anticipate difficulties hiring company will qualify as an “end user”, 65% have and retaining employees in 2012, up from 22% not begun to implement the documentation and in 2011; availability of technical staff was rated reporting required by the Dodd-Frank Act. third among the industry’s top concerns. Figure A: Projected increases in employment levels (%) 2010 50 Company 2011 61 2012 71 Oil and gas industry 2010 33 2011 56 2012 86 0 20 40 60 80 100 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 7
  • 8. 2011 Economic year in review Loretta Cross, Managing Partner, Energy Advisory Services and Partner, Corporate Advisory Restructuring Services, Grant Thornton LLP Rob Moore, Director, Corporate Advisory Restructuring Services, Grant Thornton LLP A number of events and developments directly • Nuclear and alternative energy sources falling affected the energy industry during 2011. from favor. Before the March 11, 2011, disaster Following are some of the highlights: at the Fukushima plant, nuclear power was • Geopolitical unrest in Libya, Egypt, Tunisia, beginning to be reconsidered in a positive and other Middle Eastern and North African light, but the incident soured public opinion. countries. The civil war in Libya has resulted As heavily subsidized manufacturers from China in approximately 1.8 million barrels per day and elsewhere flooded the world markets with of oil production no longer being available; low-cost solar panels, U.S. companies Solyndra however the larger implications of this conflict and Evergreen Power filed for bankruptcy; these will be playing out for some time. And recently, filings led to a steep decline in public support a joint exploration program proposed by the for government funding of alternative energy autonomous Kurdish region and ExxonMobil development. The wind power production tax has raised the ire of the Iraqi central government credit, the ethanol tax credit and related import over jurisdiction. tariffs all expired at the end of 2011. • Sharper scrutiny of hydraulic fracturing. • The beginnings of a rebound in Gulf of Various federal, state and local authorities Mexico drilling. While deep well permits are are looking to regulate or restrict hydraulic nowhere near 2008–2009 levels, regulators fracturing, and more studies are being conducted. approved 38 such permits in 2011 (versus four A recent earthquake near Youngstown, Ohio, during 2010 after April), 31 of which came in that is being attributed to the injection of the last six months of the year. Rig utilization wastewater from hydraulic fracturing into a and day rates have also improved. The Bureau disposal well will likely intensify the review of of Ocean Energy Management, Regulation and fracking processes and their byproducts. Enforcement (BOEMRE) recently completed Oil and Gas Lease Sale 218, which was the first Gulf of Mexico lease sale since the Deepwater Horizon incident. The winning bids totaled more than $337 million from 20 companies, including BP. “ ergers and acquisitions were numerous in the energy industry M during the year, with announced transactions reaching almost three times their 2010 total.” 8 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 9. • The issuance of new regulations. In December More equity capital was also made available 2011, the Environmental Protection Agency during 2011. In the public markets, IPOs for (EPA) issued final regulations limiting emissions companies in exploration and production as well of mercury and other pollutants from fossil-fired as energy services raised almost $2.4 billion during power plants. Compliance by the industry is 2011—nearly $1 billion, or 70%, more than they required within three years and is expected to did in 2010. And public equity offerings in 2011 cost $10 billion annually, and many utilities are totaled in excess of $9.5 billion, up by more than worried that older coal-fired plants might have 17% from $8.1 billion in 2010. to shut down. Congress may move to modify the 2012 capital budgets that have already been rule or extend the timeline for compliance, and announced indicate optimism, with most of them utilities are likely to initiate litigation against the exceeding 2011 levels by an average of 15–30%. enactment of the regulations. As we enter 2012, the industry faces a variety of ongoing challenges—the critical need for safety Last year, we believed that 2011 would allow in its operations; environmental concerns, including industry players to pursue growth opportunities, issues regarding hydraulic fracturing; increasingly and this supposition has been shown to be correct. expensive technological requirements; and political Mergers and acquisitions were numerous in the instability in many areas of the world. Many industry energy industry during the year, with announced analysts are bullish on oil, with most predicting transactions reaching almost three times their 2010 that prices will materially exceed $100 per barrel total. In addition, transaction sizes increased during during the year. Analysts are generally bearish on 2011. The three largest transactions announced— natural gas given the struggles in the market to Kinder Morgan’s purchase of El Paso, Duke Energy’s balance supply with demand; most analysts are acquisition of Progress Energy, and BHP Billiton’s reducing their price expectations for the year to purchase of Petrohawk Energy—represented under $4/thousand cubic feet. aggregate consideration of more than $87 billion; this In summary, 2011 brought significant growth to amount is greater than the combined consideration the industry. Those participants that are positioned for the 11 largest acquisitions announced in 2010. to manage the challenges discussed above are likely Aggregate consideration for all transactions in 2011 to experience another attractive year in 2012. whose values were reported totaled more than $312 billion, as compared with $216 billion in 2010. Joint ventures, which are primarily used to acquire interests in natural gas shale acreage, again contributed sizable amounts of capital to the industry in 2011. As in prior years, the majority of joint venture transactions involved foreign partners whose investment objectives also included making their energy supply secure and gaining access to technological and production knowledge. Some of the most notable joint ventures are listed below: • Consol Energy/Noble Energy—$3.4 billion • Devon Energy/Sinopec—$2.5 billion • Chesapeake Energy/Total—$2.32 billion • Consol Energy/Hess Corp.—$600 million Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 9
  • 10. Prices and spending Volatility in natural gas and crude oil prices is making Even so, the responses vary widely. For example, it exceedingly difficult to forecast where they are individual estimates for the average price of natural heading in the near future. Estimates for the spot gas range from a low of $3 per Mcf in 2012 to price of Henry Hub natural gas this year differ by a high of $5.10. Crude oil prices were no easier as much as $2.10 per Mcf at the extremes, while the to pin down, with 2012 estimates ranging from spread between the highest and lowest forecasts for $75 to $115 per barrel. the price of West Texas intermediate crude oil is Respondents believe the average price of $40 per barrel. The majority of respondents believe natural gas must be $5.29 per MMbtu to justify a neither will approach the price levels needed to 20% increase in U.S. drilling activity, down from support an increase in drilling activity of 20% or $5.69 a year ago. Sixteen percent of respondents more. As a group, they are more optimistic about expect that natural gas prices will reach that their capital spending plans. threshold, compared to 8% in 2011. Eighty-eight percent said they would curtail production if prices Average price projections were less than $4 per MMbtu in 2012. Our respondents predict that natural gas prices will recover this year, with the average expectation for the spot price of Henry Hub natural gas exceeding “ atural gas production continues N $4 per Mcf by 2013. They anticipate the price of to outpace demand, resulting in West Texas intermediate crude oil hovering near the a few notable companies electing $100 level over the next several years. (Figure B) to curtail gas production in 2012. Figure B: Average price expectations Although uncertain and volatile prices are inherent in the industry, Year Natural gas Crude Oil it is difficult to be optimistic about 2012 $3.91 per Mcf $93.14 per barrel 2013 $4.30 per Mcf $97.09 per barrel a significant and sustained run up in 2014 $4.69 per Mcf $101.75 per barrel gas prices in the near future.” Brandon Sear Leader, National Energy Practice, Grant Thornton LLP 10 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 11. Enterprise risk management— Risk in the spotlight Alan Millis, Managing Director, Business Advisory Services, Grant Thornton LLP Now, more than ever, today’s oil and gas companies • Water management—State and local restrictions should be focusing on managing risk. Finding and or lack of proximity to an adequate water supply in producing oil and gas has always been an inherently certain geographic areas is making it more difficult risky business, but today there is far less margin for to obtain sufficient water for fracturing wells. error than there was just a decade ago. The explosion • Security—Increasingly sophisticated “cyber- of social media has sparked a new wave of social terrorists” are an emerging threat to production activism and increased pressure on politicians and control (measurement/flow) systems. regulators to thoroughly scrutinize the business practices of EP companies. Of course, it’s one thing to identify risks and As a result, leading EP companies are quite another to manage them in a cost-effective way. implementing or enhancing an enterprise risk That’s why a risk inventory is just the first step management (ERM) program to more confidently in implementing an ERM program. Once a company manage major risks that naturally occur in the EP has accomplished this, it should evaluate each risk business. Optimally designed, an ERM program in terms of 1) potential financial impact to the produces a standardized and comprehensive risk business, 2) likelihood or probability of occurrence, inventory that arms board members, company and 3) the speed at which risk events can have an executives and department managers with the impact on the business. information they need to identify the risks that are ERM is much more than a process for tracking most important to the company’s strategy. risks. According to a recent study by the American Discussions with many of our EP clients found Productivity and Quality Center, organizations that they are placing more emphasis than before on with mature ERM programs in place “reach beyond addressing operational risks, specifically: process design and mechanics… and aim to influence • Environmental—The inherent potential for culture, people and mental models.” In this regard, release of pollutants or spills which cause ground, a mature ERM function engenders a high degree air or water contamination; companies are of change management, necessitating the active focused on honing their ability to quickly and involvement of senior leaders. We recommend effectively respond to such a crisis. that our clients follow a “top-down” approach • Regulatory—Greater challenges in complying where executives engage each functional leader in with evolving regulatory requirements and the organization, particularly in operational areas, inconsistent enforcement of rules in jurisdictions, to continuously build knowledge and expertise particularly in emerging resource plays where throughout the organization about key business risks regulators have limited experience with oil and and related risk mitigation strategies. gas operations. Given the increasing complexity of risks facing • Public relations—The proliferation of social EP companies and the speed with which missteps are media is significantly increasing the velocity disseminated, oil and gas business executives may be with which company news is disseminated to tempted to err on the side of caution and shoot down the public, prompting companies to devise new new opportunities that could put them in a position to strategies for shaping news coverage and opinions. expand the business. A well-managed ERM program • Contractors—An insufficient supply of positions business leaders to resist this temptation and adequately trained well site contractors in the pursue each new potential venture with the confidence newer resource plays. that they’re prepared for whatever might come. Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 11
  • 12. When asked the same question for crude oil Of course, those plans hinge on where prices head prices, respondents set the average price floor at this year, as forecasted natural gas and crude oil prices $99.37, an $11.44 increase from last year. Forty-one rank in our survey as the most important factors in percent believe crude oil prices will be high enough to capital spending decisions. Other factors, ranked by support a 20% increase in drilling activity this year, order of significance, include: availability of attractive down from 55% a year ago. Sixty-six percent indicate drilling prospects, capital availability, projected that oil production would be cut if prices were less demand for natural gas and crude oil, drilling rig than $70 per barrel, though none of our respondents availability, availability of skilled personnel, regulatory expect prices to dip that low this year. requirements or constraints, and tax considerations. Our respondents said they would pay a maximum of $2.49 per MMbtu for conventional proved natural Figure C: Plans for capital spending in 2012 compared gas reserves, and $52.16 per barrel of crude oil. to 2011 for U.S. and foreign expenditures (%) Increase significantly 21 U.S. Capital spending outlook (more than 20%) 8 expenditures While a lesser percentage of respondents than last year Increase somewhat 41 Foreign anticipate increasing their domestic spending, they are (up to 20%) 10 expenditures still in the solid majority (63%). Eighteen percent plan No change 27 to spend more in overseas markets in the coming year, 82 with the remaining 82% predicting they will hold Decrease 11 steady with last year. (Figure C) 0 0 26 52 78 104 130 12 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 13. EP industry—Key MA transaction risks Brandon Cradeur, Managing Director, Transaction Advisory Services, Grant Thornton LLP It might surprise some that Houston ranked second MA transaction can alter a company’s future only to New York City for MA deal value significantly. The challenge is that most companies during the first nine months of 2011.* To be sure, are operationally focused and typically do not have this was a notable achievement, considering that sufficient MA experience at the executive level or U.S. metropolitan areas such as Chicago and Boston the infrastructure needed to acquire and integrate have a significantly higher presence of venture companies effectively. With so many EP company capitalists, private equity firms and hedge funds earnings and reserve restatements stemming from whose business models essentially consist of buying acquisitions in recent years, it’s clear that the industry and selling companies. is not immune to this challenge. But to those in exploration and production With that in mind, it’s a good idea for EP (EP), Houston’s emergence as a hotbed for MA executives to examine key transaction considerations activity was far from unexpected. Since their primary that are unique to their companies and have the assets (i.e., reserves) are a dwindling resource with potential to negatively impact capital deployment and/ a finite value, EP companies are under constant or cash flows if not properly measured and factored pressure to acquire and exploit reserves or buy other in. Grant Thornton’s Energy Transaction Advisory EP companies when they can’t replace reserves Services group helps companies assess EP transaction organically. Fortunately, their historically strong risks in five overarching categories: (1) reserve and balance sheets and cash positions allowed them to production characteristics, (2) reinvestment, (3) make deals last year, even as many other industries operating and capital efficiency, (4) tax exposures, and and locales were forced to retrench. (5) non-EP operations. Executives should consider a The real surprise is how often EP executives number of essential items within these categories when ask the same question when considering an MA conducting due diligence: transaction: “Since our reserves—and their values—are under the ground, why should we perform financial Reserve and production characteristics due diligence?” My response is always the same: • The impact of historical versus projected “How can a dynamic EP company afford not to?” production volumes and volatility on cash flows. I’ve had the opportunity to work on more • Concentration and diversification among geologic than 200 transactions during my career—as a basins (e.g., percentage of oil versus gas, onshore private equity professional, a director of corporate versus offshore, and number of wells). development in industry, and an MA transaction • The duration that proved undeveloped reserves adviser. Through this experience, I’ve learned that (PUDs) have been on the books, the related understanding key transaction risks—and negotiating drilling program to develop these PUDs, and and structuring the transaction to mitigate them— whether there were significant changes to the are critical to a successful deal. After all, a single drilling program. * Houston Chronicle, Dec. 19, 2011. Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 13
  • 14. • The reserve report, which is a critical report Tax exposures relied upon during EP transactions, presents • Federal, state and local income tax exposures. many risks and estimates that are important to • Sales and use tax, property tax, employment tax, consider, including (1) risks related to whether the escheat, or other applicable tax exposures. report was prepared internally or externally, (2) • Deferred tax assets/liabilities, net operating loss projection sensitivities based on production and (NOL) carryforwards, the depletion deduction forecasted capital expenditures (CAPEX), and allowance, like-kind exchanges, and tax basis (3) estimates generated by comparing the current verification. NYMEX strip with the price deck used. • Historical asset impairment testing and related analyses. “…it’s a good idea for EP executives to examine key transaction considerations that are unique to their companies and have the Reinvestment potential to negatively impact capital deployment and/or cash flows • The reserve life index—calculated by dividing if not properly measured and factored in.” proved developed producing (PDP) reserves by annual production—indicates the potential pressure of capital deployment. Non-EP operations • Comparison of the annual reserve replacement • The potential for significant liabilities related to index, which indicates a company’s ability to other businesses (e.g., midstream, distribution or replace its annual production, with indexes refining/marketing) with different risk profiles, calculated by companies of similar sizes. such as an out-of-the-money trading book • Evaluating a company’s ability to economically from aggressive marketing/trading activity or replace reserves; this evaluation involves looking environmental liabilities from refineries and at historical finding and development (FD) chemical plants. costs based on dollar-per-barrel equivalent (boe). • Calculating an undeveloped lease expiration In addition to looking at these items while waterfall, which identifies potential acreage and conducting their due diligence, EP companies reserves at risk of being lost. should consider factors that fall outside these broader • Drilling and CAPEX assumptions used in categories. Following are some of the questions we developing PUD projections. encourage our clients to answer: Does the asset base, • The reserve acquisition price per boe versus as currently leveraged, generate adequate return historical FD costs. on capital invested? If not, what are the scenarios • The existence of commitments related to seismic to optimize investment? What are the strategic acquisition, CAPEX, drilling, or long-term synergies that can be created by the transaction under take-or-pay contracts with commodity price consideration, and how are they expected to impact caps or floors. the overall value chain? Are hedging programs in place to protect against commodity price exposures? Are Operating and capital efficiency there any joint venture or royalty issues, counterparty • Operating efficiency as measured by the full-cycle risks, or off-balance sheet financing contingencies? cost and expressed as $/boe. The full-cycle cost is The challenge, of course, is finding the best way the average cash cost to produce each boe and the to perform financial and operational due diligence in capital necessary to replace it—in other words, today’s environment of limited or stretched corporate the sum of lease operating expenses (LOE) plus development budgets. Companies can build out general and administrative (GA) burden plus their corporate development departments, engage FD costs. experienced transaction advisory professionals to • Management’s ability to maintain a strong leverage their internal team, or elect to do both. liquidity position as measured by the ratio of Whatever approach a company takes with respect capital spending to cash flows. to due diligence, the rewards for conducting it will be clear: The company will not only make more informed decisions, but also perform its fiduciary duties for its investors and lenders in an optimal way. 14 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 15. Employment 86% After four straight years of low expectations for Hiring and retaining talent hiring, we saw a marked increase in the percentage of A majority of respondents (55%) expect to respondents looking for the industry’s overall level encounter difficulties hiring and retaining employees of employment to rise in the coming months. Many in the coming year, up from just 22% a year ago. expect the seem to believe that these hiring plans will exacerbate (Figure D) They indicate that higher salaries will industry’s overall the war for talent, as a majority now believes their likely be the most popular mechanism they use to employment level companies will have difficulty hiring and retaining attract skilled workers, with larger cash bonuses, to increase over the employees. Given that higher salaries, larger cash equity awards and other enhanced benefits all next year. bonuses and equity awards are widely used to attract drawing at least 50%. Fifty-seven percent predict new workers, companies may have to differentiate increasing compensation for geologists, engineers and themselves in other ways to bring on necessary talent. other professionals by at least 10% this year, up from 21% of respondents in last year’s survey. (Figure E) Employment levels Respondents predict that hiring will pick up in Figure D: Respondents expecting difficulties hiring and 2012 at their companies and in the industry overall. retaining employees in the coming year (%) Seventy-one percent expect their company’s employment level to increase in the coming year, 2011 22 2012 55 compared with 61% in last year’s survey. 0 10 20 30 40 50 60 That figure swelled to 86% when considering the industry’s overall employment; that was a marked Figure E: Respondents planning to increase professional salaries by at least 10 percent (%) increase from the 56% of respondents who expected the industry to add workers last year. (Figure A) 2011 21 2012 57 0 10 20 30 40 50 60 “ he energy sector is booming and is one of the T few areas of job growth. Major oil companies seem to be switching their focus to the United States not only to achieve production growth, but also to position themselves for a longer- term investment in natural gas.” Andy Clifford President, Saratoga Resources, Inc. Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 15
  • 16. Industry issues and opportunities Not surprisingly, respondents list uncertain natural Threats to company value gas and oil prices as the greatest threat to their Respondents list uncertain natural gas and oil prices business. As such, they are increasingly turning to as the greatest challenge facing the industry today. hedging instruments to address that risk, but they Availability of technical staff moved up two spots also agree that additional government incentives to compared to last year’s survey; the issue now ranks increase drilling would be the most effective way as their third biggest concern. Rounding out the list to keep consumer energy prices in check. Those are regulatory requirements, legislative initiatives, surveyed are more concerned than in recent years obtaining capital, environmental considerations, lack about finding skilled workers, and they expressed of good exploration prospects, competition with uncertainty about how to handle rapidly changing larger companies, and litigation concerns. regulatory and tax requirements. Hedging Enhancing company value The survey found that 59% of respondents increased Successful exploitation and exploration of resources the use of hedging instruments over the past year top our respondents’ list of factors with the greatest to effectively manage price risk. More than three- potential for enhancing company value. Those factors quarters (77%) said that hedging instruments were rank ahead of (in order): operating efficiencies, mergers required by lenders. and acquisitions, retaining and attracting people, better use of technology, price risk management (e.g. hedging), capital infusion and asset sales. “ n the public markets, IPOs for companies I in exploration and production as well as energy services raised almost $2.4 billion during 2011—nearly $1 billion, or 70%, more than they did in 2010.” Loretta Cross, Managing Partner, Energy Advisory Services and Partner, Corporate Advisory Restructuring Services, Grant Thornton LLP and Rob Moore, Director, Corporate Advisory Restructuring Services, Grant Thornton LLP 16 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 17. “ ome of the most attractive S features of shale plays are the long- lived nature of the reserves, the repeatability, the high probability of success and large lease positions.” Andy Clifford, President, Saratoga Resources. Inc. The role of government Figure F: Preferred areas of government focus (%) Those we surveyed said government incentives to increase U.S. drilling for oil and gas is the most Open areas for drilling Short term Long term East Coast 34 66 effective mechanism for reducing energy prices West Coast 33 67 for the U.S. consumer. Increased U.S. refining Eastern Gulf Coast 60 40 and processing capacity and increased efficiency Arctic 51 49 Onshore Federal 61 39 through technology are also viewed as significant contributors. Drilling Incentives 51 49 Asked to identify priority areas for the federal 0 20 40 60 80 100 government to focus its support of the industry, Alternative Fuels Nuclear 25 75 respondents said opening onshore federal lands for Solar 15 85 drilling should be its biggest focus in the short term. Wind 26 74 0 20 40 60 Clean coal was the top vote-getter for alternative fuel Geothermal 28 72 Biomass 25 75 policies in the short term, coming in well ahead of Clean Coal 53 47 other options such as biofuel, geothermal and wind Biofuel 33 67 energy. Carbon emission credits are seen as a near- 0 20 40 60 80 100 Environmental safeguards 41 59 term priority by less than a third of respondents. (Figure F) Carbon emission credits 29 71 The shale gas boom RD Credits Grants 43 57 Seventy-seven percent of respondents believe Tax credits 50 50 new reserves found in the various shale plays in the U.S. will shift or change the nation’s dependence on foreign oil. The Dodd-Frank Act Only 28% of respondents believe they will qualify as an “end user” and therefore be exempted from complying with the Dodd-Frank Act. Even so, nearly two-thirds (65%) have not begun to implement the documentation and reporting required by the law. Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 17
  • 18. Global use of IFRS— When, not whether April D. Little, Partner, Transaction and Risk Advisory Services and Practice Leader, IFRS Tax, Grant Thornton LLP A flock of nearly 2,000 public accountants and For its part, the International Accounting industry professionals converged on the nation’s Standards Board (IASB) has indicated that it may capital in December for the 2011 AICPA National be time to discontinue convergence efforts with the Conference on Current SEC and PCAOB Financial Accounting Standards Board (FASB), as Developments. What drove us all to D.C.? A suggested in recent speeches by IASB Chairman common viewpoint was that we would finally hear Hans Hoogervorst. At the AICPA conference in how and when International Financial Reporting Washington, he stated that the convergence efforts Standards (IFRS) would be incorporated into the have been “extremely useful in getting us to a point U.S. financial reporting system. The anticipated where IFRS and U.S. GAAP are much improved and announcement was expected to reflect thoughts closer together” but may be most beneficial when initially publicized in a May 26, 2011, Staff Paper, directed toward other countries pursuing convergence Work Plan for the Consideration of Incorporating paths. His comments were generally indicative of the International Financial Reporting Standards into the best method of adoption, incorporating the approach Financial Reporting System for U.S. Issuers: Exploring outlined in the staff paper, but he seemed cautious a Possible Method of Incorporation. At the end of the about any plan that did not include a clear timeline three-day conference, however, the flock flew the and a transparent, very high threshold for declining coop with no decision rendered. to endorse a standard. The IASB’s expectation is SEC Chief Accountant James Kroeker did that deviations from international standards will be acknowledge that while a decision had been expected “extremely rare”. The IASB continues to recommend by the end of 2011, a final determination would not that U.S. companies be allowed to voluntarily adopt be forthcoming for a few months. His reasoning was IFRS in the very near future. that the staff paper was not yet complete, nor were several major convergence projects that needed to Worldwide momentum be finalized prior to a decision. The SEC indicated In the meantime, the rest of the world is flying that it has completed the majority of its fieldwork toward the use of IFRS as a common global standard and is finalizing a staff paper that will ensure a for financial reporting. The only question remaining strong and lasting framework for standard setting. for most countries is when, not whether, to move to According to Kroeker, key requirements for IFRS. For these countries, a single common set of a successful incorporation of IFRS include standards has several clear benefits. First, it would (1) providing clear U.S. authority over standard allow for greater transparency and comparability of setting in U.S. capital markets, (2) mandating and financial statements across an industry. As financial facilitating a strong U.S. voice in establishing global reporting gained greater transparency, investor accounting standards, and (3) responding to the confidence in it would inevitably grow. Second, economic and other impacts of change. global standards would allow for more efficient 18 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 19. capital markets. Investors would be able to compare The proposed revenue recognition standard transactions and the allocation of capital based on simplifies guidance for revenue recognition in a common accounting methods. Finally, with the issue significant way, moving from more than 220 existing of convergence settled, rulemakers would be able to revenue recognition models under U.S. GAAP to a focus their attention on improving one new set of single revenue recognition model. The most common global standards. criticism of the proposed standard is its lack of Among those regions currently moving to IFRS, detailed guidance. The proposal was re-exposed in Europe is furthest along. Countries from Albania to November 2011, with final issuance expected in the the United Kingdom have been successfully using first quarter of 2012. IFRS since 2005. The only remaining country on In the current international standards, there is the European continent to prohibit the use of IFRS very little specific industry guidance for extractive is Belarus, which has no common exchange, yet activities. IFRS 6, Exploration for and Evaluation even Belarus is currently planning for convergence. of Mineral Resources, gives stopgap guidance for Latin America has begun the transition, with Brazil accounting for exploration and evaluation costs; this and Venezuela requiring IFRS for many companies guidance is intended to help companies transitioning in 2011; Argentina and Colombia are mandating to IFRS from local GAAP. In the interim, a IFRS in 2012. In Asia, India and Indonesia are the discussion paper, Extractive Activities, was issued in most recent countries requiring the use of IFRS for April 2010. In October 2010, the research project was many of their listed companies. Africa is not far paused to allow the IASB to conclude deliberations behind, with Nigeria planning for transition using a on its future workplan. The Board’s next step will phased-in approach from 2012 to 2015. be to determine, based on the completed research project, whether to add a proposed project for Implications for the U.S. energy sector extractive activities guidance to its future agenda. Here in North America, our neighbors to both the For now, energy companies will have to rely on only north (Canada) and the south (Mexico) have charted limited industry-specific guidance. a path to mandatory use of IFRS. While the United Some of the other standards that will impact States remains the lone holdout, the staff paper energy companies include IAS 36, Impairment of details a method for incorporating IFRS into the U.S. Assets, and IAS 16, Property, Plant and Equipment. accounting system. The transition to international standards in these The staff paper described an endorsement two areas may involve a substantial amount of work, approach whereby existing standards would since both standards generally require consideration be reviewed and grouped into several tiers: (1) of a much more precise unit of account. Fixed assets, completed Memorandum of Understanding for example, are capitalized based on replaceable (MOU) projects, (2) IASB agenda projects, and (3) components. Goodwill and other intangible assets, projects with no current revisions planned. Under similarly, are evaluated for impairment at the level of the proposal, convergence would be determined the cash-generating unit that is used to aggregate and separately for each group. The SEC was clear that it analyze financial data. This will compel companies is considering comments and refinements or alternate to maintain records and evaluate transactions at a approaches and expects to make a decision in the much more detailed level than they are accustomed to coming months. That decision is likely to be highly under U.S. GAAP. dependent on current key convergence projects regarding topics of significant importance to the Why the time to act is now energy industry: leasing, revenue recognition and With U.S. standard setters not yet charting a path financial instruments. toward the use of IFRS, why should U.S. companies The proposed leasing standard, which will be be concerned about international standards? Much applicable to leases of oil and gas properties, would as they were during the evolution of Sarbanes-Oxley put the majority of leases on companies’ balance (SOX) Section 404 and FASB Interpretation No. sheets and effectively front-load expense for lessees 48 (FIN 48), companies in the United States are in and income for lessors. The revised leasing standard wait-and-see mode until the SEC announces a formal is currently being re-exposed and is not expected to plan for the use of international standards. Lacking be finalized until at least mid-2012. any substantive guidance for energy and extractive Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 19
  • 20. activities, many U.S. companies will postpone planning From the investor perspective, common for transition to IFRS for the foreseeable future. accounting standards decrease the number of For many, however, this tactic may result in a financial reporting languages a user must master. competitive disadvantage. Awareness of IFRS and True, dialect differences remain, but these can be the basic differences between it and U.S. GAAP caused by a variety of factors: is increasingly important for companies requiring • Differences in interpretation due to common access to global capital markets. Most global practices carried over from a country’s prior creditors, vendors and even regulators of state-owned reporting standards natural resources arrange contractual obligations • Differences in transitional guidance that may using metrics tied to global reporting standards as prohibit or require certain accounting treatments their domestic markets transition to IFRS. Some of • Lack of detailed application guidance the common areas causing differences are discussed • Flexibility in choosing alternative accounting above. Other classification differences impacting the policies (keeping in mind that different standards balance sheet can also influence key financial metrics do not always mean different outcomes) dramatically. For example, a company’s current ratio may be affected by reclassifying all deferred taxes to Finally, as the United States moves closer to noncurrent for IFRS purposes. Or a company may IFRS, companies with an awareness of the new find that while it cured a debt covenant violation standards will be in the best position to manage prior to finalizing the financial statements, the upcoming changes to U.S. GAAP and minimize their entire obligation must be classified as current based impact on operations. Indeed, these companies will on a purely technical violation as of the year-end. be most capable of adopting IFRS in the next 18 to Some statements of financial position will be highly 24 months, based on a typical timeline (Figure G). volatile, particularly in the year of conversion, as a This timeline assumes that a company will evaluate result of the optional use of fair value measurements common accounting policies across consolidated for intangible and fixed assets. groups and make changes to IT systems, hiring and Additionally, many players in the global MA compensation policies, and contract negotiations. market are using IFRS as a common basis for In other words, these companies will have a evaluating transactions across the industry. competitive advantage when the United States With IFRS conformity increasing on a global scale, ultimately taps into the global accounting pipeline. a U.S. GAAP metric becomes difficult to compare with existing benchmarks. Companies may find Figure G: A typical timeline for IFRS adoption that capital markets are interested in common Example: 2012 IFRS reporting timetable for a March 31 year-end company measurement metrics under IFRS rather than IFRS IFRS U.S. GAAP. For example, one company I’m familiar trasition reporting with translates all U.S. GAAP reporting information date date 2010/11 2011/12 to IFRS solely for the purpose of entering the global private equity market because, as one company Comparative year under IFRS First effective year under IFRS executive says, “the game is played globally, so we have to react globally.” Acquirers see common global Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 accounting methods as a time and cost efficiency, April 1, 2010 March 31,2011 June 20, 2011 March 31, 2012 IFRS opening Last local First quarterly First IFRS while acquired companies find that interest in an statement GAAP financial report under financial investment increases as it grows competitive under of position statements IFRS statements common measurement standards. Companies that aren’t prepared risk turning off investors that might otherwise spend the resources needed to improve technology systems, catalog and coordinate accounting methods, or create duplicative reporting systems for U.S. GAAP. 20 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 21. Implications The issues identified as concerns in this year’s survey—price volatility, finding and retaining talent, the need to operate more efficiently—are not likely to go away in the coming months. Leading energy companies are managing this uncertain environment through a variety of means, all coordinated from the top of the house in a strategic and holistic way. • Risk management—Employing ERM programs to make better strategic decisions and redeploy capital effectively, and incorporate risk management in financial reporting and the corporate culture. • Transactions—Turning to acquisitions and joint ventures to share risk, increase capital and expand access to new technologies. • Accounting standards—Getting ahead of IFRS requirements to open more doors to sovereign wealth funds and other global investors that may be interested in investing in high-risk energy ventures but demand consistency in reporting. • Talent—Benchmarking and tailoring benefits and compensation programs to remain competitive and take advantage of the information now available through newly enhanced compensation disclosure requirements in the U.S. • Operating efficiency—Focusing on improved cash management and working capital strategies, assessing changes to IT management and opportunities provided by cloud computing, and improving the tax function to capitalize on all available incentives and structure the overall tax organization for optimal tax advantage. Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012 21
  • 22. Demographics About the survey About Grant Thornton This is the 10th Survey of Upstream U.S. Energy Grant Thornton LLP is the U.S. member firm of Companies commissioned by Grant Thornton. Grant Thornton International, one of the six global The survey was conducted via mail and Internet accounting, tax and business advisory organizations. from November 2011 through January 2012, with Through member firms in more than 100 countries, more than 100 responses from senior executives including 49 offices in the U.S., the partners of of independent oil and gas exploration and service Grant Thornton member firms provide personalized companies. Survey topics included price and attention and the highest quality service to public employment forecasts, capital spending plans, and private clients around the globe. regulatory and legislative developments, and new areas of opportunity. Issues explored by the National Energy Practice Grant Thornton Survey of Upstream U.S. Energy Grant Thornton’s National Energy Practice is Companies were identified by seasoned professionals dedicated to serving the accounting, tax and business in Grant Thornton’s Energy Practice. The figure advisory needs of public and privately owned below indicates the demographics of the companies energy companies. Headquartered in Houston, that responded to the survey questionnaire. Grant Thornton’s Energy Practice group has experience in all segments of the industry with Demographics a focus on exploration and production, drilling Exploration and production companies 75% and energy services, pipeline and distribution, Gathering and transportation companies 8% and refining and marketing. Grant Thornton’s Service companies 13% experienced team of energy professionals provides Other companies 4% the following industry-specific services: Average total assets at the end of fiscal 2011 $1.63 billion Average projected revenues for fiscal 2011 $544 million • audit Public 27% • governance risk and compliance Private - C Corp 15% • federal tax Private - S Corp/Partnership 38% • international tax consulting MLP 20% • state and local tax consulting • forensics, investigations and litigation • information technology • performance improvement • business strategy • restructuring and turnaround • transaction advisory services • valuation 22 Grant Thornton LLP Survey of Upstream U.S. Energy Companies 2012
  • 23. Contact information Energy practice key contacts Office locations Illinois Oklahoma Cleveland National Office Chicago 312.856.0200 Oklahoma City 405.218.2800 Rick Gross, Audit Partner 175 W. Jackson Blvd., 20th Floor Oakbrook Terrace 630.873.2500 Tulsa 918.877.0800 T 216.858.3627 Chicago, IL 60604-2687 Schaumburg 847.884.0123 312.856.0200 Oregon Patrick Gable, Audit Partner Kansas Portland 503.222.3562 T 216.858.3537 Washington National Tax Office Wichita 316.265.3231 1250 Connecticut Ave. NW, Suite 400 Maryland Pennsylvania Dallas Washington, DC 20036-3531 Baltimore 410.685.4000 Harrisburg 717.265.8600 Kenneth Clay, Audit Partner 202.296.7800 Philadelphia 215.561.4200 T 214.561.2290 Massachusetts Alaska Boston—N Station 617.723.7900 Rhode Island Denver Anchorage 907.264.6620 Boston—Fin Distr. 617.226.7000 Providence 401.274.1200 Bruce Johnson, Audit Senior Manager Westborough 508.926.2200 T 303.813.4000 Arizona South Carolina Phoenix 602.474.3400 Michigan Columbia 803.231.3100 Houston Detroit 248.262.1950 Brandon Sear, National Energy California Texas Practice Leader Irvine 949.553.1600 Minnesota Austin 512.391.6821 T 832.476.5048 Los Angeles 213.627.1717 Minneapolis 612.332.0001 Dallas 214.561.2300 Sacramento 916.449.3991 Houston 832.476.3600 Loretta Cross, CARS Managing Partner San Diego 858.704.8000 Missouri San Antonio 210.881.1800 T 832.476.3630 San Francisco 415.986.3900 Kansas City 816.412.2400 San Jose 408.275.9000 St. Louis 314.735.2200 Utah Susan Floyd-Toups, Tax Woodland Hills 818.936.5100 Salt Lake City 801.415.1000 Executive Director Nevada T 832.476.3631 Colorado Reno 775.786.1520 Virginia Denver 303.813.4000 Alexandria 703.837.4400 Kansas City New Jersey McLean 703.847.7500 Greg Payne, Audit Partner Connecticut Edison 732.516.5500 T 816.412.2400 Glastonbury 860.781.6700 Washington New York Seattle 206.623.1121 Oklahoma City Florida Albany 518.427.5197 Kevin Schroeder, Audit Partner Fort Lauderdale 954.768.9900 Long Island 631.249.6001 Washington, D.C. T 405.218.2800 Miami 305.341.8040 Downtown 212.422.1000 Washington, D.C. 202.296.7800 Orlando 407.481.5100 Midtown 212.599.0100 Tulsa Tampa 813.229.7201 Wisconsin John Meinders, Audit Partner North Carolina Appleton 920.968.6700 T 918.877.0800 Georgia Charlotte 704.632.3500 Madison 608.257.6761 Atlanta 404.330.2000 Raleigh 919.881.2700 Milwaukee 414.289.8200 Tim Ogden, Tax Practice Leader T 918.877.0812 Ohio Cincinnati 513.762.5000 Wichita Cleveland 216.771.1400 Brad Heerey, Audit Partner T 316.265.3231
  • 24. Content in this publication is not intended to answer specific questions or suggest suitability of action in a particular case. For additional information on the issues discussed, consult a Grant Thornton client service partner. © Grant Thornton LLP All rights reserved U.S. member firm of Grant Thornton International Ltd