Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 1-9260

UNIT CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

73-1283193

(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

7130 South Lewis, Suite 1000

Tulsa, Oklahoma

 

74136

(Address of principal executive offices)   (Zip Code)

(Registrant’s telephone number, including area code) (918) 493-7700

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, par value $.20 per share   NYSE

Rights to Purchase Series A Participating

Cumulative Preferred Stock

  NYSE

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x     No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ¨     No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x     No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x     Accelerated filer ¨     Non-accelerated filer ¨     Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨     No x

As of June 29, 2007, the aggregate market value of the voting and non-voting common equity (based on the closing price of the stock on the New York Stock Exchange on June 29, 2007) held by non-affiliates was approximately $2,097,585,734. Determination of stock ownership by non-affiliates was made solely for the purpose of this requirement, and the registrant is not bound by these determinations for any other purpose.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at February 15, 2008

Common Stock, $0.20 par value per share   47,141,625 shares

DOCUMENTS INCORPORATED BY REFERENCE

 

Document

  

Parts Into Which Incorporated

Portions of the registrant’s Definitive Proxy Statement (the “Proxy Statement”) with respect to its annual meeting of shareholders scheduled to be held on May 7, 2008.

   Part III

Exhibit Index—See Page 100

 

 

 


Table of Contents

FORM 10-K

UNIT CORPORATION

TABLE OF CONTENTS

 

          Page
   PART I   

Item 1.

  

Business

   1

Item 1A.

  

Risk Factors

   16

Item 1B.

  

Unresolved Staff Comments

   28

Item 2.

  

Properties

   28

Item 3.

  

Legal Proceedings

   28

Item 4.

  

Submission of Matters to a Vote of Security Holders

   28
   PART II   

Item 5.

   Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    29

Item 6.

  

Selected Financial Data

   29

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operation

   30

Item 7A.

  

Quantitative and Qualitative Disclosures about Market Risk

   52

Item 8.

  

Financial Statements and Supplementary Data

   54

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   91

Item 9A.

  

Controls and Procedures

   91

Item 9B.

  

Other Information

   91
   PART III   

Item 10.

  

Directors, Executive Officers and Corporate Governance

   92

Item 11.

  

Executive Compensation

   93

Item 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    94

Item 13.

  

Certain Relationships and Related Transactions, and Director Independence

   94

Item 14.

  

Principal Accounting Fees and Services

   94
   PART IV   

Item 15.

  

Exhibits, Financial Statement Schedules

   95

Signatures

   99

Exhibit Index

   100


Table of Contents

DEFINITIONS

The following are explanations of some of the terms used in this report.

ARO —Asset retirement obligations.

Bcf —Billion cubic feet of natural gas.

Bcfe —Billion cubic feet of natural gas equivalent. Determined using the ratio of one barrel of crude oil to six Mcf of natural gas.

Bbl —Barrel, or 42 U.S. gallons liquid volume.

BOKF —Bank of Oklahoma Financial Corporation.

Btu —British thermal unit, used in terms of volumes. Btu is used to refer to the amount of natural gas required to raise the temperature of one pound of water by one degree Fahrenheit at one atmospheric pressure.

Development drilling —The drilling of a well within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

DD&A —Depreciation, depletion and amortization.

FASB —Financial and Accounting Standards Board.

Finding and development costs —Costs associated with acquiring and developing proved natural gas and oil reserves which are capitalized under generally accepted accounting principles, including any capitalized general and administrative expenses.

Gross acres or gross wells —The total acres or wells in which a working interest is owned.

IF —Inside FERC (U.S. Federal Energy Regulatory Commission).

LIBOR —London Interbank Offered Rate.

MBbls —Thousand barrels of crude oil or other liquid hydrocarbons.

Mcf —Thousand cubic feet of natural gas.

Mcfe —Thousand cubic feet of natural gas equivalent. Determined using the ratio of one barrel of crude oil and/or NGLs to six Mcf of natural gas.

MMBbls —Million barrels of crude oil or other liquid hydrocarbons.

MMBtu —Million Btu’s.

MMcf —Million cubic feet of natural gas.

MMcfe —Million cubic feet of natural gas equivalent. Determined using the ratio of one barrel of crude oil and/or NGLs to six Mcf of natural gas.


Table of Contents

DEFINITIONS – (Continued)

Net acres or net wells —The sum of the fractional working interests owned in gross acres or gross wells.

NGLs —Natural gas liquids.

NGPL-TXOK —Natural Gas Pipeline Co. of America/Texok zone.

NYMEX—The New York Mercantile Exchange.

OPIS —Oil Price Information Service.

PEPL —Panhandle East Pipeline Co.

Producing property —A natural gas and oil property with existing production.

Proved developed reserves —Proved reserves that can be expected to be recovered from existing wells with existing equipment and operating methods. For additional information, see the SEC’s definition in Rule 4-10(a)(3) of Regulation S-X.

Proved reserves —The estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. For additional information, see the SEC’s definition in Rule 4-10(a)(2)(i) through (iii) of Regulation S-X.

Proved undeveloped reserves —Proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling units that offset productive units and that are reasonably certain of production when drilled. For additional information, see the SEC’s definition in Rule 4-10(a)(4) of Regulation S-X.

SARs —Stock appreciation rights.

Undeveloped acreage —Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of natural gas and oil regardless of whether the acreage contains proved reserves.

Well spacing —The regulation of the number and location of wells over an oil or gas reservoir, as a conservation measure. Well spacing is normally accomplished by order of the appropriate regulatory conservation commission.

Workovers —Operations on a producing well to restore or increase production.

WTI —West Texas Intermediate, the benchmark crude oil in the United States.


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UNIT CORPORATION

Annual Report

For The Year Ended December 31, 2007

PART I

 

Item 1. Business

Unless otherwise indicated or required by the context, as used in this report, the terms “corporation”, “company”, “Unit”, “us”, “our”, “we” and “its” refer to Unit Corporation and, as appropriate, Unit Corporation and/or one or more of its subsidiaries.

Our executive offices are at 7130 South Lewis, Suite 1000, Tulsa, Oklahoma 74136; our telephone number is (918) 493-7700. In addition to our executive offices, we have offices in Houston, Humble, Borger, Booker, Midland, Pampa and Weatherford, Texas; Casper, Wyoming; Oklahoma City, Panola and Woodward, Oklahoma; and Denver, Colorado.

Information regarding our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, will be made available in print, free of charge, to any shareholder who request them, or at our internet website at www.unitcorp.com, as soon as reasonably practicable after we electronically file these reports with or furnish them to the Securities and Exchange Commission (SEC). Materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F. Street, N.E. Room 1580, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.

In addition, we post on our Internet website, www.unitcorp.com , copies of the various corporate governance documents that we have adopted. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by SEC rules. Information regarding our corporate governance guidelines and code of ethics, and the charters of our Board's Audit, Compensation and Nomination and Governance Committees, are available free of charge on our website listed above or in print to any shareholder who request them.

GENERAL

We were founded in 1963 as a contract drilling company. Today, our operations are generally conducted through our three principal wholly owned subsidiaries:

 

   

Unit Drilling Company—which drills onshore oil and natural gas wells for our own account and for others (land contract drilling),

 

   

Unit Petroleum Company—which explores, develops, acquires and produces oil and natural gas properties for our own account (oil and natural gas exploration), and

 

   

Superior Pipeline Company, L.L.C.—which buys, sells, gathers, processes and treats natural gas for our own account and for third parties (mid-stream).

 

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The following table provides certain information about us as of February 15, 2008:

 

Number of drilling rigs

      129

Completed gross wells in which we own an interest

   7,631

Number of natural gas treatment plants

          4

Number of processing plants

          8

Number of natural gas gathering systems

        36

States in which our principal operations are located

   Oklahoma, Texas,
Louisiana, Wyoming,

Utah, New Mexico,

Colorado and Montana

At various times, and from time to time, each of these three principal subsidiaries may conduct operations through subsidiaries of their own.

 

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2007 HIGHLIGHTS

Unit Drilling Company

 

   

Added nine drilling rigs through the acquisition of a privately owned drilling company in June 2007 and three drilling rigs were constructed during the year.

 

   

Averaged an 80% utilization rate.

Unit Petroleum Company

 

 

 

For the 24 th consecutive year it replaced more than 150% of its annual production with new oil, NGLs and natural gas reserves by replacing approximately 171% of its 2007 oil, NGLs and natural gas production.

 

   

Attained net proved oil, NGLs and natural gas reserves of 514.6 Bcfe, an 8% increase over its proved oil, NGLs and natural gas reserves at the end of 2006.

Superior Pipeline Company

 

   

Completed the installation of three natural gas processing plants, increasing processing capacity by approximately 90% from 50 MMcf per day to 95 MMcf per day.

 

   

Completed the construction of three new gathering systems, including one system with a 5 MMcf per day processing plant.

 

   

Added an additional 78 miles of pipeline, which is an approximate 13% increase and connected an additional 56 new wells to its gathering systems.

FINANCIAL INFORMATION ABOUT SEGMENTS

See Note 14 of our Notes to Consolidated Financial Statements in Item 8 of this report for information with respect to each segment’s revenues, profits or losses and total assets.

 

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LAND CONTRACT DRILLING

General.     Our land contract drilling business is conducted through Unit Drilling Company and its two subsidiaries Unit Texas Drilling L.L.C. and Leonard Hudson Drilling Co., Inc. Through these companies we drill onshore natural gas and oil wells for our own account as well as for a wide range of other oil and natural gas companies. Our operations are mainly located in the Oklahoma and Texas areas of the Anadarko and Arkoma Basins, the North Texas Barnett Shale, the Texas and Louisiana Gulf Coast, East Texas and the Rocky Mountain regions of Wyoming, Colorado, Utah and Montana.

The table below identifies certain information concerning our land contract drilling operations:

 

     Year Ended December 31,  
     2007     2006     2005  

Number of drilling rigs owned at end of period

     129.0       117.0       112.0  

Average number of drilling rigs owned during period

     123.8       114.0       105.2  

Average number of drilling rigs utilized

     99.4       109.0       102.1  

Utilization rate (1)

     80 %     96 %     97 %

Average revenue per day (2)

   $ 17,291     $ 17,574     $ 12,401  

Total footage drilled (feet in 1,000’s)

     10,453       11,461       10,815  

Number of wells drilled

     996       1,033       980  

 

(1) Utilization rate is determined by dividing the average number of drilling rigs used by the average number of drilling rigs owned during the period.

 

(2) Represents the total revenues from our contract drilling operations divided by the total number of days our drilling rigs were used during the period.

Description and Location of Our Drilling Rigs.     A land drilling rig consists, in part, of engines, drawworks or hoists, derrick or mast, substructure, pumps to circulate the drilling fluid, blowout preventers and drill pipe. As a result of the normal wear and tear of operating 24 hours a day, several of the major components of a drilling rig, such as engines, mud pumps and drill pipe, must be replaced or rebuilt on a periodic basis. Other components, such as the substructure, mast and drawworks, can be used for extended periods of time with proper maintenance. We also own additional equipment used in the operation of our drilling rigs, including large air compressors, trucks and other support equipment.

The maximum depth capacities of our various drilling rigs range from 5,000 to 40,000 feet. In 2007, 124 of our 129 drilling rigs performed contract drilling services.

The following table shows certain information about our drilling rigs (including their distribution) as of February 8, 2008:

 

Region

   Contracted
Rigs
   Non-Contracted
Rigs
   Total
Rigs
   Average
Rated
Drilling
Depth (ft)

Anadarko Basin Oklahoma

   22    4    26    17,900

Panhandle of Texas

   37    2    39    14,263

Arkoma Basin

   14    1    15    15,833

East Texas and Gulf Coast

   11    6    17    18,235

North Texas Barnett Shale

   4    3    7    11,714

Rocky Mountains

   16    9    25    17,280
                   

Totals

   104    25    129    16,120
                   

 

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At present, we do not have a shortage of drilling rig related equipment. However, at any given time, our ability to use all of our drilling rigs is dependent on a number of conditions, including the availability of qualified labor, drilling supplies and equipment as well as demand. Demand for our drilling rigs increased throughout 2005 and our utilization rate remained above 95% throughout the first three quarters of 2006. In the fourth quarter of 2006 and throughout 2007, demand for our drilling rigs declined to the point that as of December 2007 our utilization rate was approximately 80%. Despite this decrease in demand, we continue to experience certain difficulties in finding qualified labor to work on our drilling rigs. If demand for our drilling rigs increases above 80% and the industry rig count grows, we expect competition for qualified labor to continue which will result in higher operating costs.

The following table shows the average number of our drilling rigs working by quarter for the years indicated:

 

     2007    2006    2005

First quarter

   96.8    108.6    99.3

Second quarter

   97.9    110.3    100.3

Third quarter

   100.3    110.6    102.6

Fourth quarter

   102.7    106.7    106.2

Drilling Rig Fleet.     The following table summarizes the changes to our drilling rig fleet during 2007. A more complete discussion of these changes follows the table:

 

Drilling rigs owned at December 31, 2006

   117

Drilling rigs purchased during 2007

   9

Drilling rigs constructed during 2007

   3
    

Total drilling rigs owned at December 31, 2007

   129
    

Acquisitions and Construction.     In June 2007, we acquired a privately owned drilling company operating primarily in the Texas Panhandle. This acquisition included nine drilling rigs ranging from 800 to 1,000 horsepower. Eight of the nine drilling rigs were operational immediately after the purchase; the last drilling rig is being refurbished and is anticipated to become operational during March of 2008. During the first six months of 2007, we completed the construction of two 1,500 horsepower drilling rigs for approximately $19.4 million and placed one of them into each of our Rocky Mountain and Anadarko divisions. In the fourth quarter of 2007, we completed the construction of a third 1,500 horsepower drilling rig for an estimated $12.0 million which was also moved into our Rocky Mountain division. The addition of these drilling rigs brought our drilling rig fleet to 129 at December 31, 2007.

During 2007, we paid approximately $16.0 million for the purchase of major components to be used in the construction of two 1,500 horsepower drilling rigs. These two new drilling rigs are anticipated to be placed in service sometime during the second quarter of 2008.

Drilling Contracts.     Our drilling contracts are generally obtained through competitive bidding on a well by well basis. Contract terms and payment rates vary depending on the type of contract used, the duration of the work, the equipment and services supplied and other matters. We pay certain operating expenses, including the wages of our drilling personnel, maintenance expenses and incidental drilling rig supplies and equipment. The contracts are usually subject to termination by the customer on short notice and on payment of a fee. Our contracts also contain provisions regarding indemnification against certain types of claims involving injury to persons, property and for acts of pollution. The specific terms of these indemnifications are subject to negotiation on a contract by contract basis.

 

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The type of contract used determines our compensation. Contracts are generally one of three types: daywork; footage; or turnkey. Additional compensation may be acquired for special risks and unusual conditions. Under a daywork contract, we provide the drilling rig with the required personnel and the operator supervises the drilling of the well. Our compensation is based on a negotiated rate to be paid for each day the drilling rig is used. Footage contracts usually require us to bear some of the drilling costs in addition to providing the drilling rig. We are paid on completion of the well at a negotiated rate for each foot drilled. Under turnkey contracts we drill the well to a specified depth for a set amount and provide most of the required equipment and services. We bear the risk of drilling the well to the contract depth and are paid when the contract provisions are completed.

Under turnkey contracts we may incur losses if we underestimate the costs to drill the well or if unforeseen events occur. To date, we have not experienced significant losses in performing turnkey contracts. In 2007, 2006 and 2005, we did not drill any turnkey wells. All of our work in 2007 was under daywork contracts to the exclusion of footage or turnkey contracts. Because market demand for our drilling rigs as well as the desires of our customers determine the types of contracts we use, we cannot predict when and if a part of our drilling will be conducted under footage or turnkey contracts.

Most of our current contracts are not long-term and generally provide for the drilling of one well. We do have some contracts that have terms ranging from one to two years. These longer term contracts may contain a fixed rate for the duration of the contract or provide for the periodic renegotiation of the rate within a specific range from the existing rate.

Customers.     During 2007, Questar Corporation was our largest customer providing approximately 13% of our total contract drilling revenues. No other third party customer accounted for 10% or more of our contract drilling revenues. During 2007, 2006 and 2005, we drilled 77, 72 and 53 wells, respectively, for our exploration and production subsidiary. As required by the SEC, the profit received by our contract drilling subsidiary when we drill wells for our exploration and production subsidiary reduced the carrying value of our oil and natural gas properties by $22.7 million, $22.2 million and $8.6 million during 2007, 2006 and 2005, respectively, rather than being included in our operating profit.

Additional Information.     Further information relating to our contract drilling operations can be found in Notes 2, 3 and 14 of the Notes to Consolidated Financial Statements in Item 8 of this report.

OIL AND NATURAL GAS EXPLORATION

General.     In 1979, we began to develop our exploration and production operations to diversify our contract drilling revenues. Today, our wholly owned subsidiary, Unit Petroleum Company, conducts our exploration and production activities. Our producing oil and natural gas properties, undeveloped leaseholds and related assets are located mainly in Oklahoma, Texas, Louisiana and New Mexico and, to a lesser extent, in Arkansas, North Dakota, Colorado, Wyoming, Montana, Alabama, Kansas, Mississippi, Michigan and a small portion in Canada.

 

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The following table presents certain information regarding our oil and natural gas operations as of December 31, 2007:

 

               2007 Average
Net Daily Production

Property/Area

   Number
of
Gross
Wells
   Number
of Net
Wells
   Natural
Gas
(Mcf)
   Oil (Bbls)    NGL
(Bbls)

Western division (consists principally of the Rocky Mountain region, New Mexico, Western and Southern Texas and the Gulf Coast region)

   3,181    495.89    36,034    1,434    1,581

East division (consists principally of the Appalachian region, Arkansas, East Texas, Northern Louisiana and Eastern Oklahoma)

   1,002    225.34    43,873    52    9

Central division (consists principally of Kansas, Western Oklahoma and the Texas Panhandle)

   3,438    822.40    39,172    1,504    560
                        

Total

   7,621    1,543.63    119,079    2,990    2,150
                        

When we are the operator of a property, we generally attempt to use a drilling rig owned by one of our subsidiaries.

Acquisitions.     On October 13, 2006, we completed the acquisition of Brighton Energy, L.L.C., a privately owned oil and natural gas company. On February 1, 2008, Brighton Energy, L.L.C. was merged with and into Unit Petroleum Company.

Our oil and natural gas exploration segment did not make any significant acquisitions during 2007, however, on January 18, 2008, we purchased a 50% interest in a 6,800 gross-acre leasehold that we did not already own in our Segno area of operations located in Hardin County, Texas. Included in this purchase were five producing wells with 4.9 Bcfe of estimated proved reserves and current production of 2.8 MMcf of natural gas per day and 88.2 barrels of condensate. The purchase price was $16.8 million of which $15.8 million was allocated to the reserves of the wells and $1.0 million was allocated to the undeveloped leasehold. The production and reserves acquired in this purchase will be included in our 2008 results.

Well and Leasehold Data.     The tables below identify certain information regarding our oil and natural gas exploratory and development drilling operations:

 

     Year Ended December 31,
     2007    2006    2005
     Gross    Net    Gross    Net    Gross    Net

Wells drilled:

                 

Exploratory:

                 

Oil

   2    0.50    —      —      1    0.31

Natural gas

   6    4.43    5    2.39    6    1.91

Dry

   5    2.32    5    2.24    2    2.00
                             
   13    7.25    10    4.63    9    4.22
                             

Development:

                 

Oil

   15    5.45    12    2.62    15    4.94

Natural gas

   197    69.30    199    67.93    157    58.08

Dry

   28    14.64    23    10.12    11    5.39
                             
   240    89.39    234    80.67    183    68.41
                             

Total

   253    96.64    244    85.30    192    72.63