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Unit Corporation (UNTC)
:UNTC
US Market

Unit Corp (UNTC) Risk Analysis

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Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.

Unit Corp disclosed 41 risk factors in its most recent earnings report. Unit Corp reported the most risks in the “Finance & Corporate” category.

Risk Overview Q1, 2023

Risk Distribution
41Risks
29% Finance & Corporate
29% Production
20% Legal & Regulatory
10% Macro & Political
7% Ability to Sell
5% Tech & Innovation
Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy
This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.

Risk Change Over Time

S&P500 Average
Sector Average
Risks removed
Risks added
Risks changed
Unit Corp Risk Factors
New Risk (0)
Risk Changed (0)
Risk Removed (0)
No changes from previous report
The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.

The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.

Risk Highlights Q1, 2023

Main Risk Category
Finance & Corporate
With 12 Risks
Finance & Corporate
With 12 Risks
Number of Disclosed Risks
41
No changes from last report
S&P 500 Average: 31
41
No changes from last report
S&P 500 Average: 31
Recent Changes
0Risks added
0Risks removed
0Risks changed
Since Mar 2023
0Risks added
0Risks removed
0Risks changed
Since Mar 2023
Number of Risk Changed
0
-4
From last report
S&P 500 Average: 3
0
-4
From last report
S&P 500 Average: 3
See the risk highlights of Unit Corp in the last period.

Risk Word Cloud

The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.

Risk Factors Full Breakdown - Total Risks 41

Finance & Corporate
Total Risks: 12/41 (29%)Above Sector Average
Share Price & Shareholder Rights3 | 7.3%
Share Price & Shareholder Rights - Risk 1
Holders of the New Common Stock and Warrants could be subject to U.S. federal withholding tax and/or U.S. federal income tax and corresponding tax reporting obligations on the sale, exchange, or other disposition of the New Common Stock and Warrants, which could adversely affect the trading and liquidity of the New Common Stock and Warrants.
The Company believes that it is, and will remain for the foreseeable future, a "U.S. real property holding corporation" for U.S. federal income tax purposes. Under the Foreign Investment in Real Property Tax Act (FIRPTA), non-U.S. holders may be subject to U.S. federal income tax on the gain from the sale, exchange, or other disposition of shares of New Common Stock and Warrants, in which case they would also have to file U.S. federal income tax returns about that gain and may be subject to a U.S. federal withholding tax on a disposition of shares of New Common Stock and Warrants. Whether these FIRPTA provisions apply depends on the amount of New Common Stock or Warrants that the non-U.S. holders hold and whether, when they dispose of their New Common Stock or Warrants, the New Common Stock is treated as regularly traded on an established securities market under the Treasury Regulations (regularly traded). If the New Common Stock is regularly traded during a calendar quarter, (A) no withholding requirements would be imposed under FIRPTA on transfers of New Common Stock or Warrants and (B) only a non-U.S. holder who has held, actually or constructively, (i) over 5% of New Common Stock or (ii) Warrants with a fair market value greater than 5% of the New Common Stock into which it is convertible, in each case at any time during the shorter of (x) the five years ending on the date of disposition, and (y) the non-U.S. holder's holding period for its shares of New Common Stock or Warrants, would be subject to U.S. federal income tax on the sale, exchange, or disposition of such shares of New Common Stock or Warrants during such calendar quarter under FIRPTA. If during any calendar quarter the New Common Stock is not regularly traded, any purchaser of New Common Stock or Warrants generally will have to withhold (and remit to the Internal Revenue Service (IRS)) 15% of the gross proceeds from the sale of the New Common Stock or Warrants unless provided with a certificate of non-foreign status or an IRS withholding certificate from the seller. Because the New Common Stock and Warrants were issued in book-entry form through DTC, sellers may not provide the necessary documentation to the purchasers to establish an exemption from withholding. Additionally, the purchasers may not withhold from the purchase price and remit the withheld amount to the IRS if they cannot obtain the sellers' identifying information. It may be difficult or impossible to complete a transfer in compliance with tax laws in any calendar quarter when the New Common Stock is not regularly traded. Our New Common Stock is currently quoted on the OTCQX Best Market and may be treated as regularly traded during any calendar quarter in which it is regularly quoted on one of the OTC markets by brokers or dealers making a market in the New Common Stock. But no assurances can be given that brokers or dealers will regularly quote the New Common Stock on such OTC market. If the New Common Stock is not regularly traded, the trading and liquidity of the New Common Stock and Warrants could be hurt because of the withholding and other tax obligations under FIRPTA.
Share Price & Shareholder Rights - Risk 2
Our New Common Stock may have a limited market and lack liquidity.
While our New Common Stock is being quoted on the OTCQX Best Market, the OTCQX Best Market is a more limited market than the NYSE or The Nasdaq Stock Market. The quotation of our shares on such a marketplace may cause a less liquid market available for existing and potential stockholders to trade shares of our New Common Stock, depress the trading price of our New Common Stock, and have a long-term adverse impact on our ability to raise capital. There can be no assurance there will be an active market for our shares of New Common Stock, either now or in the future, or that stockholders can liquidate their investment or liquidate it at a price that reflects the business' value.
Share Price & Shareholder Rights - Risk 3
Our charter and by-laws contain provisions that could delay or discourage a change in control transaction or prevent stockholders from receiving a premium on their investment.
Our charter and bylaws contain provisions that may delay or discourage change in control transactions or changes in our management or transactions that our stockholders might otherwise deem to be in their best interests or that might result in a premium over the market price for our shares, including, among other things: - For so long as we do not have a class of securities registered under Section 12 of the Exchange Act, until the earlier to occur of (x) the Consenting Noteholders (as defined in the Plan) ceasing to hold at least 50% of the outstanding voting stock and (y) a public offering of common stock having occurred and shares of the Company's common stock with a value of at least $250.0 million having been listed for trading on a national securities exchange, the Company cannot take certain actions without the consent of holders of at least 50% of the voting stock. Such actions include, among other things and subject to certain exceptions, (i) increasing or decreasing the size of the Board of Directors, (ii) undertaking any fundamental change to the nature of the business, or (iii) consummating a public offering of common stock. - The Board of Directors is divided into two classes, Group I and Group II. The Group I directors initially served until the Company's 2023 annual meeting of stockholders, and the Group II directors will initially serve until the Company's 2022 annual meeting of stockholders. Each nominee for director will stand for election to a two-year term expiring at the second annual meeting of stockholders after that director's election and until such director's successor is duly elected and qualified, subject to that director's earlier resignation, retirement, removal from office, death, or incapacity. - Courts in Delaware are the exclusive forum for derivative actions and certain other actions and claims. - To ensure the preservation of certain tax attributes to benefit the Company and its stockholders, the charter contains certain restrictions on transfer of the Company's equity securities by persons with a percentage stock ownership of 4.75% or more. - Special meetings of the stockholders may only be called by the Board of Directors or by the secretary of the Company at the request of stockholders owning at least 25% of the voting stock. - The Board of Directors has the ability to authorize undesignated preferred stock. This ability makes it possible for our Board of Directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. - Vacancies on our Board of Directors and newly created directorships will be filled solely by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director.
Accounting & Financial Operations4 | 9.8%
Accounting & Financial Operations - Risk 1
Many uncertainties are inherent in estimating quantities of oil, NGLs, and natural gas reserves and their values, including factors beyond our control. Actual production, revenues, and expenditures regarding our oil, NGLs, and natural gas reserves will likely vary from estimates, and those variances may be material.
Many uncertainties are inherent in estimating quantities of oil, NGLs, and natural gas reserves and their values, including factors beyond our control. The oil, NGLs, and natural gas reserve information in this report is only an estimate of these reserves. Oil, NGLs, and natural gas reservoir engineering is a subjective and inexact process of estimating underground accumulations of oil, NGLs, and natural gas that cannot be measured precisely. Estimates of economically recoverable oil, NGLs, and natural gas reserves depend on several variable factors, including historical production from the area compared with production from other producing areas, and assumptions about: reservoir size; the effects of regulations by governmental agencies; future oil, NGLs, and natural gas prices; future operating costs; severance and excise taxes; operational risks; development costs; and workover and remedial costs. Some or all these assumptions may vary considerably from actual results. For these and other reasons, estimates of the economically recoverable quantities of oil, NGLs, and natural gas attributable to any group of properties, classifications of those oil, NGLs, and natural gas reserves based on the risk of recovery, and estimates of the future net cash flows from oil, NGLs, and natural gas reserves prepared by different engineers or by the same engineers but at different times may vary substantially. Oil, NGLs, and natural gas reserve estimates may be subject to periodic downward or upward adjustments. Actual production, revenues, and expenditures regarding our oil, NGLs, and natural gas reserves will likely vary from estimates, and those variances may be material. The information about discounted future net cash flows in this report is not necessarily the current market value of the estimated oil, NGLs, and natural gas reserves attributable to our properties. Using full cost accounting requires us to use the unweighted arithmetic average of the commodity prices existing on the first day of each of the 12 months before the end of the reporting period to calculate discounted future revenues unless prices were otherwise determined under contractual arrangements. Actual future prices and costs may be materially higher or lower. Actual future net cash flows are also affected by these factors: - the amount and timing of oil, NGLs, and natural gas production;- supply and demand for oil, NGLs, and natural gas;- increases or decreases in consumption; and - changes in governmental regulations or taxation. What's more, the 10% discount factor, required by the SEC for calculating discounted future net cash flows for reporting purposes, is not necessarily the most appropriate discount factor based on interest rates in effect from time to time and the risks associated with our operations or the oil and natural gas industry.
Accounting & Financial Operations - Risk 2
Estimated quantities of oil, NGLs, and natural gas reserves and their values used to prepare our consolidated financial statements and supplemental oil and gas disclosures may differ from estimates used in other strategic or economic purposes.
As described above, the information about discounted future net cash flows in this report is not necessarily the current market value of the estimated oil, NGLs, and natural gas reserves attributable to our properties so estimates used by management for strategic or economic purposes may differ.
Accounting & Financial Operations - Risk 3
Our ability to declare and pay dividends and repurchase shares is subject to certain considerations
Dividends and share repurchases are authorized and determined by our Board of Directors in its sole discretion and depend upon a number of factors, including the Company's financial results, cash requirements, and future prospects, as well as other factors deemed relevant by our Board of Directors. We can provide no assurance that we will continue to pay dividends or authorize share repurchases at the current rate or at all. Any elimination of, or reduction to, our dividend payout or share repurchase program could have an adverse effect on the market price of our common stock.
Accounting & Financial Operations - Risk 4
Ineffective internal controls could affect the accuracy and timely reporting of our business and financial results.
Our internal control over financial reporting (ICFR) may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance about the preparation and fair presentation of financial statements. If we do not maintain our internal controls' adequacy, including any failure to implement needed new or improved controls, or if we experience difficulties in their implementation, our business and financial results could be harmed, and we could fail to meet our financial reporting obligations.
Debt & Financing4 | 9.8%
Debt & Financing - Risk 1
Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict.
Any growth plans may require significant cash. Our principal sources of liquidity include the available borrowing capacity under the Exit credit agreement and cash flow generated from operations. If our cash flow from operations decreases, we may be unable to expend the capital to maintain our operations, hurting our future revenues. Our liquidity, including our ability to meet our ongoing operational obligations, depends on, among other things: (i) our ability to comply with the terms of the Exit credit agreement, (ii) our ability to maintain adequate cash on hand, and (iii) our ability to generate cash flow from operations.
Debt & Financing - Risk 2
Our inability to satisfy our debt obligations and covenants could result in our failure to meet our capital needs and adversely affect our operations.
We may incur substantial capital expenditures in our operations. Historically, we have funded our capital needs through a combination of internally generated cash flow and borrowings under our credit agreement. We may have some indebtedness. As of December 31, 2022, we had no outstanding borrowings under our credit agreement. Depending on our debt, the cash flow needed to satisfy that debt and the covenants in our bank credit agreements could: - limit funds otherwise available for financing our capital expenditures, our drilling program, or other activities or cause us to curtail these activities;- limit our flexibility in planning for or reacting to changes in our business;- place us at a competitive disadvantage to those of our competitors less indebted than we are;- make us more vulnerable during periods of low oil, NGLs, and natural gas prices or if a downturn in our business occurs; and - prevent us from obtaining more financing on acceptable terms or limit amounts available under our existing or future credit facilities. Our ability to meet our debt obligations depends on our future performance. If such obligations are not satisfied, a default could be deemed to occur, and our lenders could accelerate the payment of the outstanding indebtedness. If that were to happen, we would not have sufficient funds available (and probably could not obtain the financing required) to meet our obligations. See "Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict" below. Our existing debt and our future debt are based mainly on the costs of the projects we undertake and our cash flow. Generally, our expected operating costs are those resulting from the drilling of oil and natural gas wells, acquiring producing properties, the costs associated with the maintenance, upgrade, or expansion of our drilling rig fleet, and the operations of our natural gas buying, selling, gathering, processing, and treating systems. To some extent, these costs, mainly the first two, are discretionary, and we maintain some control on the timing or the need to incur them. Sometimes, unforeseen circumstances may arise, like an unexpected chance to make a large acquisition or the need to replace a costly drilling rig component due to an unexpected loss, which could force us to incur more debt above what we had expected or forecasted. Likewise, if our cash flow should prove insufficient to cover our cash requirements, we would need to increase our debt either through bank borrowings or otherwise.
Debt & Financing - Risk 3
Restrictive covenants in our credit facilities may limit our financial and operating flexibility and our ability to pursue our business strategies.
As of December 31, 2022, we had no outstanding borrowings under our credit agreement. Our financing agreements permit us to incur more indebtedness and other obligations. We may also seek amendments or waivers from our existing lenders if we need to incur indebtedness above amounts permitted by our financing agreements. Our credit facilities contain certain restrictions, which may have adverse effects on our business, financial condition, cash flows or results of operations, limiting our ability, among other things, to: - incur additional indebtedness;- incur additional liens;- pay dividends or make other distributions;- make investments, loans, or advances;- sell or discount receivables;- enter into mergers;- sell properties;- enter into or terminate swap agreements;- enter into transactions with affiliates;- maintain gas imbalances;- enter into take-or-pay contracts or make other prepayments;- enter into sale and leaseback agreements;- amend our organizational documents; and - make capital expenditures. The credit facilities also require us to comply with certain financial maintenance covenants as discussed elsewhere in this report. A breach of any of these restrictive covenants could cause a default. If a default occurs, the lenders under our credit facilities may elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due. The lenders would also have the right in that case to terminate any commitments they have to provide more borrowings. If we cannot repay our indebtedness when due or declared due, the lenders may also proceed against the collateral pledged to secure the indebtedness. If the indebtedness was accelerated, our assets might not fully repay our secured indebtedness.
Debt & Financing - Risk 4
Under the Exit credit agreement, the borrowing base is determined semi-annually at the lenders' discretion and is based largely on the prices for oil, NGLs, and natural gas.
Significant declines in oil, NGLs, and natural gas prices may cause a decrease in our borrowing base. The lenders can unilaterally adjust the borrowing base, and therefore the borrowings permitted to be outstanding under the Exit credit agreement. If outstanding borrowings are over the borrowing base, we must (a) repay the amount over the borrowing base, (b) dedicate additional properties to the borrowing base, or (c) begin monthly principal payments.
Corporate Activity and Growth1 | 2.4%
Corporate Activity and Growth - Risk 1
Growth through acquisitions is not assured.
We have historically grown through mergers and acquisitions. The contract land drilling industry, the exploration and development industry, and the gas gathering and processing industry have experienced significant consolidation over the past several years. There is no assurance that acquisition opportunities will be available or viable. Even if available, there is no assurance we would have the financial ability to pursue the opportunity. We expect the competition for acquisition opportunities to persist or intensify. We may incur substantial indebtedness to finance future acquisitions and may issue debt instruments, equity securities, or convertible securities in connection with any acquisitions. Debt service requirements could represent a significant burden on our operations and financial condition and issuing more equity would be dilutive to existing shareholders. In addition, continued growth could strain our management, operations, employees, and other resources. Successful acquisitions, particularly those of oil and natural gas companies or oil and natural gas properties, require assessing several factors, many of which are beyond our control. These factors include recoverable reserves, exploration potential, future oil, NGLs, and natural gas prices, operating costs, and potential environmental and other liabilities. Such assessments are inexact, and their accuracy is inherently uncertain.
Production
Total Risks: 12/41 (29%)Above Sector Average
Manufacturing6 | 14.6%
Manufacturing - Risk 1
Our operations are subject to inherent risks that, if material, could harm our results of operations.
Our contract drilling operations are subject to many hazards, including blowouts, cratering, explosions, fires, loss of well control, loss of hole, damaged or lost drilling equipment, and damage or loss from inclement weather. Our exploration and production and mid-stream operations are subject to these and similar risks. These events could cause personal injury or death, damage to or destruction of equipment and facilities, suspension of operations, environmental damage, and damage to others' property. Generally, drilling contracts provide for the division of responsibilities between a drilling company and its customer. We seek to obtain contractual indemnification from our drilling customers for some of these risks. If we cannot transfer these risks to drilling customers by contract or indemnification agreements (or if we assume obligations of indemnity or assume liability for certain risks under our drilling contracts), we seek protection from some of these risks through insurance. Still, some risks are not covered by insurance. We cannot assure you that the insurance we have or the indemnification agreements we have will adequately protect us against liability from the consequences of the hazards described above. An event not fully insured or indemnified against, or a customer's failure to meet its indemnification obligations, could cause substantial losses. We cannot assure you that insurance will be available to cover any or all of these risks. Even if available, the insurance might not be adequate to cover all of our losses, or we might decide against obtaining that insurance because of high premiums or other costs. Our exploration and development operations involve many risks that may cause dry holes, the failure to produce oil, NGLs, and natural gas in commercial quantities, and the inability to fully produce discovered reserves. The cost of drilling, completing, and operating wells is substantial and uncertain. Many of these factors are beyond our control and may cause the curtailment, delay, or cancellation of drilling operations. Exploratory drilling is a speculative activity. Although we may disclose our overall drilling success rate, those rates may decline. Although we may discuss drilling prospects we have identified or budgeted for, we may ultimately not lease or drill these prospects within the expected period, or at all. Lack of drilling success will hurt our future results of operations and financial condition. We do not operate many wells in which we own an interest. Our operational risks for those wells and our ability to influence those wells' operations are less subject to our control and the operators of those wells may act in ways not in our best interests. Our oil and natural gas segment's prospective drilling locations are in various evaluation stages, ranging from a prospect ready to drill to a prospect that will require additional geological and engineering analysis. Based on many factors, including future oil, NGLs, natural gas prices, the generation of additional seismic or geological information, and other factors, we may decide not to drill one or more of these prospects. We may not increase or maintain our reserves or production, which could hurt our business, financial position, and operating results. The SEC's reserve reporting rules require that, subject to limited exceptions, proved undeveloped reserves may be booked only if they relate to wells scheduled to be drilled within five years of booking. At December 31, 2022, we had no proved undeveloped drilling locations. Our mid-stream investment's operations involve many risks, both financial and operational. The cost of developing gathering systems and processing plants is substantial, and Superior's ability to recoup these costs is uncertain. Superior's operations may be curtailed, delayed, or canceled because of many things beyond its control, including: - unexpected changes in the deliverability of natural gas reserves from the wells connected to the gathering systems;- availability of competing pipelines in the area;- the capacity of pipeline systems;- equipment failures or accidents;- adverse weather conditions;- compliance with governmental requirements;- delays in developing other producing properties within the gathering system's area of operation; and - demand for natural gas and its constituents.
Manufacturing - Risk 2
New technologies may cause our exploration and drilling methods to become obsolete, causing an adverse effect on our production.
Our industry is subject to rapid and significant technological advancements, including the introduction of new products and services using new technologies. As competitors use or develop new technologies, we may be at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, our competitors may have greater financial, technical, and personnel resources that allow them to enjoy technological advantages and may allow them to implement new technologies before we can. We cannot be sure that we can implement technologies timely or at an acceptable cost. One or more technologies we use or that we may implement may become obsolete or may not work as we expected, and we may be hurt financially and operationally as a result.
Manufacturing - Risk 3
Our operating results depend on our ability to transport oil, NGLs, and gas production to key markets.
The marketability of our oil, NGLs, and natural gas production depends in part on the availability, proximity, and capacity of pipeline systems, refineries, and other transportation sources. The unavailability of or lack of capacity on these systems and facilities could cause the shut-in of producing wells or the delay or discontinuance of development plans for properties. Federal and state regulation of oil, NGLs, and natural gas production and transportation, tax, and energy policies, changes in supply and demand, pipeline pressures, damage to or destruction of pipelines, and general economic conditions could hurt our ability to produce, gather, and, transport oil, NGLs, and natural gas.
Manufacturing - Risk 4
The hydraulic fracturing process on which we depend to produce commercial quantities of crude oil, natural gas, and associated NGLs from many reservoirs requires the use and disposal of significant water quantities.
Our inability to secure enough water or dispose of or recycle the water used in our oil and natural gas segment operations could hurt our operations. Imposing new environmental initiatives and regulations could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or disposal of wastes, including, but not limited to, produced water, drilling fluids, and other wastes associated with the exploration, development, or production of oil and natural gas. Compliance with environmental regulations and permit requirements governing the withdrawal, storage and, use of surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating costs and cause delays, interruptions, or termination of our operations, the extent of which cannot be predicted, all of which could hurt our operations and financial condition.
Manufacturing - Risk 5
Our future performance may depend on our ability to find or acquire more oil, NGLs, and natural gas reserves that are economically recoverable.
Production from oil and natural gas properties declines as reserves are depleted, with a well's decline rate depending on reservoir characteristics. Unless we replace the reserves, we produce, our reserves will decline, resulting in a decrease in oil, NGLs, and natural gas production and lower revenues and cash flow. Historically, we have increased reserves after considering our production through exploration and development. We have conducted these activities on our existing oil and natural gas properties and newly acquired properties. We may not be able to continue to replace reserves from these activities at acceptable costs. Lower prices for oil, NGLs, and natural gas may further limit the reserves that can economically be developed. Lower prices also decrease our cash flow and may cause us to decrease capital expenditures.
Manufacturing - Risk 6
If we are to construct new proprietary BOSS drilling rigs, the process would be subject to risks, including delays and cost overruns, and rigs that may not meet our expectations.
We have designed and built several proprietary 1,500 horsepower AC electric drilling rigs called BOSS drilling rigs. This new design should position us to meet the demands of our customers better. Constructing any future new BOSS drilling rigs is subject to the risks of delays or cost overruns in any large construction project because of many possible factors.
Employment / Personnel2 | 4.9%
Employment / Personnel - Risk 1
Competition for experienced technical personnel may hurt our operations or financial results.
Our three segments' success and the success of our other activities integral to our operations will depend, in part, on our ability to attract and retain experienced geologists, engineers, drilling rig hands, and other employees. Competition for these employees can be intense, particularly when the industry is experiencing favorable conditions.
Employment / Personnel - Risk 2
We rely on management and other key employees.
We depend significantly on the efforts of our executive officers and other key employees to manage our operations. The loss or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business.
Supply Chain1 | 2.4%
Supply Chain - Risk 1
Superior depends on certain natural gas producers and pipeline operators for a significant portion of its supply of natural gas and NGLs. Losing any of these producers could cause a decline in its volumes and revenues.
Superior relies on certain natural gas producers for a significant portion of our natural gas and NGLs supply. While some of these producers are subject to long-term contracts, Superior may not negotiate extensions or replacements of these contracts on favorable terms, if at all. Losing all or even a portion of the natural gas volumes supplied by these producers, because of competition or otherwise, could have a material adverse effect on our mid-stream segment unless Superior acquired comparable volumes from other sources.
Costs3 | 7.3%
Costs - Risk 1
Our business is heavily affected by commodity prices. Oil, NGLs, and natural gas prices are volatile, and low prices have hurt our financial results and could do so in the future.
Our revenues, operating results, cash flow, and growth depend on prevailing prices for oil, NGLs, and natural gas. Oil, NGLs, and natural gas prices and markets have been volatile, and they are likely to remain volatile. The prices we receive for our oil, NGLs, and natural gas production affect our revenues, profitability, cash flow, and ability to meet our projected financial and operational goals. Prices also tend to influence third parties use of our services. Those prices are decided by many factors beyond our control, including: - the demand for and supply of oil, NGLs, and natural gas;- weather conditions in the continental United States (which can influence the demand and prices for natural gas);- the amount and timing of oil, natural gas, and liquefied petroleum gas imports and exports;- the ability of distribution systems in the United States to effectively meet the demand for oil, NGLs, and natural gas, particularly in times of peak demand which may result because of adverse weather conditions;- the ability or willingness of OPEC+ to set and support production levels for oil;- oil and gas production levels by non-OPEC+ countries;- political and economic uncertainty and geopolitical activity, such as the current conflict occurring between Russia and Ukraine;- governmental policies and subsidies;- the costs of exploring for, producing, and delivering oil and natural gas;- technological advances affecting energy consumption;- United States storage levels of oil, NGLs, and natural gas;- price, availability, and acceptance of alternative fuels;- volatility in ethane prices causing rejection of ethane as part of the liquids processed stream;- pandemics, epidemics, outbreaks, or other public health events, such as COVID-19; and - worldwide economic conditions. Oil prices are sensitive to domestic and foreign influences based on political, social, or economic underpinnings, any of which could have an immediate and significant effect on the price and supply of oil. Prices of oil, NGLs, and natural gas can also be influenced by trading on the commodities markets which has increased the volatility associated with these prices, causing large differences in prices on even a weekly and monthly basis. Based on our production for the year ended December 31, 2022, a $0.10 per Mcf change in what we receive for our natural gas production, without the effect of derivatives, would cause a corresponding $0.2 million per month ($2.4 million annualized) change in our pre-tax operating cash flow. A $1.00 per barrel change in our oil price, without the effect of derivatives, would result in a $0.1 million per month ($1.3 million annualized) change in our pre-tax operating cash flow and a $1.00 per barrel change in our NGLs price, without the effect of derivatives, would result in a $0.2 million per month ($2.2 million annualized) change in our pre-tax operating cash flow. These factors and the volatile nature of the energy markets make it impossible to predict with any certainty the future prices of oil, NGLs, and natural gas.
Costs - Risk 2
Our derivative arrangements might limit the benefit of increases in oil, NGLs, and/or natural gas prices.
To reduce our exposure to short-term fluctuations in the price of oil, NGLs, and natural gas, we may use derivative contracts like swaps and collars. To date, we have derivatives covering part, but not all of our production, which provides price protection only against declines in market prices on the production covered by those derivatives, but not otherwise. Should market prices for the production we have derivatives on exceed the prices due under our derivative contracts, our derivative contracts expose us to the risk of financial loss and limit the benefit to us of those increases in market prices. Volumes not covered by derivative contracts are subject to market prices. The Management's Discussion and Analysis of Financial Condition and Results of Operations section of this report in Item 7 has a more thorough discussion of our derivative arrangements. If one or more of our counterparties are unable or unwilling to pay us under our commodity derivative contracts, it could have a material adverse effect on our financial condition and operating results.
Costs - Risk 3
If oil, NGLs, and natural gas prices decrease or are unusually volatile, we may have to take write-downs of our oil and natural gas properties, the carrying value of our drilling rigs, or our natural gas gathering and processing systems.
Each quarter we review the carrying value of our oil and natural gas properties under the SEC's full cost accounting rules. Under these rules, capitalized costs of proved oil and natural gas properties may not exceed the present value of estimated future net revenues from proved reserves, discounted at 10% per year. Application of the ceiling test generally requires pricing future revenue at the unweighted arithmetic average of the price on the first day of the month for each month within the 12 months before the end of the reporting period (unless contractual arrangements define the prices) and requires a write-down for accounting purposes if the ceiling is exceeded. We may have to write-down the carrying value of our oil and natural gas properties when oil, NGLs, and natural gas prices are depressed. A write-down, if required, would cause a charge to earnings but would not impact cash flow from operating activities. Once incurred, a write-down is not reversible. Because our ceiling tests use a rolling 12-month look back average price, it is possible that a write-down during a reporting period will not remove the need for us to take future write-downs. This could occur when months with higher commodity prices roll off the 12 months and are replaced with more recent months having lower commodity prices. Our drilling equipment, transportation equipment, gas gathering and processing systems, and other property and equipment are carried at cost. We must periodically test to see if these values have been impaired whenever events or changes in circumstances suggest the carrying amount may not be recoverable. If these assets are determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. An estimate of fair value is based on the best information available, including prices for similar assets. Changes in these estimates could cause us to reduce the carrying value of the property, equipment, and related intangible assets. Once these values are reduced, they are not reversible.
Legal & Regulatory
Total Risks: 8/41 (20%)Above Sector Average
Regulation4 | 9.8%
Regulation - Risk 1
New laws, policies, regulations, rulemaking, and oversight, as well as changes to those currently in effect, could adversely impact our earnings, cash flows, and operations.
Our business is subject to federal, state, and local laws and regulations on taxation, the exploration for and development, production, and marketing of oil and natural gas, and safety matters. Many laws and regulations require drilling permits and govern the spacing of wells, production rates, prevention of waste, unitization and pooling of properties, and other matters. These laws and regulations have increased the costs of planning, designing, drilling, installing, operating, and abandoning our oil and natural gas wells and other facilities. These laws and regulations, and any others passed by the jurisdictions where we have production, could limit the number of wells drilled or the allowable production from successful wells, limiting our revenues. We are (or could become) subject to complex environmental laws and regulations adopted by the jurisdictions where we own properties or operate. We could incur liability to governments or third parties for discharges of oil, natural gas, or other pollutants into the air, soil, or water, including responsibility for remedial costs. We could discharge these materials into the environment in many ways, including: - from a well or drilling equipment at a drill site;- from gathering systems, pipelines, transportation facilities, and storage tanks;- damage to oil and natural gas wells resulting from accidents during normal operations;- sabotage; and - blowouts, cratering, and explosions. Because the requirements imposed by laws and regulations often change, we cannot assure you that future laws and regulations, including changes to existing laws and regulations, will not have a material adverse effect on our business or results of operations. The United States Congress and White House administration may impose more stringent environmental requirements on our operations or change existing laws and regulations in a manner that could adversely impact our business. Stricter standards, greater regulation, and more extensive permit requirements could increase our future risks and costs related to environmental matters. Because we acquire interests in properties operated in the past by others, we may be liable for environmental damage caused by the former operators, which liability could be material.
Regulation - Risk 2
Emissions regulations or legislation, including the Inflation Reduction Act of 2022, could accelerate the transition away from fossil fuels and increase the costs of our operations.
On August 16, 2022, President Biden signed a budget reconciliation measure commonly referred to as the "Inflation Reduction Act of 2022" (IRA). The IRA contains incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, among other provisions. These incentives could accelerate the transition away from the use of fossil fuels, which could decrease demand for oil and natural gas having an adverse impact on our business. The IRA also includes a charge on methane emissions, which is the first ever federal fee on emissions through a methane emissions charge. Facilities required to report their greenhouse gas (GHG) emissions to the EPA, which includes our facilities, will be assessed a fee of $900 per metric ton of methane in 2024, increasing to $1,500 per metric ton for 2026 and each year thereafter. These new fees and the related compliance and monitoring costs could increase the costs of our operations.
Regulation - Risk 3
Superior could be subject to increased compliance costs related to the regulation of its pipelines.
Superior's pipelines are also subject to regulation by the Department of Transportation (DOT) under the Natural Gas Pipeline Safety Act of 1968, as amended, Hazardous Liquid Pipeline Safety Act of 1979, as amended, the Pipeline Safety Act of 1992, as reauthorized and amended, and the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (2011 Pipeline Safety Act). The federal Pipeline and Hazardous Materials Safety Administration (PHMSA) implements these statutes. Recently, PHMSA has taken several steps to expand its jurisdiction over crude oil and natural gas pipelines, including gathering lines. PHMSA issued three separate final rulemakings in 2019 that significantly expand the regulation of natural gas gathering lines, subjecting previously unregulated pipelines to requirements regarding damage prevention, corrosion control, public education programs, and maximum allowable operating pressure limits, among others. PHMSA has also finalized rules for hazardous liquids pipelines that expand existing pipeline integrity management requirements. In addition, the final rule extends annual and accident reporting requirements to gravity lines and all gathering lines and also imposes inspection requirements on pipelines in areas affected by extreme weather events, natural disasters, such as hurricanes, landslides, floods, earthquakes, or other similar events that are likely to interfere with our production, increase our cost and damage infrastructure. On August 3, 2020, the United States Senate reauthorized the Protecting our Infrastructure of Pipelines and Enhancing Safety (PIPES) Act to reauthorize pipeline safety programs through fiscal year 2023. The PIPES Act contains provisions for methane leak detection, monitoring, and repair, the maintenance of emergency response plans, and other pipeline safety regulations. Therefore, additional future regulatory action expanding PHMSA's jurisdiction and imposing stricter integrity management requirements is possible. The adoption of laws or regulations that apply more comprehensive or stringent safety standards could require Superior to install new or modified safety controls, pursue new capital projects, or conduct maintenance programs on an accelerated basis, all of which could require Superior to incur increased operating costs that could be significant. In addition, should Superior fail to comply with PHMSA or comparable state regulations, Superior could be subject to substantial fines and penalties. Effective January 11, 2021, the maximum civil penalties PHMSA can impose are $222,504 per violation per day, with a maximum of $2,225,034 for a related series of violations.
Regulation - Risk 4
Proposed federal and state legislative and regulatory initiatives relating to hydraulic fracturing could cause increased costs and additional operating restrictions or delays.
Hydraulic fracturing is an essential and common practice in the oil and gas industry used to stimulate the production of oil, natural gas, and associated liquids from dense subsurface rock formations. Our oil and natural gas segment routinely applies hydraulic-fracturing techniques to many of our oil and natural gas properties, including our plays in Texas and Oklahoma. Hydraulic-fracturing involves using water, sand, and certain chemicals to fracture the hydrocarbon-bearing rock formation to allow hydrocarbons' flow into the wellbore. State oil and natural gas commissions process typically regulate this process, but the EPA has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel under the Safe Drinking Water Act and published permitting guidance addressing the performance of such activities. The EPA has also finalized rules under the Clean Water Act in June 2016 that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants. Separately, in December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that certain activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances. Some states where we operate, including Texas and Oklahoma, have adopted, and other states are considering adopting, regulations that could impose more stringent permitting, public disclosure of fracking fluids, waste disposal, and well construction requirements on hydraulic-fracturing operations or otherwise seek to ban fracturing activities altogether. Local governments may also seek to restrict or prohibit well-drilling, hydraulic fracturing, or both. If state, local, or municipal legal restrictions are adopted in areas where we are conducting or plan to conduct operations, we may incur added costs to comply with such requirements that may be significant, experience delays or curtailment pursuing exploration, development, or production activities, and perhaps even be precluded from the drilling and completion of wells. In addition, our ability to produce crude oil, natural gas, and associated liquids economically and in commercial quantities could be impaired if we cannot get adequate supplies of water for our drilling and completion operations or cannot dispose of or recycle the water we use at a reasonable cost and under applicable environmental rules. Any new laws, regulation, or permitting requirements regarding hydraulic fracturing could lead to operational delays, or increased operating costs or third party or governmental claims, and could result in additional burdens that could delay or limit the drilling services we provide to third parties whose drilling operations could be affected by these regulations or increase our costs of compliance and doing business and delay the development of unconventional gas resources from shale formations which are not commercial without using hydraulic fracturing. Restrictions on hydraulic fracturing could also reduce the oil and natural gas we can ultimately produce from our reserves. To our knowledge, there have been no citations, suits, or contamination of potable drinking water arising from our fracturing operations. We do not have insurance policies in effect intended to supply coverage for losses solely related to hydraulic fracturing operations, but our general liability and excess liability insurance policies might cover third-party claims related to hydraulic fracturing operations and associated legal expenses depending on the specific nature of the claims, the timing of the claims, and the specific terms of such policies.
Litigation & Legal Liabilities1 | 2.4%
Litigation & Legal Liabilities - Risk 1
We are subject to various claims and litigation that could ultimately be resolved against us, requiring material future cash payments or future material charges against our operating income, and materially impairing our financial position.
The nature of our business makes us highly susceptible to claims and litigation. We are subject to various existing legal claims and lawsuits, which could have a material adverse effect on our consolidated financial position, results of operations, or cash flows. Even if indemnified or insured, any claims or litigation could hurt our reputation among our customers and the public and make it harder for us to compete effectively or obtain adequate insurance in the future.
Environmental / Social3 | 7.3%
Environmental / Social - Risk 1
Climate change legislation or other regulatory initiatives restricting emissions of GHGs could result in increased operating costs and reduced demand for the oil, natural gas and NGL we produce.
Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and may continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs, mandates for the production of renewable fuels, and regulations that directly limit GHG emissions from certain sources. At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, however, adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, and together with the U.S. Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation in the United States. The federal regulation of methane emissions from oil and gas facilities has been subject to controversy in recent years. For more information, see our regulatory disclosure titled "Air Emissions." Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including climate change related pledges made by the recently elected administration. These have included promises to limit emissions and curtail the production of oil and gas on federal lands, such as through the cessation of leasing public land for hydrocarbon development. For example, in January 2021, President Biden issued an executive order that commits to substantial action on climate change, calling for, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risk across governmental agencies and economic sectors. Additionally, President Biden has signed executive orders recommitting the United States to the Paris Agreement, which requires member nations to submit non-binding, individually determined GHG emission reduction goals every five years after 2020. The impacts of these orders and the terms of any legislation or regulation to implement the United States' commitment under the Paris Agreement remain unclear at this time. There are also increasing financial risks for fossil fuel producers as shareholders currently invested in fossil-fuel energy companies may elect in the future to shift some or all of their investments into non-energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. Recently, the Federal Reserve announced that it has joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-related risks in the financial sector. Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities. The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards upon GHG emissions from the oil and natural gas sector could result in increased costs of compliance. Concerns related to the impacts of climate change could also result in reduced demand for oil and natural gas and adversely impact the value of reserves. In addition, increased financial scrutiny of climate risks could result in restrictions on our access to capital. Moreover, there are increasing risks to operations resulting from the potential physical impacts of climate change, such as drought, wildfires, damage to infrastructure and resources from flooding, storms, and other natural disasters and other physical disruptions. One or more of these developments could have a material adverse effect on our business, financial condition and results of operations.
Environmental / Social - Risk 2
The potential listing of species as "endangered" under the federal Endangered Species Act could cause increased costs and new operating restrictions or delays on our operations and of our customers, which could hurt our operations and financial results.
The ESA and similar state laws regulate various activities, including oil and gas development, which could harm species listed as threatened or endangered under the ESA or their habitats. Designating previously unidentified endangered or threatened species could cause oil and natural gas exploration and production operators and service companies to incur added costs or become subject to operating delays, restrictions, or bans in affected areas, which impacts could reduce drilling activities in affected areas. All three of our business segments could be subject to the effect of one or more species being listed as threatened or endangered within the areas of our operations. Many species have been listed or are under consideration for protected status in areas we operate or could undertake operations, such as the dunes sagebrush lizard, lesser prairie chicken, and greater sage grouse.
Environmental / Social - Risk 3
Increasing attention to environmental, social and governance (ESG) matters may adversely impact our business.
Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to evaluate their investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor sentiment toward us and to the diversion of their investment away from the fossil fuel industry to other industries which could have a negative impact on our stock price and our access to and costs of capital.
Macro & Political
Total Risks: 4/41 (10%)Above Sector Average
Economy & Political Environment1 | 2.4%
Economy & Political Environment - Risk 1
Geopolitical tensions, including the conflict between Russia and Ukraine, may create market volatility or other disruptions which could negatively impact our ability to carry out our business plan.
Although we have no direct transactional or supply chain exposure to current areas of conflict, including the conflict between Russia and Ukraine, related geopolitical and economic responses could significantly impact the global financial markets and supply chains, or cause other disruptions which could negatively impact our business plan and operations
Natural and Human Disruptions2 | 4.9%
Natural and Human Disruptions - Risk 1
Uncertainty about increased seismic activity in Oklahoma could have adverse effect on our business and results of operations.
We conduct oil and natural gas exploration, development, and drilling activities in Oklahoma and nearby. In recent years, Oklahoma, Texas, and Kansas have experienced an upturn in earthquakes and other seismic activity. Some parties believe there is a correlation between certain oil and gas activities and earthquakes' increased occurrence. The extent of this correlation is the subject of studies by both state and federal agencies, the results of which remain unclear. We cannot say what impact this seismic activity may have on us or our industry.
Natural and Human Disruptions - Risk 2
Public health events outside our control, including pandemics, epidemics, and infectious disease outbreaks, like the recent global outbreak of COVID-19, have materially hurt and may further materially hurt our business.
We face risks related to epidemics, pandemics, outbreaks, or other public health events outside our control and could disrupt our operations and hurt their financial condition. The outbreak of the COVID-19 virus has spread across the globe and affected financial markets and worldwide economic activity. It may continue to negatively impact our operations or our workforce's health by rendering employees or contractors unable to work or unable to access our facilities for an indefinite period. The effects of COVID-19 and concerns about its global spread have, during certain periods, weakened the domestic and international demand for crude oil and natural gas, hurting crude oil prices and causing significant price volatility. As the duration and full impact from COVID-19 is difficult to predict, how much it may hurt our operating results, or the duration of any potential business disruption is unknown. Any potential impact will depend on future developments, and new information that may emerge about the severity and duration of COVID-19 and the actions taken by authorities to contain it or treat its impact are beyond our control. These potential impacts, while unknown, could hurt our operating results.
Capital Markets1 | 2.4%
Capital Markets - Risk 1
Disruptions in the financial markets could affect our ability to obtain financing or refinance existing indebtedness on reasonable terms and may have other adverse effects.
Commercial-credit and equity market disruptions may cause tight capital markets in the United States. Liquidity in the global capital markets can be severely contracted by market disruptions making financing less attractive. In some cases, it leads to the unavailability of certain types of financing. Because of credit and equity market turmoil, we may not obtain debt or equity financing or refinance existing indebtedness on favorable terms, which could affect operations and financial performance.
Ability to Sell
Total Risks: 3/41 (7%)Above Sector Average
Competition1 | 2.4%
Competition - Risk 1
The industries in which we operate are highly competitive, and many of our competitors have resources more significant than we do.
The drilling industry in which we operate is generally very competitive. Most drilling contracts are awarded based on competitive bids, which may cause intense price competition. Some of our competitors in the contract drilling industry have greater financial and human resources than we do. These resources may enable them to withstand periods of low drilling rig use better, compete more effectively based on price and technology, build new drilling rigs, or acquire existing drilling rigs, and provide drilling rigs more quickly than we do in periods of high drilling rig use. The oil and natural gas industry is also highly competitive. We compete in property acquisitions and oil and natural gas exploration, development, production, and marketing with major oil companies, other independent oil and natural gas concerns, and individual producers and operators. Many of our competitors in the oil and natural gas industry have resources substantially greater than we do. The mid-stream industry is also highly competitive. Our mid-stream investment competes in gathering, processing, transporting, and treating natural gas with other mid-stream companies. Superior is continually competing with larger mid-stream companies for acquisitions and construction projects. Many of Superior's competitors have greater financial resources, human resources, and geographic presence than it does.
Demand2 | 4.9%
Demand - Risk 1
Losing one or several of our larger customers could have a material adverse effect on our financial condition and results of operations.
During the year ended December 31, 2022, one customer accounted for 10% of our oil and natural gas revenue, five customers accounted for 71% of our contract drilling revenues, and three customers accounted for 65% of our mid-stream revenues. No other third-party customer accounted for 10% or more of any of our segment revenues. Any customer may choose not to use our services or purchase oil, natural gas, or NGLs from us, and losing one or several of our larger customers could have a material adverse effect on our financial condition and results of operations if we could not find replacements.
Demand - Risk 2
Demand for our contract drilling and Superior's mid-stream services depends on the levels of spending by the oil and gas industry. A substantial or an extended decline in oil and gas prices could cause lower spending by the oil and gas industry, which could have a material adverse effect on our financial condition, results of operations, and cash flows.
Demand for our contract drilling and Superior's mid-stream services depends on the oil and gas industry's level of expenditures for the exploration, development, and production of oil and natural gas reserves. These expenditures generally depend on the industry's view of future oil and natural gas prices and are sensitive to the industry's view of future economic growth and the resulting effect on demand for oil and natural gas. Declines and anticipated declines in oil and gas prices could also cause project modifications, delays, or cancellations, general business disruptions, and delays in payment of, or nonpayment of, amounts owed to us. These effects could have a material adverse effect on our financial condition, results of operations, and cash flows.
Tech & Innovation
Total Risks: 2/41 (5%)Above Sector Average
Trade Secrets1 | 2.4%
Trade Secrets - Risk 1
BOSS drilling rig designs may be subject to intellectual property rights claims.
While we hold certain patents on our BOSS drilling rig design, it is still possible that third parties may claim that our BOSS drilling rig design infringes on their intellectual property rights. In that event, we may resolve these claims by signing royalty and licensing agreements, redesigning the drilling rig, or paying damages. These outcomes may cause operating margins to decline. In addition to money damages, plaintiffs may seek injunctive relief in some jurisdictions that may limit or prevent marketing and use of our drilling rigs if they are determined to be an infringement upon a third party's intellectual property rights.
Cyber Security1 | 2.4%
Cyber Security - Risk 1
Terrorist attacks or cyber-attacks could have a material adverse effect on our business, financial condition, or results of operations.
Terrorist attacks or cyber-attacks may affect the energy industry and economic conditions, including our operations and our customers, general economic conditions, consumer confidence and spending, and market liquidity. Strategic targets, such as energy-related assets, may be at greater risk of future attacks than other United States targets. A cyber incident could cause information theft, data corruption, operational disruption, and financial loss. Our insurance may not protect us against such occurrences. It is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition, and results of operations. We are increasingly dependent on digital technologies, including information systems, infrastructure, and cloud applications and services, to operate our businesses, process and record financial and operating data, communicate with our employees and business partners, analyze seismic and drilling information, estimate quantities of natural gas reserves, and perform other activities related to our businesses. Our business partners, including vendors, service providers, and financial institutions, also depend on digital technology. As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events, have also increased. A cyber-attack could include gaining unauthorized access to digital systems to misappropriate assets or sensitive information, corrupting data, or causing operational disruption, or result in denial-of-service on websites. Our technologies, systems, networks, and those of our business partners may become the target of cyber-attacks or information security breaches that could cause the unauthorized release, gathering, monitoring, misuse, loss, or destruction of proprietary and other information, or other disruption of our business operations. Some cyber incidents, like surveillance, may remain undetected for a long time. Deliberate attacks on our assets, or security breaches in our systems or infrastructure, the systems or infrastructure of third-parties or the cloud could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery, difficulty completing and settling transactions, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions, and third-party liability, including: - a cyber-attack on a vendor or service provider could cause supply chain disruptions, which could delay or halt the development of more infrastructure, effectively delaying the start of cash flows from the project;- a cyber-attack on our facilities may cause equipment damage or failure;- a cyber-attack on mid-stream or downstream pipelines could prevent our products from being delivered, leading to losing revenues;- a cyber-attack on a communications network or power grid could cause operational disruption resulting in loss of revenues;- deliberate corruption of our financial or operational data could cause events of non-compliance leading to regulatory fines or penalties; and - business interruptions could cause expensive remediation efforts, the distraction of management, or damage to our reputation. Implementation of various controls and processes to monitor and mitigate security threats and increase security for our information, facilities and infrastructure are costly and labor-intensive. There can be no assurance that such measures will prevent security breaches from occurring. As cyber threats continue to evolve, we may have to spend significant additional resources to modify or enhance our protective measures or investigate and remediate any information security vulnerabilities.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.

FAQ

What are “Risk Factors”?
Risk factors are any situations or occurrences that could make investing in a company risky.
    The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.
      They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.
        It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.
          How do companies disclose their risk factors?
          Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.
            Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.
              Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.
                According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.
                  How can I use TipRanks risk factors in my stock research?
                  Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.
                    You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.
                      Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.
                        A simplified analysis of risk factors is unique to TipRanks.
                          What are all the risk factor categories?
                          TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.
                          1. Financial & Corporate
                          • Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
                          • Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
                          • Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
                          • Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.
                          2. Legal & Regulatory
                          • Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
                          • Regulation – risks related to compliance, GDPR, and new legislation.
                          • Environmental / Social – risks related to environmental regulation and to data privacy.
                          • Taxation & Government Incentives – risks related to taxation and changes in government incentives.
                          3. Production
                          • Costs – risks related to costs of production including commodity prices, future contracts, inventory.
                          • Supply Chain – risks related to the company’s suppliers.
                          • Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
                          • Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.
                          4. Technology & Innovation
                          • Innovation / R&D – risks related to innovation and new product development.
                          • Technology – risks related to the company’s reliance on technology.
                          • Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
                          • Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.
                          5. Ability to Sell
                          • Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
                          • Competition – risks related to the company’s competition including substitutes.
                          • Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
                          • Brand & Reputation – risks related to the company’s brand and reputation.
                          6. Macro & Political
                          • Economy & Political Environment – risks related to changes in economic and political conditions.
                          • Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
                          • International Operations – risks related to the global nature of the company.
                          • Capital Markets – risks related to exchange rates and trade, cryptocurrency.
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