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FORM 10−K Venoco, Inc

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FORM 10−K Venoco, Inc FORM 10−K Venoco, Inc. − VQ Filed: April 05, 2006 (period: December 31, 2005) Annual report which provides a comprehensive overview of the company for the past year Table of Contents PART I ITEM 1. AND 2. BUSINESS AND PROPERTIES ITEMS 1 AND 2. BUSINESS AND PROPERTIES ITEM RISK FACTORS 1A. ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION ITEM QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 7A. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM CONTROLS AND PROCEDURES 9A. ITEM 9B. OTHER INFORMATION PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES SIGNATURES Signature EX−2.1 (EX−2.1) EX−10.1 (EX−10.1) EX−10.2 (EX−10.2) EX−10.3 (EX−10.3) EX−10.6 (EX−10.6) EX−10.28 (EX−10.28) EX−10.29 (EX−10.29) EX−14.1 (EX−14.1) EX−21.1 (EX−21.1) EX−31.1 (EX−31.1) EX−31.2 (EX−31.2) EX−32.1 (EX−32.1) Use these links to rapidly review the document TABLE OF CONTENTS CONSOLIDATED FINANCIAL STATEMENTS OF VENOCO, INC. AND SUBSIDIARIES INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 o 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 333−123711 VENOCO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 77−0323555 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 370 17th Street, Suite 2950 80202−1370 Denver, Colorado (Zip Code) (Address of Principal Executive Offices) (303) 626−8300 (Registrant's Telephone Number, Including Area Code) Securities Registered Pursuant to Section 12(b) of the Act: None 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 o No ý 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 o No ý 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 ý No o 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. ý Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non−accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b−2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non−accelerated filer ý Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Exchange Act). Yes o No ý The registrant had no voting or non−voting common stock held by non−affiliates as of the last business day of the registrant's most recently completed second fiscal quarter. There were 32,692,500 shares of common stock outstanding as of March 30, 2006. Source: Venoco, Inc., 10−K, April 05, 2006 TABLE OF CONTENTS PART I FORWARD−LOOKING STATEMENTS GLOSSARY OF TECHNICAL TERMS SUPPLEMENTAL INFORMATION ITEM 1. AND 2. BUSINESS AND PROPERTIES ITEM 1A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES ITEM 9B. OTHER INFORMATION PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 2 Source: Venoco, Inc., 10−K, April 05, 2006 FORWARD−LOOKING STATEMENTS All statements other than statements of historical fact included in this report are forward−looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. Forward−looking statements generally can be identified by the use of forward−looking terminology such as "may," "expect," "intend," "estimate," "anticipate," "believe" or "plan" or the negative thereof or variations thereon or similar terminology. Forward−looking statements relate to, among other things: • our future financial position, including cash flow and anticipated liquidity; • amounts and nature of future capital expenditures; • acquisitions and other business opportunities; • operating costs and other expenses; • wells to be drilled or reworked; • oil and natural gas prices and demand; • exploitation, development and exploration prospects; • asset retirement obligations; • estimates of proved oil and natural gas reserves; • reserve potential; • development and infill drilling potential; • expansion and other development trends in the oil and natural gas industry; • business strategy; • production of oil and natural gas; • planned asset sales or dispositions; and • expansion and growth of our business and operations. Although we believe that the expectations reflected in such forward−looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Disclosure of important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are included under "Risk Factors" and elsewhere in this report, including, without limitation, in conjunction with the forward−looking statements. All forward−looking statements speak only as of the date made. All subsequent written and oral forward−looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, we undertake no obligation to update any forward−looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Factors that could cause actual results to differ materially from our expectations include, among others, such things as: • acquisitions and other business opportunities (or the lack thereof) that may be presented to and pursued by us; • competition for available properties and the effect of such competition on the price of those properties; 3 Source: Venoco, Inc., 10−K, April 05, 2006 • oil and natural gas prices; • risks related to our level of indebtedness; • our ability to replace oil and natural gas reserves; • loss of senior management or technical personnel; • risks arising out of our hedging transactions; • our inability to access oil and natural gas markets due to operational impediments; • uninsured or underinsured losses in our oil and natural gas operations; • inaccuracy in reserve estimates and expected production rates; • exploitation, development and exploration results; • costs related to asset retirement obligations; • a lack of available capital and financing; • the potential unavailability of drilling rigs and other field equipment and services; • general economic, market or business conditions; • factors affecting the nature and timing of our capital expenditures, including the availability of service contractors and equipment, permitting issues, weather and limits on the number of activities that can be conducted at any one time on our offshore platforms; • the impact and costs related to compliance with or changes in laws or regulations governing our oil and natural gas operations; • environmental liabilities; • risk factors discussed in this report; and • other factors, many of which are beyond our control. GLOSSARY OF TECHNICAL TERMS 3D seismic Geophysical data that depicts the subsurface strata in three dimensions. 3D seismic data typically provides a more detailed and accurate interpretation of the subsurface strata than two dimensional seismic data. Anticline An arch−shaped fold in rock in which rock layers are upwardly convex. Bbl One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbon. Bcf One billion cubic feet of natural gas. Bcfe One billion cubic feet of natural gas equivalent, using the ratio of one barrel of crude oil, condensate or natural gas liquids to six Mcf of natural gas.
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