Willful Misconduct or Negligence?
The jeopardy that officers and directors of the producer firms find themselves in today is maybe unique in the history of business. Over the past twenty years they’ve had to tolerate many difficulties such as the financial crisis, Covid and Shale disrupting their business model to name just the highlights. Meanwhile there has been a lingering issue of production discipline continuing in the background. Production discipline challenges the practice of placing 100% of production on the market at all times, regardless of market capacity to absorb the volume or control commodity prices. People, Ideas & Objects detailed in our January 15, 2024, blog post the consequences of overproduction, or unprofitable production due to lack of production discipline, including repeated price collapses since July 1986.
A Summary of the Issue
Producers' assumption that the market can clear any level of production is incorrect. There are consequences and the primary one is that oil & gas commodity prices are determined under the economic principles of price makers. Any surplus production reduces the price below the marginal cost of all oil & gas, creating unprofitability. Creating a situation where today we can quantify the difficulty in the natural gas side of the business due to its breakdown from the standard heating value of 6 to 1 to as low a pricing as 40 to 1 per barrel of oil. As for oil prices, we can only assume they were sold at a discount, though the exact amount is difficult to determine.
- Overproduction is best considered to be production that is unprofitable.
- Based on the financial status of the producers, the service industry and the greater oil & gas economy, nothing has been produced profitably for decades.
- If not for the incremental investments made by investors throughout the 1990s, 2000 - 2015 period the industry would have failed long ago.
- The destruction and incineration by unprofitably producing 780 TCF of natural gas over the course of this century. Why has so much damage been allowed to develop?
- Involving the deliberate avoidance of recognizing, understanding and remedying what has become a $4 trillion dollar natural gas revenue hole in their operations.
- Unquantified and much larger financial issues with oil.
- An issue that was recognized, understood and a solution provided to them by People, Ideas & Objects in the form of the Preliminary Specification in 2012.
- Where producers investors abandoned their further support of producers capital needs in 2015. An act that should obtain 100% of the officers and directors focus to resolve, yet nothing was done.
- Where a 2016 opportunity began with the development of LNG export markets to realize a global price, and rehabilitate the domestic natural gas price, was lost and is irretrievable without People, Ideas & Objects.
- 2024 shows minimal opportunity now exists to enter the global market through LNG contracts until later this decade.
- Leaving only the Preliminary Specification available for producer officers and directors to institute the production discipline necessary to rehabilitate their domestic natural gas price.
- And establish a marginal global oil price.
- Attaining People, Ideas & Objects objectives of preservation, performance and profitability.
At this point what we’ve documented is that the decisions and understanding of the officers and directors, since at least 2007, have been incorrect and flawed. Overproduction due to a lack of production discipline is an existential issue to the industry. Assuming oil & gas commodities follow the price taker principles was absolutely incorrect. Therefore assets in the form of petroleum reserves, in this instance at least 780 TCF, were not managed appropriately for their shareholders. Secondly, the value of those reserves was not maximized. Revenues realized for 2023 averaged 26.4% of what the 6 to 1 oil price would have achieved. Our analysis shows approximately $4.03 trillion in revenues have been unrealized due to officers and directors inactions since July 2007. Reuters recently published industry could realize an incremental $2.6 trillion in revenues as a result of digitalization. ERP systems will be a foundation of that effort. Would these revenues have assisted industry in:
- Deferring the excessive investments being made by investors from 2007 to 2015?
- Maintain a profitable and prosperous North American oil & gas industry?
- Ensured a competitive, robust, capable service industry was healthy and prosperous?
- Maintained market participation in LNG.
- Investors participate in an undiluted share of the financial benefits of a well managed oil & gas and service industries?
Legal jeopardy in the form of willful misconduct has been attached to the officers and directors and they stand to lose their Officers and Directors Insurance coverage if they are found to have not responded to a threat in their producer firm. The threat has become a reality and as such there were material losses. People, Ideas & Objects warned them extensively and provided a solution, however it was counter to their best interests personally in the form of disintermediation. Additionally investors had suspended support for the past eight years due to their dissatisfaction with the performance of the producer firms. People, Ideas & Objects understood their actions to be significant. Damages have been and will continue to be realized until officers and directors decide to act to develop the Preliminary Specification. Therefore, is this willful misconduct or negligence?
It will be nine years ago that investors began the process of removing their support. Causing a variety of actions by the producers management to make up for the short fall in investor activity. Not in any specific order, the process involved seeking funding from the following.
- Producer banks continued to fund them, however as investors did, banks have curtailed their exposure to oil & gas.
- Sales of properties to other producers was able to raise capital budgets.
- Reductions in field activity levels and offering only discounted prices on any field work reduced producers' capital costs substantially.
- Retroactively changing the terms of payment schedules with the service industry to 18 months.
Based on the financial status of the producers, the service industry, and the greater oil & gas economy, it appears that nothing has been produced profitably for decades. Without the incremental investments from investors between the 1990s and 2015, the industry would have likely failed. Petroleum reserves are only valuable assets if they can be produced profitably. Industry consumes cash, therefore it carries a net negative present value.
With only 30% of the drilling capacity that was available to them in 2015. Producers announced in the first week of January 2024 that record production of both oil & gas was achieved. This occurs while others such as OPEC are removing several million barrels per day from the market. Production discipline is a business issue and not an engineering or geological issue. Officers and directors hold to their opinion that spending money is profitable. Therefore and in consequence, business issues can be "muddled through."
It's important for officers and directors to understand their legal obligations and the potential consequences of their actions. Decisions that significantly impact a corporation should always be made in good faith, with due diligence, and in the best interests of the company and its stakeholders.
Global LNG Markets Open
2016 saw the beginning of a substantial buildout in LNG facilities in the Gulf of Mexico and elsewhere in the U.S. As they stand today the export capacity of these facilities is 14.6 BCF / day. There are 10.8 BCF in incremental capacity under construction. 19.26 BCF / Day approved however not under construction. The existing capacity increase would have been a major benefit to the oil & gas producers over the past seven years. Except it was not realized. The value of taking the highly depressed North American natural gas prices from the Gulf of Mexico to the lucrative ports of Japan and the Netherlands does not appear to have occurred. Since we raised this point in a series of posts entitled “This One’s Nuclear, Part I,II,III & IV we have learned of Chesapeake and ARC Resources getting involved in the business of shipping gas overseas. Not to be outdone, on January 8, 2024 Shell announced they had signed an agreement with Ksi Lisims LNG for 2 million tonnes per annum. An LNG facility that doesn’t exist, isn’t under construction, hasn’t been approved by regulators or decided to be built. And now, Exxon and EQT have joined the party.
Even they don’t have gravitas to secure space on anything but vaporware contract access to prospective LNG facilities. Confirming our analysis and proving that there are a multitude of business issues that prove willful misconduct. I’ll reiterate, the only method for producers to eliminate others from continuing to poach the value from natural gas production is to implement the Preliminary Specification.
Profitable, North American Energy Independence -- Through the Commercialization of Shale
July 4, 2019 People, Ideas & Object publish a White Paper with the above title. Detailing how North American based oil & gas producers could deal with their overproduction or unprofitable production and deal with the high cost of Shale based production. We received a wide distribution of this .pdf and engaged in a specific discussion around the application of the Preliminary Specification to the issue of overproduction or unprofitable production. No response was received from any of the producer firms in terms of participating in development.
We’re aware of a group of oil & gas investors who had expressed dissatisfaction with the performance of the producers. Who had specifically asked some officers and directors about the Preliminary Specification, to which they received the following response.
Officers and directors responded with two specific comments.
- The solution was crazy and would never work.
- They couldn’t shut-in production without seriously damaging the formations and its reserves. Making the comment that “the formation would fold over on itself.”
April 2020 proved this was untrue when 25% of world’s oil production was taken offline. Upon resumption not one producer announced they had incurred any damage to their formations. Production eventually resumed as it was prior to the lockdowns. Why this reasoning was used is unknown. Producers frequently shut-in production for a variety of reasons.
- Production is shut-in during hurricanes in the Gulf of Mexico.
- During annual plant turnaround operations.
- Workovers and service rig operations.
Clean Energy
As odd as the 2019 declaration that the Preliminary Specification was crazy and unworkable. In late 2021 producer officers and directors declared Shale would never be commercial. Two years after the publication of our White Paper and not one response from a producer firm. Yet declared the frontier of oil & gas not viable? The movement of producer firms' financial resources would then be dedicated to clean energy?
- An industry of which producers have no strategic competitive advantage.
- No firm in the world has commercialized any clean energy projects.
- All firms are heavily dependent upon government subsidies.
- Is lead by European wanna-be teenage dictators.
Those people involved in pushing the technologies of Shale in the producers and service industry learned that producers were no longer committed to oil & gas. Why would rig operators invest in new rigs to watch them be cut up for scrap metal and producers chase solar farms? We were led to believe that this “investor demanded” initiative into clean energy was the direction expected.
- Except no investor in their right mind would authorize or volunteer to invest their revenues and cash in unrelated industries of which no competitive advantage exists.
- Especially after watching the producer argue with investors and refuse to earn a profit for decades.
- Have consistently refused to listen to any discussion of the issue or alternative solution to deal with the lack of their commercial oil & gas operations.
- Yet, overnight, and without shareholder approval, changed the direction of the firm into unrelated fields in which they held no competitive advantages.
- Explicitly taking, in an unauthorized manner, the investors revenues that investors had built and would need to rebuild the oil & gas industry with.
- To allow officers and directors to invest in some industry where we know accountability is substandard of the governments.
This is best represented in this Forbes article that argues the Exxon Annual Meeting was a pretentious play worthy of Shakespeare.
‘The Vote’ (A Play In Three Acts By ExxonMobil Productions)
Realizing clean energies evident folly producers return to “Shale” in the Permian and undertake a campaign of “consolidation” to “remediate” the industry. Is this a permanent commitment or until the Annual Meeting is over? At the beginning of 2024 we can’t be too quick to criticize their lack of action. Just as the switch to the clean energy industries opaque accountability, consolidation solves which mythical issue?
Conclusion
This is un-qualifying on every level and in so many different perspectives for the officers and directors. There is a unique personal situation they’ve created for themselves. Where their personal financial jeopardy is at risk from officers and directors willful misconduct.
- Officers and directors are personally responsible for any judgments from lawsuits they may incur as a result of being an officer or director of a firm.
- They pledged their personal assets before they became officers and directors.
- They carry Officers and Directors Insurance to cover the risk they are liable to their shareholders and others for judgments.
- Insurance premiums are paid by the firm. In normal cases, insurance is maintained by the firm for a period of time (statute of limitations) after the officers and directors have left.
- Insurance coverage does not apply to a situation where officers and directors knew, or should have known, of a situation that caused or will cause damage to the firm and its investors. It would be difficult to assert they were unaware of these damages considering the following:
- Would insurance coverage be maintained for an undetermined willful misconduct / negligence question that potentially leads to $4 trillion in damages?
- People, Ideas & Objects have been dedicated to resolving this issue since:
- The Preliminary Research Report was published in May 2004.
- This blog began in December 2005.
- The Preliminary Specification was published in August 2012.
- However, having a solution available only proves negligence.
- I have failed on two previous occasions to bring advanced ERP systems to oil & gas. Oracle and IBM made similar attempts. Prompting their exit from the industry.
- Our conclusion regarding these failures is that producers maintain old and inadequate ERP systems and accounting procedures to facilitate continued opaque accountability.
- We were and are offering enhanced accountability, which was not what the market asked for.
- People, Ideas & Objects have repeatedly warned producers of the detrimental nature of overproduction and its consequences with our value proposition at $25.7 to $45.7 trillion over the next 25 years. We’ve calculated $4 trillion dollars for natural gas deficient revenues in North America since 2007.
- Reuters has published that there is an incremental value of $2.6 trillion dollars to be captured in the next few years through digitalization of the industry. We include ERP software in that digitalization as it would be the foundation.
- If others are aware of trillion dollar issues in oil & gas why are officers and directors not. Therefore are they liable to their investors if they take no actions?
- Oil & gas investors have expressed dissatisfaction over the past nine years. With no action taken by officers and directors.
- Investors asked specifically about a solution, the Preliminary Specification, and were told untruths as to why it was not appropriate.
- When People, Ideas & Objects asserted oil & gas was never profitable.
- Officers and directors made specious claims that are not supported by basic, common logic or understanding.
- During 2011 - September 2014 oil prices averaged approximately $95.
- In September 2014 oil dropped to $86.07. Producers announced they would be profitable at $70.
- In December 2014 oil dropped to $68.62 producers announced they would be profitable at $55.
- In February 2014 oil dropped to $43.85 producers announced they would be profitable at $35.
- In August 2015 oil dropped to $36.17 producers announced they would be profitable at $30. And so on.
- Innovation claims were the reason. What People, Ideas & Objects assert is this is nothing more than innovative historical accounting.
- However, innovations in historical accounting put Bernie Madoff in prison, even though he never reported a loss, either.
- When a producer is able to drill at best 5% of their total producing well inventory in a year. How could that 5% reduce the capital costs of all their prior exploration and production costs in such a material way?
- Is there more to what has occurred in this willful misconduct by the producer officers and directors?
- Insurance coverage will be null and void as a result of willful misconduct for any lawsuits stemming from the trillions of dollars in waste they’ve caused.
- They were warned, and didn't act.
- Investors raised concerns, yet officers and directors did nothing.
- Opportunities to rehabilitate markets were not realized.
- Untruths, blaming and viable scapegoats were used to deflect any fault.
- “Muddle through” is standard operating procedure.
- The lack of production discipline continues.
- Today officers and directors may be able to ensure their insurance will not be canceled by acting to resolve the issue.
- If steps are taken today to mitigate the issue and correct the error by moving forward with funding and the development of the Preliminary Specification.
To summarize, in my opinion legal jeopardy has been attached to the producers officers and directors on the issue of willful misconduct. It is material and will need to be addressed within the following deadlines. This is an industry wide initiative and I will not be participating in the messaging or promotion of the following deadlines outside of this blog and X. The producers are able to encourage their working interest partners to participate in these developments and organize themselves. For People, Ideas & Objects to cold call after we’ve been ostracized for two decades from the industry, would demand another century or two of effort to complete.
Deadlines
People, Ideas & Objects have set February 16, 2024 as the deadline for producers to exercise their $30 million U.S. option of keeping the Preliminary Specification available to them for the purposes mentioned today.
April 12, 2024 is the deadline for their participation in the development of the Preliminary Specification. This will provide the producers with the opportunity to go before their investors during their Annual General Meeting and ensure they have sought to correct the problem.
People, Ideas & Objects will not commence any developments until such time as all the proceeds are secured by the April 12, 2024 deadline. If either deadline is missed we will defer back to our Profitable Production Rights method of financing. Budget information and a producer's individual share can be determined there.
There is a sense of urgency and enough time has been wasted. The consequences of what has occurred we feel are tragic and few options exist. Action is required. Expectations upon us will be difficult to manage and we’re beginning to meet those expectations with these deadlines. Effective February 19, 2024, or potentially April 15, 2024, assuming producer officers and directors pass on People, Ideas & Objects deadlines. If officers and directors do not fulfill their fiduciary duty in meeting these deadlines. Would that bring about a different set of legal consequences they would have chosen to pursue.
Potential members of our user community may want to take note of the progression of these activities.