A&D diligence
How A&D Buyers Read a Third-Party Reserve Report
Key takeaways
- A reserve report is an engineered case, not a purchase-price recommendation.
- Buyers focus on assumptions, classification support, development timing, cost realism, and reconciliation to filings.
- The most important diligence work is often outside the summary tables.
- SEC Exhibit 99 reports help tie public disclosures to the independent reserve case, but they do not answer every buyer question.
TL;DR
- Start with reserve category, effective date, price basis, ownership, and operator assumptions.
- Reconcile the report to production history, lease operating expense, capital plans, and SEC filings.
- Stress-test PUDs harder than PDPs because undeveloped reserves depend on future capital and execution.
- Treat the report as evidence, not as a substitute for engineering, land, environmental, and commercial diligence.
What the report actually contains
A third-party reserve report normally includes an effective date, property list, reserve category tables, cash-flow projections, price and cost assumptions, ownership interests, operating expense, future capital, abandonment cost assumptions, and evaluator qualifications. Public company filings may include a third-party report as Exhibit 99, and SEC Item 1202 specifies information required when a third party prepares or audits reserve estimates, including purpose, scope, assumptions, methods, limitations, and conclusions (17 CFR Part 229 Subpart 1200).
For a buyer, the report is not the end of diligence. It is a structured map of the seller’s engineered case. The question is whether the underlying properties, assumptions, and classifications survive a buyer’s view of price, costs, timing, operations, title, and risk.
How proved categories are presented
SEC rules define proved oil and gas reserves as quantities that can be estimated with reasonable certainty to be economically producible from known reservoirs under existing conditions (17 CFR 210.4-10). Developed reserves can be recovered through existing wells and equipment, while undeveloped reserves require new wells or major capital. Item 1202 requires public registrants to disclose proved developed, proved undeveloped, and total proved reserves; probable and possible reserves are optional if disclosed with uncertainty discussion (17 CFR Part 229 Subpart 1200).
A&D buyers usually divide the report into three workstreams. PDP is tested against recent production and operating data. PDNP is tested against mechanical status, facility readiness, and workover economics. PUD is tested against spacing, parent-child effects, lateral length, type curves, permitability, capital availability, and development schedule.
Where buyers stress-test the seller’s case
The first stress test is production. Engineers compare the report’s forecast to monthly well-level history, downtime, choke changes, compression constraints, and curtailments. If the report assumes a clean decline but actual operations show interruptions, the buyer needs to decide whether the interruptions are temporary, recurring, or structural.
The second stress test is cost. Lease operating expense, workover cost, gathering and transportation, water handling, electricity, compression, ad valorem taxes, and abandonment costs can shift value materially. SEC’s production-cost definition includes operating and maintenance costs, labor, repairs, supplies, fuel, property taxes, insurance, and severance taxes, while excluding DD&A (17 CFR 210.4-10).
The third stress test is price. SEC proved reserve disclosure uses a 12-month historical average price, unless contractual pricing applies (17 CFR 210.4-10). A buyer may instead underwrite a forward curve, bank deck, hedge-adjusted case, or internal planning deck. That difference can explain why a seller’s public reserve value and a buyer’s acquisition value diverge.
PUDs deserve a different review
PUDs are often the most judgment-heavy part of the report. SEC rules require undeveloped locations to be supported by an adopted development plan generally scheduled to be drilled within five years, unless specific circumstances justify a longer period (17 CFR 210.4-10). SPE PRMS also frames reserves around discovered, recoverable, commercial quantities tied to development projects, while separating uncertainty and project maturity (SPE PRMS 2018).
A buyer should ask who controls the capital program, whether the operator has historically converted PUDs on schedule, whether permits and surface access are realistic, and whether offset performance supports the type curve. In unconventional plays, PUD risk is rarely just geology. It is also spacing, interference, completion design, service cost inflation, takeaway, and inventory exhaustion.
Reconciliation to 10-K Exhibit 99
For a public seller, the reserve report should reconcile to the 10-K reserve section and any Exhibit 99 third-party report. Item 1203 requires disclosure of total PUD quantities, material PUD changes, investments made to convert PUDs, and explanations for material undeveloped reserves that remain undeveloped for five years or more (17 CFR Part 229 Subpart 1200). Public examples from large E&P filings show the standard pattern: reserve quantities, standardized measure, changes in standardized measure, and reserve rollforward are disclosed in annual reports and notes.
A buyer should tie beginning reserves, additions, revisions, purchases, sales, production, and ending reserves. Unexplained positive revisions, repeated negative technical revisions, or large PUD additions without proportional development capital deserve follow-up.
When this comes up
A&D analysts use reserve reports during bid screening, management presentations, data-room review, lender discussions, investment committee packages, and purchase agreement negotiation. PE-backed CFOs use them to size acquisition financing, decide hedge strategy, and explain the deal to boards and capital providers. Acquisition managers use them to decide where field diligence, land review, and environmental review should focus.
The report becomes especially important when the purchase price depends on PDP cash flow durability, when PUD inventory justifies a large part of the bid, or when seller public disclosures create a baseline that buyer diligence must explain.
Common misreadings
The first misreading is treating an independent reserve report as a guarantee. Reserve estimates are uncertain by definition, and SEC Item 1202 requires discussion of inherent uncertainties in third-party reserve reports (17 CFR Part 229 Subpart 1200).
The second is treating SEC proved as the same thing as buyer proved. SEC proved reserves use disclosure rules; a buyer’s investment case may use different prices, costs, timing, and risk tolerances.
The third is reading summary value before reading assumptions. A reserve report’s answer can look precise while being highly sensitive to a handful of assumptions: timing, LOE, capital, differential, terminal economic limit, and PUD conversion pace.
Bottom line
A&D buyers read reserve reports as a disciplined set of claims about volumes, cash flow, timing, and risk. The best buyers do not merely “mark down” the report. They identify which assumptions they can verify, which they can insure through price or structure, and which they should refuse to buy.
For asset-level reviews and engagements, the Petropt team works under NDA.
Request accessReferences
- SEC Regulation S-X Rule 4-10, oil and gas reserve definitions
- SEC Regulation S-K Subpart 1200, oil and gas disclosure requirements
- SEC Final Rule, “Modernization of Oil and Gas Reporting,” Release No. 33-8995
- SPE, Petroleum Resources Management System 2018
- SEC Division of Corporation Finance, Oil and Gas Rules Frequently Asked Questions
- Wikipedia, oil and gas reserves and resource quantification