Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
1. FINANCIAL STATEMENT PRESENTATION |
1. FINANCIAL STATEMENT PRESENTATION
During interim periods, Petrohawk Energy Corporation (referred to as Petrohawk or the Company) follows the accounting policies disclosed in its 2008 Annual Report on Form 10-K, as amended, and filed with the Securities and Exchange Commission (SEC). Please refer to the footnotes in the 2008 Form 10-K when reviewing interim financial results.
These unaudited condensed consolidated financial statements reflect, in the opinion of the Companys management, all adjustments, consisting only of normal and recurring adjustments, necessary to present fairly the financial position as of, and results of operations for, the periods presented. Interim period results are not necessarily indicative of results of operations or cash flows for the full year. Certain prior year amounts have been reclassified to conform to the current year presentation. We have evaluated events or transactions through August4, 2009 in conjunction with the preparation of these condensed consolidated financial statements.
Marketable Securities
The Company invests a portion of its cash in money market mutual funds which are highly liquid marketable securities. The Company accounts for marketable securities in accordance with Financial Accounting Standards Boards (FASB) Statement of Financial Accounting Standards (SFAS) No.115, Accounting for Certain Investments in Debt and Equity Securities and classifies marketable securities as trading, available-for-sale, or held-to-maturity. The appropriate classification of its marketable securities is determined at the time of purchase and reevaluated at each balance sheet date.
At June30, 2009 and December31, 2008, the Company held approximately $17.0 million and $123.0 million, respectively of marketable securities which have been classified and accounted for as trading securities. Trading securities are recorded at fair value with realized gains and losses reported in Interest expense and other in the condensed consolidated statements of operations.
Oil and Natural Gas Properties
The Company accounts for its oil and natural gas producing activities using the full cost method of accounting as prescribed by the SEC. Accordingly, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized.All general and administrative corporate costs unrelated to drilling activities are expensed as incurred.Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change.Depletion of evaluated oil and natural gas properties is computed on the units of production method based on proved reserves.The net capitalized costs of proved oil and natural gas properties are subject to a full cost ceiling limitation in which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%, net of tax considerations. Under Staff Accounting Bulletin Topic 12.D.3.c., the C |
2. ACQUISITIONS AND DIVESTITURES |
2. ACQUISITIONS AND DIVESTITURES
Acquisitions
Fayetteville Shale
On January7, 2008, the Company entered into an agreement to purchase additional properties located in the Fayetteville Shale for $231.3 million after customary closing adjustments. The transaction closed on February8, 2008. The acquired properties include interests primarily in Van Buren and Cleburne Counties, Arkansas that are substantially undeveloped.
Elm Grove Field
On January22, 2008, the Company completed an acquisition of interests in the Elm Grove Field, located primarily in Bossier and Caddo Parishes of North Louisiana, for approximately $169 million.
Divestitures
Gulf Coast Properties
On November30, 2007, the Company completed the sale of its Gulf Coast properties for $825 million, consisting of $700 million in cash and a $125 million note that the purchaser could redeem at any time prior to one year from November30, 2007 for $100 million plus accrued and unpaid interest. If the redemption occurred prior to April29, 2008, accrued interest would be waived. On April28, 2008, the purchaser redeemed the note for $100 million. |
3. OIL AND NATURAL GAS PROPERTIES |
3. OIL AND NATURAL GAS PROPERTIES
The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs of acquisition, exploration and development of oil and natural gas reserves (including such costs as leasehold acquisition costs, geological expenditures, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and natural gas properties when incurred. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depletion exceed the discounted future net revenues of proved oil and natural gas reserves net of deferred taxes, such excess capitalized costs are charged to expense. Full cost companies use the prices in effect at the end of each accounting quarter to calculate the ceiling test value of their reserves. Subsequent commodity price increases may be utilized to calculate the ceiling value and reserves. However, this option will no longer be available to the Company starting December31, 2009 due to adoption of the new oil and natural gas reporting requirements.
The Company assesses all items classified as unevaluated property on a quarterly basis for possible impairment or reduction in value. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.
At June30, 2009, the ceiling test value of the Companys reserves was calculated based on the June30, 2009 West Texas Intermediate (WTI) posted price of $69.89 per barrel, adjusted by lease for quality, transportation fees, and regional price differentials, and the June30, 2009 Henry Hub spot market price of $3.89 per million British thermal units (Mmbtu), adjusted by lease for energy content, transportation fees, and regional price differentials. At June30, 2009, the Companys net book value of oil and natural gas properties did not exceed the ceiling amount. Changes in production rates, levels of reserves, future development costs, and other factors will determine the Companys actual ceiling test calculation and impairment analyses in future periods.
At March31, 2009 the ceiling test value of the Companys reserves was calculated based on the March31, 2009 WTI posted price of $49.66 per barrel, adjusted by lease for quality, transportation fees, and regional price differentials, and the March31, 2009 Henry Hub spot market price of $3.63 per Mmbtu, adjusted by lease for energy content, transportation fees, and regional price differentials. Using these prices, the Companys net book value of oil and n |
4. LONG-TERM DEBT |
4. LONG-TERM DEBT
Long-term debt as of June30, 2009 and December31, 2008 consisted of the following:
June30, 2009(1) December31, 2008(1)
(In thousands)
Senior revolving credit facility $ $ 450,000
10.5% $600 million senior notes (2) 550,576
7.875% $800 million senior notes 800,000 800,000
9.125% $775 million senior notes (3) 764,222 763,773
7.125% $275 million senior notes (4) 265,217 264,080
9.875% senior notes 224 254
Deferred premiums on derivatives 17,862 5,767
$ 2,398,101 $ 2,283,874
(1) Amount excludes $35.2 million and $9.4 million of long-term debt which has been classified as current at June30, 2009 and December31, 2008, respectively. These amounts represent deferred premiums on derivatives contracts that are expected to be settled in the next 12 months.
(2) Amount includes a $49.4 million discount at June30, 2009 recorded by the Company in conjunction with the issuance of the notes. See 10.5% Senior Notes below for more details.
(3) This amount is comprised of the $650.0 million and $125.0 million private placements consummated in July2006. These amounts include a $5.4 million and $5.9 million discount at June30, 2009 and December31, 2008, respectively, recorded by the Company in conjunction with the issuance of the $650.0million notes. Additionally, these amounts include a $0.9 and $1.0 million premium at June30, 2009 and December31, 2008, recorded by the Company in conjunction with the issuance of the $125.0 million notes. See 9.125% Senior Notes below for more details.
(4) Amount includes a $7.2 million and $8.3 million discount at June30, 2009 and December31, 2008, respectively, recorded by the Company in conjunction with the assumption of the notes. See 7.125% Senior Notes below for more details.
Senior Revolving Credit Facility
The Company entered into the Third Amended and Restated Senior Revolving Credit Agreement, dated as of September10, 2008 (the Senior Credit Agreement), between the Company, each of the lenders from time to time party thereto (the Lenders), BNP Paribas, as administrative agent for the Lenders, Bank of America, N.A. and BMO Capital Markets Financing, Inc. as co-syndication agents for the Lenders, and JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Fortis Capital Corp. as co-documentation agents for the Lenders, which amends and restates its $1 billion senior revolving credit agreement dated July12, 2006. The Senior Credit Agreement provides for a $1.5 billion facility with a borrowing base of $1.1 billion that will be redetermined on a semi-annual basis, with the Company and the Lenders each having the right to one annual interim unscheduled redetermination, and adjusted based on the Companys oil and natural gas properties, reserves, other indebtedness and other relevant factors. The Companys borrowing base is subject to a reduction equal to the product of $0.25 multiplied by the stated principal amount (without regard to any initial issue discount) of any notes that the Company may issue. On January27, 200 |
5. FAIR VALUE MEASUREMENTS |
5. FAIR VALUE MEASUREMENTS
Effective January1, 2008, the Company adopted SFAS157. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. Pursuant to SFAS 157, the Companys determination of fair value incorporates not only the credit standing of the counterparties involved in transactions with the Company resulting in receivables on the Companys condensed consolidated balance sheets, but also the impact of the Companys nonperformance risk on its liabilities.
SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. SFAS 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The three levels of the fair value hierarchy defined by SFAS 157 are as follows:
Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value.
The following tables set forth by level within t |
6. ASSET RETIREMENT OBLIGATIONS |
6. ASSET RETIREMENT OBLIGATIONS
The Company records an asset retirement obligation (ARO) when the total depth of a drilled well is reached and the Company can reasonably estimate the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon costs. For gas gathering systems, the Company records an ARO when the system is placed in service and the Company can reasonably estimate the fair value of an obligation to perform site reclamation and other necessary work. The Company records the ARO liability on the condensed consolidated balance sheets and capitalizes a portion of the cost in Oil and natural gas propertiesevaluated or Gas gathering system and equipment during the period in which the obligation is incurred. In general, the amount of an ARO and the costs capitalized will be equal to the estimated future cost to satisfy the abandonment obligation using current prices that are escalated by an assumed inflation factor up to the estimated settlement date and adjusted for the Companys credit risk. This amount is then discounted back to the date that the abandonment obligation was incurred using an assumed cost of funds for the Company. After recording these amounts, the ARO is accreted to its future estimated value using the same assumed cost of funds. The Company records the accretion of its ARO liabilities in Depletion, depreciation and amortization expense in the condensed consolidated statements of operations. The additional capitalized costs are depreciated on a unit-of-production basis or straight-line basis.
The Company recorded the following activity related to its ARO liability for the six months ended June30, 2009 (in thousands):
Liability for asset retirement obligation as of December31, 2008 $ 28,644
Liabilities settled and divested (307 )
Additions 1,190
Accretion expense 700
Liability for asset retirement obligation as of June30, 2009 $ 30,227
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7. COMMITMENTS AND CONTINGENCIES |
7. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be a plaintiff or defendant in a pending or threatened legal proceeding arising in the normal course of its business. All known liabilities are accrued based on the Companys best estimate of the potential loss. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Companys management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on the Companys condensed consolidated operating results, financial position or cash flows. Please refer to Part II. Other Information, Item1. Legal Proceedings for further information on pending cases.
As of June30, 2009, the Company has drilling rigs under contract with a total commitment of $355.1 million over four years.At December31, 2008, the Company had drilling rigs under contract with a total commitment of $433.0 million over four years.
The Company has various other contractual commitments pertaining to exploration, development and production activities. The Company has work related commitments for, among other things, pipeline and well equipment, obtaining and processing seismic data and natural gas pipeline transportation. At June30, 2009 and December31, 2008, these work related commitments totaled $1.1 billion over 16 years and $507.8 million over 20 years, respectively. |
8. DERIVATIVES |
8. DERIVATIVES
The Company is exposed to certain risks relating to its ongoing business operations, such as commodity price risk and interest rate risk. Derivative contracts are utilized to economically hedge its exposure to price fluctuations and reduce the variability in the Companys cash flows associated with anticipated sales on future oil and natural gas production. The Company generally hedges a substantial, but varying, portion of anticipated oil and natural gas production for the next 12-36 months. Derivatives are carried at fair value on the condensed consolidated balance sheets, with the changes in the fair value included in the condensed consolidated statements of operations for the period in which the change occurs. Generally, the Company enters into interest rate swaps to mitigate exposure to market rate fluctuations by converting variable interest rates (such as those on the Companys Senior Credit Agreement) to fixed interest rates.
It is the Companys policy to enter into derivative contracts, including interest rate swaps, only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. Each of the counterparties to the Companys derivative contracts is a lender in the Companys Senior Credit Agreement. The Company did not post collateral under any of these contracts as they are secured under the Companys Senior Credit Agreement.
At June30, 2009 the Company has entered into commodity collars, swaps, put options and basis swaps. The Company has elected to not designate any of its derivative contracts for hedge accounting. Accordingly, the Company records the net change in the mark-to-market valuation of these derivative contracts, as well as all payments and receipts on settled derivative contracts, in Net gain (loss) on derivatives contracts on the condensed consolidated statements of operations.
During the second quarter of 2009, the Company entered into interest rate swaps to convert a portion of its long-term debt from a fixed interest rate to a variable interest rate. At June30, 2009 the Company had five open interest rate swap positions that converted its $600 million senior notes with a 10.5% fixed interest rate to a variable interest rate with a fixed spread ranging from 1.50% to 1.55% against LIBOR for the next two years.
During the first quarter of 2009, the Company entered into three interest rate swap derivative contracts. In conjunction with the issuance of the 2014 Notes in January 2009, the Company repaid all outstanding borrowings under its Senior Credit Agreement. As a result, the Company made the decision to settle all of its outstanding interest rate swap derivative contracts which resulted in a minimal gain during the first quarter of 2009. This gain is included in Net gain (loss) on derivative contracts on the condensed consolidated statements of operations.
During the first quarter of 2008, the Company entered into two interest rate swap derivative contracts. In conjunction with the Companys debt and equity raises during the second quarter of 2008, the Company repaid all outstanding borrowings under its Senior Credit Agr |
9. STOCKHOLDERS' EQUITY |
9. STOCKHOLDERS EQUITY
At the Companys annual meeting on June18, 2009, its shareholders voted on three proposals related to its common stock and stock plans. The Companys Certificate of Incorporation was amended to increase the number of shares of common stock available for issuance from 300million shares to 500million shares. In addition, amendments to the Companys 2004 Employee Incentive Plan and the 2004 Non-Employee Director Incentive Plan were ratified and approved to increase the number of shares of common stock that may be issued under the plans by 5.3million shares and 0.5million shares, respectively.
On March4, 2009, the Company sold an aggregate of 22million shares of its common stock in an underwritten public offering. The gross proceeds from the sale were approximately $385 million, before deducting underwriting discounts and commissions and estimated expenses of $9 million.
On August15, 2008, the Company sold an aggregate of 28.8million shares of its common stock in an underwritten public offering. The gross proceeds from the sale were approximately $763 million, before deducting underwriting discounts and commissions and estimated expenses of $29 million.
On May13, 2008, the Company sold an aggregate of 25.0million shares of its common stock in an underwritten public offering. Pursuant to the underwriting agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 3.75million shares of common stock at the public offering price less underwriting discounts and commissions. The underwriters exercised in full their option to purchase additional shares of common stock which closed on May23, 2008. The gross proceeds from these sales were approximately $759 million, before deducting underwriting discounts and commissions and estimated expenses of $32 million.
On February1, 2008, the Company sold an aggregate of 20.7million shares of its common stock in an underwritten public offering. The gross proceeds from the sale were approximately $311 million, before deducting underwriting discounts and commissions and estimated expenses of $14 million.
Warrants, Options and Stock Appreciation Rights
During the six months ended June30, 2009, the Company granted stock options covering 1.5million shares of common stock to employees of the Company. The stock options have exercise prices ranging from $15.23 to $26.12 with a weighted average price of $15.36. These awards vest over a three year period at a rate of one-third on the annual anniversary date of the grant and expire ten years from the grant date. At June30, 2009, the unrecognized compensation expense related to non-vested stock appreciation rights and stock options totaled $10.5 million and will be recognized on a straight line basis over the weighted average remaining vesting period of 1.3 years.
During the six months ended June30, 2008, the Company granted stock options covering 1.0million shares of common stock to employees of the Company. The stock options have exercise prices ranging from $15.97 to $36.45 with a weighted average price of $18.30. These awards vest over a three year period at a rate of one-third on the annual |
10. EARNINGS PER SHARE OF COMMON STOCK |
10. EARNINGS PER SHARE OF COMMON STOCK
The following represents the calculation of earnings per share of common stock:
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(In thousands, except per share amounts)
Basic
Net loss $ (22,004 ) $ (92,766 ) $ (1,021,757 ) $ (148,378 )
Weighted average basic number of shares outstanding 274,146 206,490 266,145 195,060
Basic net loss per share of common stock $ (0.08 ) $ (0.45 ) $ (3.84 ) $ (0.76 )
Diluted
Net loss $ (22,004 ) $ (92,766 ) $ (1,021,757 ) $ (148,378 )
Weighted average basic number of shares outstanding 274,146 206,490 266,145 195,060
Common stock equivalent shares representing shares issuable upon exercise of stock options and stock appreciation rights Anti-dilutive Anti-dilutive Anti-dilutive Anti-dilutive
Common stock equivalent shares representing shares issuable upon exercise of warrants Anti-dilutive Anti-dilutive Anti-dilutive Anti-dilutive
Common stock equivalent shares representing shares included upon vesting of restricted shares Anti-dilutive Anti-dilutive Anti-dilutive Anti-dilutive
Weighted average diluted number of shares outstanding 274,146 206,490 266,145 195,060
Diluted net loss per share of common stock $ (0.08 ) $ (0.45 ) $ (3.84 ) $ (0.76 )
Weighted average common stock equivalents, including stock options, SARS and warrants, totaling 2.7million and 2.6 million shares were not included in the computations of diluted earnings per share because the effect would have been anti-dilutive due to the net loss for the three and six months ended June30, 2009. Weighted average common stock equivalents of 4.2 million and 3.9 million shares were not included in the computations of diluted earnings per share because the effect would have been anti-dilutive due to the net loss for the three and six months ended June30, 2008. |
11. ADDITIONAL FINANCIAL STATEMENT INFORMATION |
11. ADDITIONAL FINANCIAL STATEMENT INFORMATION
Certain balance sheet amounts are comprised of the following:
June30, 2009 December31, 2008
(In thousands)
Accounts receivable:
Oil and gas revenues $ 63,175 $ 98,536
Marketing revenues 21,648 36,476
Joint interest accounts 68,581 96,485
Income taxes receivable 12,718 35,535
Other 4,886 10,317
$ 171,008 $ 277,349
Prepaids and other:
Prepaid insurance $ 2,055 $ 2,315
Prepaid drilling costs 46,920 35,739
Other 2,986 2,009
$ 51,961 $ 40,063
Accounts payable and accrued liabilities:
Trade payables $ 44,514 $ 82,028
Revenues and royalties payable 126,412 145,828
Accrued capital costs 180,844 264,888
Accrued interest expense 69,475 42,548
Prepayment liabilities 40,108 59,234
Accrued lease operating expenses 6,639 7,017
Accrued ad valorem taxes payable 5,724 4,029
Accrued employee compensation 10,500 11,723
Income taxes payable 4,675 4,022
Other 29,762 18,115
$ 518,653 $ 639,432
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12. SUBSEQUENT EVENTS |
12. SUBSEQUENT EVENTS
On August4, 2009, the Company announced its intention to raise capital through an equity offering. Proceeds from this offering are intended to provide the Company with additional financial flexibility to fund the capital budget, fund potential acquisitions and be used to pay down the outstanding borrowings under the senior revolving credit facility. |