Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation |
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of Contango Oil & Gas Company and its subsidiaries, after elimination of all material intercompany balances and transactions. All wholly-owned subsidiaries are consolidated. Oil and gas exploration and development affiliates which are not controlled by the Company, such as REX, are proportionately consolidated. Financial statements as of December 31, 2014 and 2013 and for the three years ended December 31, 2014 contained herein, include consolidated results of operations of both Contango Oil & Gas Company and Crimson for the period from the closing date of the Merger to December 31, 2014 and only consolidated financial statements of Contango for all other the periods presented herein. |
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Change of Year-End | Change of Year-End |
On October 1, 2013 the Company's board of directors approved a change in fiscal year end from June 30 to December 31, commencing with the twelve-month period beginning on January 1, 2014. Unless otherwise noted, all references to "years" in this report refer to the twelve-month period which ends on December 31 of each year. |
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Other Investments, cost method | Other Investments |
Contango’s 19.5% ownership of Moblize Inc. (“Moblize”) and 2.0% indirect ownership of Alta Energy Canada Partnership, LLC ("Alta") are accounted for using the cost method. Under the cost method, Contango records an investment at cost, and recognizes dividends or distributions received as income. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. During the year ended December 31, 2013, the Company had a significant distribution from Alta in excess of its original investment. The gain in excess of the original investment is included in the Other income (expense) line item in the Company's statement of operations and in the investing cash flows in the Company's statement of cash flow for the year ended December 31, 2013. |
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Other Investments, equity method | The Company has two seats on the board of directors of Exaro and has significant influence, but not control, over the company. As a result, the Company's 37% ownership in Exaro is accounted for using the equity method. Under the equity method, the Company's proportionate share of Exaro's net income increases the balance of its investment in Exaro, while a net loss or payment of dividends decreases its investment. In the consolidated statement of operations, the Company’s proportionate share of Exaro's net income or loss is reported as a single line-item in Gain from investment in affiliates (net of income taxes). |
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Use Of Estimates | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates include oil and gas revenues, income taxes, stock-based compensation, reserve estimates, impairment of natural gas and oil properties, valuation of derivatives, and accrued liabilities. Actual results could differ from those estimates. |
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Revenue Recognition | Revenue Recognition |
Revenues from the sale of natural gas and oil produced are recognized upon the passage of title, net of royalties. Revenues from natural gas production are recorded using the sales method. When sales volumes exceed the Company’s entitled share, production imbalance occurs. If production imbalance exceeds the Company’s share of the remaining estimated proved natural gas reserves for a given property, the Company records a liability. As of December 31, 2014, 2013 and 2012, the Company had no significant imbalances. |
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Cash Equivalents | Cash Equivalents |
Cash equivalents are considered to be highly liquid investment grade debt investments having an original maturity of 90 days or less. As of December 31, 2014, the Company had no cash and cash equivalents. Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified in accounts payable in the consolidated balance sheets. At December 31, 2014, accounts payable included $12.1 million representing outstanding checks that had not been presented for payment net of cash balance in the bank as of December 31, 2014. At December 31, 2013, accounts payable included $5.9 million representing outstanding checks that had not been presented for payment net of cash balance in the bank as of December 31, 2013. |
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Accounts Receivable | Accounts Receivable |
The Company sells natural gas and crude oil to a limited number of customers. In addition, the Company participates with other parties in the operation of natural gas and crude oil wells. Substantially all of the Company’s accounts receivables are due from either purchasers of natural gas and crude oil or participants in natural gas and crude oil wells for which the Company serves as the operator. Generally, operators of natural gas and crude oil properties have the right to offset future revenues against unpaid charges related to operated wells. |
The allowance for doubtful accounts is an estimate of the losses in the Company’s accounts receivable. The Company periodically reviews the accounts receivable from customers for any collectability issues. An allowance for doubtful accounts is established based on reviews of individual customer accounts, recent loss experience, current economic conditions, and other pertinent factors. Amounts deemed uncollectible are charged to the allowance. |
Accounts receivable allowance for bad debt was $0.6 million, as of December 31, 2014 and 2013, respectively. At December 31, 2014 and 2013 the carrying value of the Company’s accounts receivable approximated fair value. |
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Oil and Gas Properties - Successful Efforts | Oil and Gas Properties - Successful Efforts |
The Company follows the successful efforts method of accounting for its natural gas and oil activities. Under the successful efforts method, lease acquisition costs and all development costs are capitalized. Exploratory drilling costs are capitalized until the results are determined. If proved reserves are not discovered, the exploratory drilling costs are expensed. Other exploratory costs, such as seismic costs and other geological and geophysical expenses, are expensed as incurred. Depreciation, depletion and amortization is calculated on a field by field basis using the unit of production method, with lease acquisition costs amortized over total proved reserves and other capitalized costs amortized over proved developed reserves. |
Depreciation, depletion and amortization ("DD&A") of capitalized drilling and development costs of producing natural gas and crude oil properties, including related support equipment and facilities net of salvage value, are computed using the unit-of-production method on a field basis based on total estimated proved developed natural gas and crude oil reserves. Amortization of producing leaseholds is based on the unit-of-production method using total estimated proved reserves. Upon sale or retirement of properties, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the accounts and the resulting gain or loss, if any, is recognized. Unit-of-production rates are revised whenever there is an indication of a need, but at least annually. Revisions are accounted for prospectively as changes in accounting estimates. |
Other property and equipment are depreciated using the straight-line method over their estimated useful lives which range between three and 13 years. |
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Impairment Of Oil And Gas Properties | Impairment of Oil and Gas Properties |
When circumstances indicate that proved properties may be impaired, the Company compares expected undiscounted future cash flows on a field by field basis to the unamortized capitalized cost of the asset. If the estimated future undiscounted cash flows, based on the Company’s estimate of future reserves, natural gas and oil prices, operating costs and production levels from oil and natural gas reserves, are lower than the unamortized capitalized cost, then the capitalized cost is reduced to its fair value. For the year ended December 31, 2014, the Company recorded an impairment expense of approximately $11.4 million related to proved properties. Of this amount, $7.7 million related to South Timbalier 17 and $3.7 million related to TMS. No impairment of proved properties was recognized during the year ended December 31, 2013. For the year ended December 31, 2012, the Company recorded an impairment expense of approximately $14.1 million related to proved properties. Of this amount, approximately $12.0 million related to the Ship Shoal 263 well and $2.1 million related to the Eugene Island 24 platform and other properties. Despite the write-down of Ship Shoal 263, this well reached payout during the year ended December 31, 2012. |
Unproved properties are reviewed quarterly to determine if there has been an impairment of the carrying value, and any such impairment is charged to expense in the period. |
On April 29, 2014, the Company reached total depth on its Ship Shoal 255 well, and no commercial hydrocarbons were found. As a result, for the year ended December 31, 2014, the Company recognized $31.5 million in exploration expense for the cost of drilling the well and $15.6 million in impairment expense, including $3.5 million related to leasehold costs and $12.1 million related to the platform located in Ship Shoal 263 block which was expected to be used by the Ship Shoal 255 well had it been successful. |
During the year ended December 31, 2014, the Company also recognized impairment expense of approximately $20.1 million related to impairment and partial impairment of certain unproved properties due to expiring leases and leases not likely to be drilled. Of this amount, approximately $9.7 million relates to undrilled offshore leases and approximately $9.7 million relates to undeveloped TMS acreage. |
For the year ended December 31, 2013, the Company recorded an impairment expense on unproved properties of $0.6 million related to leasehold costs on the Ship Shoal 83 prospect which it relinquished in August 2013, and $0.2 million related to leasehold costs on the Brazos Area 543 prospect. The Company did not recognize any impairment of unproved properties for the year ended December 31, 2012. |
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Asset Retirement Obligations | Asset Retirement Obligations |
ASC 410, Asset Retirement and Environmental Obligations (ASC 410) requires that the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company records asset retirement obligations to reflect the Company's legal obligations related to future plugging and abandonment of its oil and natural gas wells, platforms and associated pipelines and equipment. The Company estimates the expected cash flows associated with the obligation and discounts the amounts using a credit-adjusted, risk-free interest rate. At least annually, the Company reassesses the obligation to determine whether a change in the estimated obligation is necessary. The Company evaluates whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should these indicators suggest the estimated obligation may have materially changed on an interim basis (quarterly), the Company will accordingly update its assessment. Additional retirement obligations increase the liability associated with new oil and natural gas wells, platforms, and associated pipelines and equipment as these obligations are incurred. The liability is accreted to its present value each period and the capitalized cost is depleted over the useful life of the related asset. The accretion expense is included in depreciation, depletion and amortization expense. |
The estimated liability is based on historical experience in plugging and abandoning wells. The estimated remaining lives of the wells is based on reserve life estimates and federal and state regulatory requirements. The liability is discounted using an assumed credit-adjusted risk-free rate. |
Revisions to the liability could occur due to changes in estimates of plugging and abandonment costs, changes in the risk-free rate or changes in the remaining lives of the wells, or if federal or state regulators enact new plugging and abandonment requirements. At the time of abandonment, the Company recognizes a gain or loss on abandonment to the extent that actual costs do not equal the estimated costs. This gain or loss on abandonment is included in impairment and abandonment of oil and gas properties expense. See Note 12 - "Asset Retirement Obligations" for additional information. |
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Income Taxes | Income Taxes |
The Company follows the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements and (ii) operating loss and tax credit carryforwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. The Company reviews its tax positions quarterly for tax uncertainties. The Company did not have significant uncertain tax positions as of December 31, 2014. The amount of unrecognized tax benefits did not materially change from December 31, 2013. The amount of unrecognized tax benefits may change in the next twelve months; however, the Company does not expect the change to have a significant impact on its financial position or results of operations. The Company includes interest and penalties in interest income and general and administrative expenses, respectively, in its statement of operations. |
The Company files income tax returns in the United States and various state jurisdictions. The Company’s federal tax returns for 1998 – 2014, and state tax returns for 2009 – 2014, remain open for examination by the taxing authorities in the respective jurisdictions where those returns were filed. |
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Concentration Of Credit Risk | Concentration of Credit Risk |
Substantially all of the Company’s accounts receivable result from natural gas and oil sales or joint interest billings to a limited number of third parties in the natural gas and oil industry. This concentration of customers and joint interest owners may impact the Company’s overall credit risk in that these entities may be similarly affected by changes in economic and other conditions. See Note 3 - "Concentration of Credit Risk" for additional information. |
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Debt Issuance Costs | Debt Issuance Costs |
Debt issuance costs incurred are capitalized and subsequently amortized over the term of the related debt. During the year ended December 31, 2013 the Company incurred $2.2 million of debt issuance costs in relation to the new RBC credit facility entered into in conjunction with the Merger with Crimson. The debt issuance costs will be amortized over the original four year term of the credit line with amortization expense included in Depreciation, Depletion and Amortization line item in the Company's income statement for the years ended December 31, 2014 and 2013. |
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Stock-Based Compensation | Stock-Based Compensation |
The Company applies the fair value based method to account for stock based compensation. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which generally aligns with the award vesting period. The Company classifies the benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefit) as financing cash flows. The fair value of each award is estimated as of the date of grant using the Black-Scholes option-pricing model. |
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Inventory | Inventory |
Inventory primarily consists of casing and tubing which will be used for drilling or completion of wells. Also, included in inventory are items for the repair and maintenance of equipment used on wells and facilities that the Company operates. Inventory is recorded at the lower of cost or market using specific identification method. |
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Derivatives Instruments And Hedging Activities | Derivative Instruments and Hedging Activities |
The Company accounts for its derivative activities under the provisions of ASC 815, Derivatives and Hedging (ASC 815). ASC 815 establishes accounting and reporting that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at fair value. As of December 31, 2014, the Company has not entered into any derivative contracts to reduce exposure to interest rate risk. However, from time to time, the Company may hedge a portion of its forecasted oil and natural gas production. Derivative contracts entered into by the Company have consisted of transactions in which the Company hedges the variability of cash flow related to a forecasted transactions using variable to fixed swaps and collars. The Company elected to not designate any of its derivative positions for hedge accounting. Accordingly, the net change in the mark-to-market valuation of these positions as well as all payments and receipts on settled derivative contracts are recognized in "Loss on derivatives, net" on the consolidated statements of operations for the years ended December 31, 2014 and 2013. The Company did not have any derivative instruments or hedging activities for the year ending December 31, 2012. Derivative instruments with settlement date within one year are included in current assets or liabilities, whereas derivative instruments with settlement dates exceeding one year are included in non-current assets or liabilities. The Company calculates a net asset or liability for current and non-current derivative instruments for each counterparty based on the settlement dates within the respective contracts. As of December 31, 2014, there were no commodity hedges in place. |
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Reclassifications | Reclassifications |
Certain reclassifications have been made to the presentation of certain balance sheet, income statement and cash flow items in the respective statements for the year ended December 31, 2012 in order to conform to the presentation for the years ended December 31, 2014 and 2013. These reclassifications were not material. |
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Subsidiary Guarantees | Subsidiary Guarantees |
Contango Oil & Gas Company, as the parent company (the “Parent Company”), filed a registration statement on Form S-3 with the SEC to register, among other securities, debt securities that the Parent Company may issue from time to time. Crimson Exploration Inc., Crimson Exploration Operating, Inc., Contango Energy Company, Contango Operators, Inc., Contango Mining Company, Conterra Company, Contaro Company, Contango Alta Investments, Inc., Contango Venture Capital Corporation and any other of the Company’s future subsidiaries specified in the prospectus supplement (each a “Subsidiary Guarantor”) are Co-Registrants with the Parent Company under the registration statement, and the registration statement also registered guarantees of debt securities by the Subsidiary Guarantors. The Subsidiary Guarantors are wholly-owned by the Parent Company, either directly or indirectly, and any guarantee by the Subsidiary Guarantors will be full and unconditional. The Parent Company has no assets or operations independent of the Subsidiary Guarantors, and there are no significant restrictions upon the ability of the Subsidiary Guarantors to distribute funds to the Parent Company. The Parent Company has one other wholly-owned subsidiary that is inactive. Finally, the Parent Company’s wholly-owned subsidiaries do not have restricted assets that exceed 25% of net assets as of the most recent fiscal year end that may not be transferred to the Parent Company in the form of loans, advances or cash dividends by such subsidiary without the consent of a third party. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-01: Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (ASU 2015-01). ASU 2015-01 is part of an initiative to reduce complexity in accounting standards. This update eliminates from generally accepted accounting principles the concept of extraordinary items, which eliminates the requirements for reporting entities to consider whether an underlying event or transaction is extraordinary. However, this will not result in a loss of information as the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015; early application is permitted. The provisions of this accounting update are not expected to have a material impact on the Company’s financial position or results of operations. |
In November 2014, the FASB issued Accounting Standards Update No. 2014-17: Business Combinations (Topic 805): Pushdown Accounting (ASU 2014-17). ASU 2014-17 addresses the limited guidance available for determining whether and at what threshold pushdown accounting should be established in an acquired entity’s separate financial statements. Thus, the amendments in this update provide an acquired entity with an option to apply pushdown accounting upon occurrence of an event in which an acquirer obtains control of the acquired entity. Furthermore, the amendments in this update provide specific guidance on pushdown accounting for all entities, and the threshold for pushdown accounting is consistent with the threshold for change-in-control events in Topic 805, Business Combinations, and Topic 810, Consolidation. ASU 2014-17 became effective on November 18, 2014. The provisions of this accounting update are not expected to have a material impact on the Company’s financial position or results of operations. |
In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 asserts that management should evaluate whether there are relevant condition or events that are known and reasonably knowable that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued when applicable. If conditions or events at the date the financial statements are issued raise substantial doubt about an entity’s ability to continue as a going concern, disclosures are required which will enable users of the financial statements to understand the conditions or events as well as management’s evaluation and plan. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter; early application is permitted. The provisions of this accounting update are not expected to have a material impact on the Company’s financial position or results of operations. |
In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued new accounting guidance for recognition of revenue Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). This new guidance replaces virtually all existing US GAAP and IFRS guidance on revenue recognition. ASU 2014-09 is effective for fiscal years beginning after December 15, 2016. This new guidance applies to all periods presented. Therefore, when the Company issues its financial statements on Forms 10-Q and 10-K for periods included in its year ended December 31, 2017, its comparative periods that are presented from the years ended December 31, 2015 and 2016, must be retrospectively presented in compliance with this new guidance. Early adoption is not allowed for US GAAP. The new guidance requires companies to make more estimates and use more judgment than under current accounting guidance. The Company does not anticipate that this new guidance will have a material impact on the Company’s consolidated financial position or results of operations for the periods presented. |
In April 2014, the FASB issued Accounting Standards Update No. 2014-08: Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (ASU 2014-08). ASU 2014-08 changes the criteria for reporting discontinued operations while enhancing disclosures in this area. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. ASU 2014-08 is effective for annual and interim periods beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance of ASU 2014-08 is not expected to have a material impact on the Company’s consolidated financial position or results of operations. |
In May 2013, the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), revised its criteria related to internal controls over financial reporting from the originally established 1992 Internal Control - Integrated Framework with 2013 Internal Control - Integrated Framework. The modified framework provides enhanced guidance that ties control objectives to the related risk, enhancement of governance concepts, increased emphasis on globalization of markets and operations, increased recognition of use and reliance on information technology, increased discussion of fraud as it relates to internal control, changes of control deficiency descriptions, and that internal reporting is included in both financial and nonfinancial objectives. The revised framework is effective for interim and annual periods beginning after December 15, 2013, with early adoption being permitted. The Company implemented the changes required by the new COSO framework during the year ended December 31, 2014. The Company will continue to assess the impact, if any, it may have on its internal control structure. |
In February 2013, the FASB issued Accounting Standards Update No. 2013-04 Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (ASU 2013-04). ASU 2013-04 provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. Examples of obligations within the scope of this update include debt arrangements, other contractual obligations, and settled litigation and judicial rulings. U.S. GAAP does not include specific guidance on accounting for such obligations with joint and several liability, which has resulted in diversity in practice. The accounting update is effective for interim and annual periods beginning after December 15, 2013. The Company evaluated the provisions of this accounting update and does not believe it has a material impact on its financial position and results of operations. |
Further, management is closely monitoring the joint standard-setting efforts of the FASB and the International Accounting Standards Board. There are a large number of pending accounting standards that are being targeted for completion in 2015 and beyond, including, but not limited to, accounting for leases, fair value measurements, accounting for financial instruments, disclosure of loss contingencies and financial statement presentation. Because these pending standards have not yet been finalized, management is not able to determine the potential future impact that these standards will have, if any, on the Company's financial position, results of operations, or cash flows. |
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