Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 24, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WHITING PETROLEUM CORP | |
Entity Central Index Key | 0001255474 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 91,279,578 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,692 | $ 13,607 |
Accounts receivable trade, net | 278,242 | 294,468 |
Derivative assets | 5,279 | 68,342 |
Prepaid expenses and other | 19,823 | 22,009 |
Total current assets | 305,036 | 398,426 |
Property and equipment: | ||
Oil and gas properties, successful efforts method | 12,395,177 | 12,195,659 |
Other property and equipment | 169,834 | 134,212 |
Total property and equipment | 12,565,011 | 12,329,871 |
Less accumulated depreciation, depletion and amortization | (5,190,472) | (5,003,509) |
Total property and equipment, net | 7,374,539 | 7,326,362 |
Deferred income taxes | 23,482 | |
Other long-term assets | 48,738 | 34,785 |
TOTAL ASSETS | 7,751,795 | 7,759,573 |
Current liabilities: | ||
Accounts payable trade | 66,575 | 42,520 |
Revenues and royalties payable | 195,294 | 228,284 |
Accrued capital expenditures | 96,615 | 73,178 |
Accrued liabilities and other | 60,380 | 69,013 |
Accrued interest | 35,573 | 55,080 |
Accrued lease operating expenses | 45,025 | 37,499 |
Taxes payable | 28,335 | 31,357 |
Total current liabilities | 527,797 | 536,931 |
Long-term debt | 2,839,402 | 2,792,321 |
Deferred income taxes | 1,373 | |
Asset retirement obligations | 136,023 | 131,544 |
Operating lease obligations | 13,898 | |
Other long-term liabilities | 32,326 | 27,088 |
Total liabilities | 3,549,446 | 3,489,257 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value, 225,000,000 shares authorized; 91,831,385 issued and 91,279,578 outstanding as of March 31, 2019 and 92,067,216 issued and 91,018,692 outstanding as of December 31, 2018 | 92 | 92 |
Additional paid-in capital | 6,415,128 | 6,414,170 |
Accumulated deficit | (2,212,871) | (2,143,946) |
Total equity | 4,202,349 | 4,270,316 |
TOTAL LIABILITIES AND EQUITY | $ 7,751,795 | $ 7,759,573 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 91,831,385 | 92,067,216 |
Common stock, shares outstanding | 91,279,578 | 91,018,692 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
OPERATING REVENUES | ||
Oil, NGL and natural gas sales | $ 389,489 | $ 515,083 |
OPERATING EXPENSES | ||
Lease operating expenses | 84,077 | 80,421 |
Transportation, gathering, compression and other | 9,841 | 11,471 |
Production and ad valorem taxes | 28,156 | 37,979 |
Depreciation, depletion and amortization | 198,132 | 187,919 |
Exploration and impairment | 19,749 | 15,286 |
General and administrative | 34,974 | 31,480 |
Derivative (gain) loss, net | 62,905 | 52,664 |
Loss on sale of properties | 23 | 2,576 |
Amortization of deferred gain on sale | (2,371) | (2,904) |
Total operating expenses | 435,486 | 416,892 |
INCOME (LOSS) FROM OPERATIONS | (45,997) | 98,191 |
OTHER INCOME (EXPENSE) | ||
Interest expense | (48,099) | (52,899) |
Loss on extinguishment of debt | (31,160) | |
Interest income and other | 316 | 880 |
Total other expense | (47,783) | (83,179) |
INCOME (LOSS) BEFORE INCOME TAXES | (93,780) | 15,012 |
INCOME TAX BENEFIT | ||
Deferred | (24,855) | |
Total income tax benefit | (24,855) | 0 |
NET INCOME (LOSS) | $ (68,925) | $ 15,012 |
INCOME (LOSS) PER COMMON SHARE | ||
Basic (in dollars per share) | $ (0.76) | $ 0.17 |
Diluted (in dollars per share) | $ (0.76) | $ 0.16 |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||
Basic (in shares) | 91,235 | 90,892 |
Diluted (in shares) | 91,235 | 91,310 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ (68,925) | $ 15,012 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 198,132 | 187,919 |
Deferred income tax benefit | (24,855) | |
Amortization of debt issuance costs, debt discount and debt premium | 7,818 | 7,805 |
Stock-based compensation | 4,651 | 4,563 |
Amortization of deferred gain on sale | (2,371) | (2,904) |
Loss on sale of properties | 23 | 2,576 |
Oil and gas property impairments | 9,843 | 10,050 |
Loss on extinguishment of debt | 31,160 | |
Non-cash derivative loss | 64,435 | 27,827 |
Payment for settlement of commodity derivative contract | (61,036) | |
Other, net | 828 | 1,764 |
Changes in current assets and liabilities: | ||
Accounts receivable trade, net | 11,775 | 13,405 |
Prepaid expenses and other | 2,178 | (1,675) |
Accounts payable trade and accrued liabilities | (19,011) | 4,542 |
Revenues and royalties payable | (32,990) | (9,324) |
Taxes payable | (3,022) | 1,183 |
Net cash provided by operating activities | 148,509 | 232,867 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Drilling and development capital expenditures | (188,848) | (172,845) |
Acquisition of oil and gas properties | (823) | (3,105) |
Other property and equipment | (6,095) | (2,370) |
Proceeds from sale of oil and gas properties | 299 | 873 |
Net cash used in investing activities | (195,467) | (177,447) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under credit agreement | 570,000 | 450,000 |
Repayments of borrowings under credit agreement | (530,000) | (360,000) |
Redemption of 5.0% Senior Notes due 2019 | (990,023) | |
Debt issuance costs | (1,157) | |
Restricted stock used for tax withholdings | (3,693) | (3,104) |
Principal payments on finance lease obligations | (1,264) | |
Net cash provided by (used in) financing activities | 35,043 | (904,284) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (11,915) | (848,864) |
CASH AND CASH EQUIVALENTS | ||
Beginning of period | 13,607 | 879,379 |
End of period | 1,692 | 30,515 |
NONCASH INVESTING ACTIVITIES | ||
Accrued capital expenditures and accounts payable related to property additions | $ 123,827 | $ 92,969 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Mar. 31, 2019 | Sep. 30, 2013 |
5.0% Senior Notes due 2019 [Member] | ||
Interest Rate (as a percent) | 5.00% | 5.00% |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCES at Dec. 31, 2017 | $ 92 | $ 6,405,490 | $ (2,486,440) | $ 3,919,142 |
BALANCES (in shares) at Dec. 31, 2017 | 92,095 | |||
Increase (Decrease) in Shareholders' Equity | ||||
Net income | 15,012 | 15,012 | ||
Restricted stock issued (in shares) | 432 | |||
Restricted stock forfeited (in shares) | (96) | |||
Restricted stock used for tax withholdings | (3,104) | (3,104) | ||
Restricted stock used for tax withholdings (in shares) | (105) | |||
Stock-based compensation | 4,563 | 4,563 | ||
BALANCES at Mar. 31, 2018 | $ 92 | 6,406,949 | (2,471,428) | 3,935,613 |
BALANCES (in shares) at Mar. 31, 2018 | 92,326 | |||
BALANCES at Dec. 31, 2018 | $ 92 | 6,414,170 | (2,143,946) | 4,270,316 |
BALANCES (in shares) at Dec. 31, 2018 | 92,067 | |||
Increase (Decrease) in Shareholders' Equity | ||||
Net income | (68,925) | (68,925) | ||
Restricted stock forfeited (in shares) | (106) | |||
Restricted stock used for tax withholdings | (3,693) | (3,693) | ||
Restricted stock used for tax withholdings (in shares) | (130) | |||
Stock-based compensation | 4,651 | 4,651 | ||
BALANCES at Mar. 31, 2019 | $ 92 | $ 6,415,128 | $ (2,212,871) | $ 4,202,349 |
BALANCES (in shares) at Mar. 31, 2019 | 91,831 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Description of Operations —Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas company engaged in the development, production, acquisition and exploration of crude oil, NGLs and natural gas primarily in the Rocky Mountains region of the United States. Unless otherwise specified or the context otherwise requires, all references in these notes to “Whiting” or the “Company” are to Whiting Petroleum Corporation and its consolidated subsidiaries, Whiting Oil and Gas Corporation (“Whiting Oil and Gas”), Whiting US Holding Company, Whiting Canadian Holding Company ULC, Whiting Resources Corporation and Whiting Programs, Inc. Condensed Consolidated Financial Statements —The unaudited condensed consolidated financial statements include the accounts of Whiting Petroleum Corporation and its consolidated subsidiaries. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. These financial statements have been prepared in accordance with GAAP and the SEC rules and regulations for interim financial reporting. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10‑Q should be read in conjunction with Whiting’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10‑K for the period ended December 31, 2018. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to consolidated financial statements included in the Company’s 2018 Annual Report on Form 10‑K. Reclassifications — Certain prior period balances in the condensed consolidated balance sheets have been combined pursuant to Rule 10‑01(a)(2) of Regulation S‑X of the SEC. Additionally, certain prior period balances in the condensed consolidated statements of operations have been reclassified to conform to the current year presentation. These include the reclassification of transportation, gathering, compression and other expenses and ad valorem taxes from previously reported lease operating expenses in the condensed consolidated statements of operations. For all periods presented, transportation, gathering, compression and other expenses are presented as a separate caption and ad valorem taxes are combined with production taxes. Such reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. Adopted and Recently Issued Accounting Pronouncements — Leases (“ASU 2016-02”). The objective of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. The FASB subsequently issued various ASUs which provided additional implementation guidance, and these ASUs collectively make up FASB ASC Topic 842 – Leases (“ASC 842”). ASC 842 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The standard permits retrospective application through recognition of a cumulative-effect adjustment at the beginning of either the earliest reporting period presented or the period of adoption. The Company adopted ASC 842 effective January 1, 2019 using the modified retrospective method as of the adoption date. Whiting has completed the assessment of its existing accounting policies and documentation, implementation of lease accounting software and enhancement of its internal controls. Adoption of the standard resulted in the recognition of additional lease assets and liabilities on Whiting’s consolidated balance sheet as well as additional disclosures. The adoption did not have a material impact to the Company’s consolidated statement of operations. Refer to the “Leases” footnote for further information on the Company’s implementation of this standard. |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 3 Months Ended |
Mar. 31, 2019 | |
OIL AND GAS PROPERTIES [Abstract] | |
OIL AND GAS PROPERTIES | 2. OIL AND GAS PROPERTIES Net capitalized costs related to the Company’s oil and gas producing activities at March 31, 2019 and December 31, 2018 are as follows (in thousands): March 31, December 31, 2019 2018 Proved leasehold costs $ 2,728,643 $ 2,729,593 Unproved leasehold costs 120,714 122,687 Costs of completed wells and facilities 9,323,871 9,182,384 Wells and facilities in progress 221,949 160,995 Total oil and gas properties, successful efforts method 12,395,177 12,195,659 Accumulated depletion (5,115,151) (4,937,579) Oil and gas properties, net $ 7,280,026 $ 7,258,080 |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 3 Months Ended |
Mar. 31, 2019 | |
ACQUISITIONS AND DIVESTITURES [Abstract] | |
ACQUISITIONS AND DIVESTITURES | 3. ACQUISITIONS AND DIVESTITURES 2019 Acquisitions and Divestitures There were no significant acquisitions or divestitures during the three months ended March 31, 2019. 2018 Acquisitions and Divestitures On July 31, 2018, the Company completed the acquisition of certain oil and gas properties located in Richland County, Montana and McKenzie County, North Dakota for an aggregate purchase price of $130 million (before closing adjustments). The properties consist of approximately 54,800 net acres in the Williston Basin, including interests in 117 producing oil and gas wells and undeveloped acreage. The revenue and earnings from these properties since the acquisition date are included in the Company’s consolidated financial statements and are not material for the year ended December 31, 2018. Pro forma revenue and earnings for the acquired properties are not material to the Company’s condensed consolidated financial statements and have not been presented accordingly. The acquisition was recorded using the acquisition method of accounting. The following table summarizes the allocation of the $123 million adjusted purchase price to the tangible assets acquired and liabilities assumed in this acquisition based on their relative fair values at the acquisition date, which did not result in the recognition of goodwill or a bargain purchase gain (in thousands): Cash consideration $ 122,861 Fair value of assets acquired: Accounts receivable trade, net $ 30 Prepaid expenses and other 43 Oil and gas properties, successful efforts method: Proved oil and gas properties 106,860 Unproved oil and gas properties 21,769 Total fair value of assets acquired 128,702 Fair value of liabilities assumed: Revenue and royalties payable 3,309 Asset retirement obligations 2,532 Total fair value of liabilities assumed 5,841 Total fair value of assets and liabilities acquired $ 122,861 There were no significant divestitures during the three months ended March 31, 2018. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
LEASES [Abstract] | |
LEASES | 4. LEASES The Company adopted ASC 842 effective January 1, 2019, which replaces previous lease accounting requirements under FASB ASC Topic 840 – Leases (“ASC 840”). The standard was adopted using the modified retrospective approach which resulted in the recognition of approximately $30 million and $36 million of additional lease assets and liabilities, respectively, on the consolidated balance sheet upon adoption. T he Company has elected certain practical expedients available under ASC 842 including those that permit the Company to not (i) reassess prior conclusions reached under ASC 840 for lease identification, lease classification and initial direct costs, (ii) evaluate existing or expired land easements under the new standard and (iii) separate lease and non-lease components contained within a single agreement for all classes of underlying assets. Accordingly, the adoption of the standard did not result in the Company recognizing a cumulative-effect adjustment to retained earnings. Additionally, the Company has elected the short-term lease recognition exemption for all classes of underlying assets, and therefore, leases with a term of one year or less will not be recognized on the consolidated balance sheets. The Company has operating and finance leases for corporate and field offices, pipeline and midstream facilities, field and office equipment and automobiles. Right-of-use (“ROU”) assets and liabilities associated with these leases are recognized at the lease commencement date based on the present value of the lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Supplemental balance sheet information for the Company’s leases as of March 31, 2019 consisted of the following (in thousands): Leases Balance Sheet Classification March 31, 2019 Operating Leases Operating lease ROU assets Other long-term assets $ 18,690 Accumulated depreciation Other long-term assets (2,807) Operating lease ROU assets, net $ 15,883 Short-term operating lease obligations Accrued liabilities and other $ 7,815 Long-term operating lease obligations Operating lease obligations 13,898 Total operating lease obligations $ 21,713 Finance Leases Finance lease ROU assets Other property and equipment $ 34,016 Accumulated depreciation Accumulated depreciation, depletion and amortization (13,340) Finance lease ROU assets, net $ 20,676 Short-term finance lease obligations Accrued liabilities and other $ 4,927 Long-term finance lease obligations Other long-term liabilities 17,993 Total finance lease obligations $ 22,920 The Company’s leases have terms of less than one year to 11 years. Most of the Company’s leases do not state or imply a discount rate. Accordingly, the Company uses its incremental borrowing rate based on information available at lease commencement to determine the present value of the lease payments. Information regarding the Company’s lease terms and discount rates as of March 31, 2019 is as follows: Weighted Average Remaining Lease Term Operating leases 6 years Finance leases 5 years Weighted Average Discount Rate Operating leases Finance leases Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized based on the effective interest method for the lease liability and straight-line amortization of the ROU asset, resulting in more cost being recognized in earlier lease periods. All payments for short-term leases, including leases with a term of one month or less, are recognized in income or capitalized to the cost of oil and gas properties on a straight-line basis over the lease term. Additionally, any variable payments, which are generally related to the corresponding utilization of the asset, are recognized in the period in which the obligation was incurred. Lease cost for the three months ended March 31, 2019 consisted of the following (in thousands): Three Months Ended March 31, 2019 Operating lease cost $ 2,870 Finance lease cost: Amortization of ROU assets $ 1,397 Interest on lease liabilities 520 Total finance lease cost $ 1,917 Short-term lease payments $ 124,322 Variable lease payments $ 4,935 Total lease cost represents the total financial obligations of the Company, a portion of which has been or will be reimbursed by the Company’s working interest partners. Lease cost is included in various line items on the consolidated statements of operations or capitalized to oil and gas properties and is recorded at the Company’s net working interest. Supplemental cash flow information related to leases for the three months ended March 31, 2019 consisted of the following (in thousands): Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,778 Operating cash flows from finance leases $ 518 Financing cash flows from finance leases $ 1,264 ROU assets obtained in exchange for new operating lease obligations $ 9 ROU assets obtained in exchange for new finance lease obligations $ 737 The Company’s lease obligations as of March 31, 2019 will mature as follows (in thousands): Year ending December 31, Operating Leases Finance Leases 2019 $ 7,148 $ 5,154 2020 4,011 6,264 2021 1,896 4,946 2022 1,857 3,888 2023 1,608 3,306 Remaining 9,232 5,765 Total lease payments $ 25,752 $ 29,323 Less imputed interest (4,039) (6,403) Total discounted lease payments $ 21,713 $ 22,920 As of March 31, 2019, the Company had a contract for an additional corporate office that consists of approximately $25 million of undiscounted minimum lease payments. The operating lease is expected to commence in July 2019 and has a ten-year lease term. As of December 31, 2018, minimum future contractual payments for long-term leases under the scope of ASC 840 are as follows (in thousands): Pipeline Automobile and Real Estate Transportation Equipment Year ending December 31, Leases Agreement Leases 2019 $ 7,407 $ 3,180 $ 4,216 2020 4,770 3,180 3,422 2021 4,066 3,180 1,678 2022 4,188 3,180 488 2023 4,017 3,180 35 Remaining 25,140 5,565 - Total lease payments $ 49,588 $ 21,465 $ 9,839 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2019 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 5. LONG-TERM DEBT Long-term debt consisted of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Credit agreement $ 40,000 $ - 1.25% Convertible Senior Notes due 2020 562,075 562,075 5.75% Senior Notes due 2021 873,609 873,609 6.25% Senior Notes due 2023 408,296 408,296 6.625% Senior Notes due 2026 1,000,000 1,000,000 Total principal 2,883,980 2,843,980 Unamortized debt discounts and premiums (23,312) (28,994) Unamortized debt issuance costs on notes (21,266) (22,665) Total long-term debt $ 2,839,402 $ 2,792,321 Credit Agreement Whiting Oil and Gas, the Company’s wholly owned subsidiary, has a credit agreement with a syndicate of banks that as of March 31, 2019 had a borrowing base of $2.4 billion and aggregate commitments of $1.75 billion. As of March 31, 2019, the Company had $1.7 billion of available borrowing capacity under the credit agreement, which was net of $40 million of borrowings outstanding and $2 million in letters of credit outstanding. The borrowing base under the credit agreement is determined at the discretion of the lenders, based on the collateral value of the Company’s proved reserves that have been mortgaged to such lenders, and is subject to regular redeterminations on May 1 and November 1 of each year, as well as special redeterminations described in the credit agreement, in each case which may reduce the amount of the borrowing base. Upon a redetermination of the borrowing base, either on a periodic or special redetermination date, if borrowings in excess of the revised borrowing capacity were outstanding, the Company could be forced to immediately repay a portion of its debt outstanding under the credit agreement. In April 2019, the borrowing base under the facility was reduced to $2.25 billion in connection with the semi-annual regular borrowing base redetermination, with no change to the aggregate commitments of $1.75 billion. A portion of the revolving credit facility in an aggregate amount not to exceed $50 million may be used to issue letters of credit for the account of Whiting Oil and Gas or other designated subsidiaries of the Company. As of March 31, 2019, $48 million was available for additional letters of credit under the agreement. The credit agreement provides for interest only payments until maturity, when the credit agreement expires and all outstanding borrowings are due. The credit agreement matures on April 12, 2023, provided that if at any time and for so long as any senior notes (other than the 2020 Convertible Senior Notes) have a maturity date prior to 91 days after April 12, 2023, the maturity date shall be the date that is 91 days prior to the maturity of such senior notes. Interest under the credit agreement accrues at the Company’s option at either (i) a base rate for a base rate loan plus the margin in the table below, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.5% per annum, or an adjusted LIBOR rate plus 1.0% per annum, or (ii) an adjusted LIBOR rate for a Eurodollar loan plus the margin in the table below. Additionally, the Company incurs commitment fees as set forth in the table below on the unused portion of the aggregate commitments of the lenders under the credit agreement, which are included as a component of interest expense. At March 31, 2019, the weighted average interest rate on the outstanding principal balance under the credit agreement was 6.0%. Applicable Applicable Margin for Base Margin for Commitment Ratio of Outstanding Borrowings to Borrowing Base Rate Loans Eurodollar Loans Fee Less than 0.25 to 1.0 0.50% 1.50% 0.375% Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 0.75% 1.75% 0.375% Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 1.00% 2.00% 0.50% Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 1.25% 2.25% 0.50% Greater than or equal to 0.90 to 1.0 1.50% 2.50% 0.50% The credit agreement contains restrictive covenants that may limit the Company’s ability to, among other things, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, enter into hedging contracts, incur liens and engage in certain other transactions without the prior consent of its lenders. Except for limited exceptions, the credit agreement also restricts the Company’s ability to make any dividend payments or distributions on its common stock. These restrictions apply to all of the Company’s restricted subsidiaries (as defined in the credit agreement). As of March 31, 2019, there were no retained earnings free from restrictions. The credit agreement requires the Company, as of the last day of any quarter, to maintain the following ratios (as defined in the credit agreement): (i) a consolidated current assets to consolidated current liabilities ratio (which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0 and (ii) a total debt to last four quarters’ EBITDAX ratio of not greater than 4.0 to 1.0. The Company was in compliance with its covenants under the credit agreement as of March 31, 2019. The obligations of Whiting Oil and Gas under the credit agreement are collateralized by a first lien on substantially all of Whiting Oil and Gas’ and Whiting Resource Corporation’s properties. The Company has guaranteed the obligations of Whiting Oil and Gas under the credit agreement and has pledged the stock of its subsidiaries as security for its guarantee. Senior Notes and Convertible Senior Notes The following table summarizes the material terms of the Company’s senior notes and convertible senior notes outstanding at March 31, 2019: 2020 Convertible 2021 2023 2026 Senior Notes Senior Notes Senior Notes Senior Notes Outstanding principal (in thousands) $ 562,075 $ 873,609 $ 408,296 $ 1,000,000 Interest rate 1.25% 5.75% 6.25% 6.625% Maturity date Apr 1, 2020 Mar 15, 2021 Apr 1, 2023 Jan 15, 2026 Interest payment dates Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Jan 15, Jul 15 Make-whole redemption date (1) N/A (2) Dec 15, 2020 Jan 1, 2023 Oct 15, 2025 (1) On or after these dates, the Company may redeem the applicable series of notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. At any time prior to these dates, the Company may redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. (2) The indenture governing the 1.25% Convertible Senior Notes due 2020 does not allow for optional redemption by the Company prior to the maturity date. Senior Notes —In September 2013, the Company issued at par $1.1 billion of 5.0% Senior Notes due March 2019 (the “2019 Senior Notes”) and $800 million of 5.75% Senior Notes due March 2021, and issued at 101% of par an additional $400 million of 5.75% Senior Notes due March 2021 (collectively, the “2021 Senior Notes”). The debt premium recorded in connection with the issuance of the 2021 Senior Notes is being amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.5% per annum. In March 2015, the Company issued at par $750 million of 6.25% Senior Notes due April 2023 (the “2023 Senior Notes”). In December 2017, the Company issued at par $1.0 billion of 6.625% Senior Notes due January 2026 (the “2026 Senior Notes” and together with the 2021 Senior Notes and the 2023 Senior Notes, the “Senior Notes”). The Company used the net proceeds from this offering to redeem in January 2018 all of the then outstanding 2019 Senior Notes. Refer to “Redemption of 2019 Senior Notes” below for more information on the redemption of the 2019 Senior Notes. Exchange of Senior Notes for Convertible Notes. During 2016, the Company exchanged (i) $139 million aggregate principal amount of its 2019 Senior Notes, (ii) $326 million aggregate principal amount of its 2021 Senior Notes, and (iii) $342 million aggregate principal amount of its 2023 Senior Notes, for the same aggregate principal amount of convertible notes. Subsequently during 2016, all $807 million aggregate principal amount of these convertible notes was converted into approximately 19.8 million shares of the Company’s common stock pursuant to the terms of the notes. Redemption of 2019 Senior Notes. In January 2018, the Company paid $1.0 billion to redeem all of the remaining $961 million aggregate principal amount of the 2019 Senior Notes, which payment consisted of the 102.976% redemption price plus all accrued and unpaid interest on the notes. The Company financed the redemption with proceeds from the issuance of the 2026 Senior Notes and borrowings under its credit agreement. As a result of the redemption, the Company recognized a $31 million loss on extinguishment of debt, which included the redemption premium and a non-cash charge for the acceleration of unamortized debt issuance costs on the notes. As of March 31, 2018, no 2019 Senior Notes remained outstanding. 2020 Convertible Senior Notes —In March 2015, the Company issued at par $1,250 million of 1.25% Convertible Senior Notes due April 2020 (the “2020 Convertible Senior Notes”) for net proceeds of $1.2 billion, net of initial purchasers’ fees of $25 million. During 2016, the Company exchanged $688 million aggregate principal amount of its 2020 Convertible Senior Notes for the same aggregate principal amount of new mandatory convertible senior notes. Subsequently during 2016, all $688 million aggregate principal amount of these mandatory convertible notes was converted into approximately 17.8 million shares of the Company’s common stock pursuant to the terms of the notes. For the remaining $562 million aggregate principal amount of 2020 Convertible Senior Notes outstanding as of March 31, 2019, the Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the 2020 Convertible Senior Notes in cash upon conversion. Prior to January 1, 2020, the 2020 Convertible Senior Notes will be convertible at the holder’s option only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2020 Convertible Senior Notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after January 1, 2020, the 2020 Convertible Senior Notes will be convertible at any time until the second scheduled trading day immediately preceding the April 1, 2020 maturity date of the notes. The notes will be convertible at a current conversion rate of 6.4102 shares of Whiting’s common stock per $1,000 principal amount of the notes, which is equivalent to a current conversion price of approximately $156.00. The conversion rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase, in certain circumstances, the conversion rate for a holder who elects to convert its 2020 Convertible Senior Notes in connection with such corporate event. As of March 31, 2019, none of the contingent conditions allowing holders of the 2020 Convertible Senior Notes to convert these notes had been met. Upon issuance, the Company separately accounted for the liability and equity components of the 2020 Convertible Senior Notes. The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature. The difference between the principal amount of the 2020 Convertible Senior Notes and the estimated fair value of the liability component was recorded as a debt discount and is being amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.6% per annum. The fair value of the liability component of the 2020 Convertible Senior Notes as of the issuance date was estimated at $1.0 billion, resulting in a debt discount at inception of $238 million. The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the 2020 Convertible Senior Notes issuance. This equity component was recorded, net of deferred taxes and issuance costs, in additional paid-in capital within shareholders’ equity, and will not be remeasured as long as it continues to meet the conditions for equity classification. Transaction costs related to the 2020 Convertible Senior Notes issuance were allocated to the liability and equity components based on their relative fair values. Issuance costs attributable to the liability component were recorded as a reduction to the carrying value of long-term debt on the consolidated balance sheet and are being amortized to interest expense over the term of the notes using the effective interest method. Issuance costs attributable to the equity component were recorded as a charge to additional paid-in capital within shareholders’ equity. The 2020 Convertible Senior Notes consisted of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Liability component Principal $ 562,075 $ 562,075 Less: unamortized note discount (23,767) (29,504) Less: unamortized debt issuance costs (1,875) (2,340) Net carrying value $ 536,433 $ 530,231 Equity component (1) $ 136,522 $ 136,522 (1) Recorded in additional paid-in capital, net of $5 million of issuance costs and $50 million of deferred taxes. Interest expense recognized on the 2020 Convertible Senior Notes related to the stated interest rate and amortization of the debt discount totaled $7 million for each of the three months ended March 31, 2019 and 2018. Security and Guarantees The Senior Notes and the 2020 Convertible Senior Notes are unsecured obligations of Whiting Petroleum Corporation and these unsecured obligations are subordinated to all of the Company’s secured indebtedness, which consists of Whiting Oil and Gas’ credit agreement. The Company’s obligations under the Senior Notes and the 2020 Convertible Senior Notes are guaranteed by the Company’s 100%‑owned subsidiaries, Whiting Oil and Gas, Whiting US Holding Company, Whiting Canadian Holding Company ULC and Whiting Resources Corporation (the “Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. Any subsidiaries other than these Guarantors are minor subsidiaries as defined by Rule 3‑10(h)(6) of Regulation S‑X of the SEC. Whiting Petroleum Corporation has no assets or operations independent of this debt and its investments in its consolidated subsidiaries. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2019 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | 6. ASSET RETIREMENT OBLIGATIONS The Company’s asset retirement obligations represent the present value of estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage, and land restoration (including removal of certain onshore and offshore facilities in California) in accordance with applicable local, state and federal laws. The current portions at March 31, 2019 and December 31, 2018 were $4 million, and have been included in accrued liabilities and other in the consolidated balance sheets. The following table provides a reconciliation of the Company’s asset retirement obligations for the three months ended March 31, 2019 (in thousands): Asset retirement obligation at January 1, 2019 $ 135,834 Additional liability incurred 651 Accretion expense 2,882 Obligations on sold properties (307) Liabilities settled 521 Asset retirement obligation at March 31, 2019 $ 139,581 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2019 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 7. DERIVATIVE FINANCIAL INSTRUMENTS The Company is exposed to certain risks relating to its ongoing business operations, and it uses derivative instruments to manage its commodity price risk. In addition, the Company periodically enters into contracts that contain embedded features which are required to be bifurcated and accounted for separately as derivatives. Commodity Derivative Contracts — Historically, prices received for crude oil and natural gas production have been volatile because of supply and demand factors, worldwide political factors, general economic conditions and seasonal weather patterns. Whiting primarily enters into derivative contracts such as crude oil costless collars and swaps, as well as sales and delivery contracts, to achieve a more predictable cash flow by reducing its exposure to commodity price volatility, thereby ensuring adequate funding for the Company’s capital programs and facilitating the management of returns on drilling programs and acquisitions. The Company does not enter into derivative contracts for speculative or trading purposes. Crude Oil Costless Collars and Swaps. Costless collars are designed to establish floor and ceiling prices on anticipated future oil or gas production, while swaps establish a fixed price for anticipated future oil or gas production. While the use of these derivative instruments limits the downside risk of adverse price movements, they may also limit future revenues from favorable price movements. The table below details the Company’s costless collar and swap derivatives entered into to hedge forecasted crude oil production revenues as of March 31, 2019. Derivative Contracted Crude Weighted Average NYMEX Price Instrument Period Oil Volumes (Bbl) for Crude Oil (per Bbl) Collars (1) Apr - Dec 2019 7,950,000 $51.36 - $75.94 Swaps (1) Apr - Dec 2019 2,250,000 $59.44 Total 10,200,000 (1) Subsequent to March 31, 2019, the Company entered into additional costless collars for 1,000,000 Bbl of crude oil volumes and additional swap contracts for 1,800,000 Bbl of crude oil volumes for the remainder of 2019, as well as costless collars for 728,000 Bbl of crude oil volumes and swap contracts for 728,000 Bbl of crude oil volumes for the first half of 2020. Crude Oil Sales and Delivery Contract. The Company had a long-term crude oil sales and delivery contract for oil volumes produced from its Redtail field in Colorado. Whiting determined that this contract would not qualify for the “normal purchase normal sale” exclusion and therefore reflected the contract at fair value in the consolidated financial statements prior to settlement. On February 1, 2018, Whiting paid $61 million to the counterparty to settle all future minimum volume commitments under this agreement. Accordingly, this crude oil sales and delivery contract was fully terminated, and the fair value of the corresponding derivative was therefore zero as of that date. Derivative Instrument Reporting —All derivative instruments are recorded in the consolidated financial statements at fair value, other than derivative instruments that meet the “normal purchase normal sale” exclusion or other derivative scope exceptions. The following table summarizes the effects of derivative instruments on the consolidated statements of operations for the three months ended March 31, 2019 and 2018 (in thousands): Loss Recognized in Income Not Designated as Statement of Operations Three Months Ended March 31, ASC 815 Hedges Classification 2019 2018 Commodity contracts Derivative loss, net $ 62,905 $ 52,664 Total $ 62,905 $ 52,664 Offsetting of Derivative Assets and Liabilities. The Company nets its financial derivative instrument fair value amounts executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract. The following tables summarize the location and fair value amounts of all the Company’s derivative instruments in the consolidated balance sheets, as well as the gross recognized derivative assets, liabilities and amounts offset in the consolidated balance sheets (in thousands): March 31, 2019 (1) Net Gross Recognized Recognized Gross Fair Value Not Designated as Assets/ Amounts Assets/ ASC 815 Hedges Balance Sheet Classification Liabilities Offset Liabilities Derivative assets Commodity contracts - current Derivative assets $ 9,135 $ (3,856) $ 5,279 Total derivative assets $ 9,135 $ (3,856) $ 5,279 Derivative liabilities Commodity contracts - current Accrued liabilities and other $ 5,228 $ (3,856) $ 1,372 Total derivative liabilities $ 5,228 $ (3,856) $ 1,372 December 31, 2018 (1) Net Gross Recognized Recognized Gross Fair Value Not Designated as Assets/ Amounts Assets/ ASC 815 Hedges Balance Sheet Classification Liabilities Offset Liabilities Derivative assets Commodity contracts - current Derivative assets $ 69,735 $ (1,393) $ 68,342 Total derivative assets $ 69,735 $ (1,393) $ 68,342 Derivative liabilities Commodity contracts - current Accrued liabilities and other $ 1,393 $ (1,393) $ - Total derivative liabilities $ 1,393 $ (1,393) $ - (1) Because counterparties to the Company’s financial derivative contracts subject to master netting arrangements are lenders under Whiting Oil and Gas’ credit agreement, which eliminates its need to post or receive collateral associated with its derivative positions, columns for cash collateral pledged or received have not been presented in these tables. Contingent Features in Financial Derivative Instruments. None of the Company’s derivative instruments contain credit-risk-related contingent features. Counterparties to the Company’s financial derivative contracts are high credit-quality financial institutions that are lenders under Whiting’s credit agreement. The Company uses only credit agreement participants to hedge with, since these institutions are secured equally with the holders of Whiting’s bank debt, which eliminates the potential need to post collateral when Whiting is in a derivative liability position. As a result, the Company is not required to post letters of credit or corporate guarantees for its derivative counterparties in order to secure contract performance obligations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS The Company follows FASB ASC Topic 820, Fair Value Measurement and Disclosure , which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: · Level 1: Quoted Prices in Active Markets for Identical Assets – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2: Significant Other Observable Inputs – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3: Significant Unobservable Inputs – inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Cash, cash equivalents, accounts receivable and accounts payable are carried at cost, which approximates their fair value because of the short-term maturity of these instruments. The Company’s credit agreement has a recorded value that approximates its fair value since its variable interest rate is tied to current market rates and the applicable margins represent market rates. The Company’s senior notes are recorded at cost and the convertible senior notes are recorded at fair value at the date of issuance. The following table summarizes the fair values and carrying values of these instruments as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Fair Carrying Fair Carrying Value (1) Value (2) Value (1) Value (2) 1.25% Convertible Senior Notes due 2020 $ 543,397 $ 536,433 $ 531,161 $ 530,231 5.75% Senior Notes due 2021 885,621 870,871 829,929 870,545 6.25% Senior Notes due 2023 410,337 404,847 375,632 404,659 6.625% Senior Notes due 2026 985,000 987,251 865,000 986,886 Total $ 2,824,355 $ 2,799,402 $ 2,601,722 $ 2,792,321 (1) Fair values are based on quoted market prices for these debt securities, and such fair values are therefore designated as Level 1 within the valuation hierarchy. (2) Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums. The Company’s derivative financial instruments are recorded at fair value and include a measure of the Company’s own nonperformance risk or that of its counterparty, as appropriate. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values (in thousands): Total Fair Value Level 1 Level 2 Level 3 March 31, 2019 Financial Assets Commodity derivatives – current $ - $ 5,279 $ - $ 5,279 Total financial assets $ - $ 5,279 $ - $ 5,279 Financial Liabilities Commodity derivatives – current $ - $ 1,372 $ - $ 1,372 Total financial liabilities $ - $ 1,372 $ - $ 1,372 Total Fair Value Level 1 Level 2 Level 3 December 31, 2018 Financial Assets Commodity derivatives – current $ - $ 68,342 $ - $ 68,342 Total financial assets $ - $ 68,342 $ - $ 68,342 The following methods and assumptions were used to estimate the fair values of the Company’s financial assets and liabilities that are measured on a recurring basis: Commodity Derivatives . Commodity derivative instruments consist mainly of costless collars and swaps for crude oil. The Company’s costless collars and swaps are valued based on an income approach. Both the option and swap models consider various assumptions, such as quoted forward prices for commodities, time value and volatility factors. These assumptions are observable in the marketplace throughout the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, and are therefore designated as Level 2 within the valuation hierarchy. The discount rates used in the fair values of these instruments include a measure of either the Company’s or the counterparty’s nonperformance risk, as appropriate. The Company utilizes its counterparties’ valuations to assess the reasonableness of its own valuations. In addition, the Company had a long-term crude oil sales and delivery contract, whereby it had committed to deliver certain fixed volumes of crude oil produced from its Redtail field in Colorado. Whiting determined that the contract did not meet the “normal purchase normal sale” exclusion, and therefore reflected this contract at fair value in its consolidated financial statements prior to settlement. This commodity derivative was valued based on a probability-weighted income approach which considered various assumptions, including quoted spot prices for commodities, market differentials for crude oil, U.S. Treasury rates and either the Company’s or the counterparty’s nonperformance risk, as appropriate. The assumptions used in the valuation of the crude oil sales and delivery contract included certain market differential metrics that were unobservable during the term of the contract. Such unobservable inputs were significant to the contract valuation methodology, and the contract’s fair value was therefore designated as Level 3 within the valuation hierarchy. On February 1, 2018, Whiting paid $61 million to the counterparty to settle all future minimum volume commitments under this agreement. Accordingly, this derivative was settled in its entirety as of that date. Level 3 Fair Value Measurements — The following table presents a reconciliation of changes in the fair value of financial liabilities designated as Level 3 in the valuation hierarchy for the three months ended March 31, 2018 (in thousands): Three Months Ended March 31, 2018 Fair value liability, beginning of period $ (63,278) Unrealized gains on commodity derivative contracts included in earnings (1) 2,242 Settlement of commodity derivative contracts 61,036 Transfers into (out of) Level 3 - Fair value liability, end of period $ - (1) Included in derivative loss, net in the consolidated statements of operations. Non-recurring Fair Value Measurements — The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including proved property. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. The Company did not recognize any impairment write-downs with respect to its proved property during the reporting periods presented. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2019 | |
REVENUE RECOGNITION [Abstract] | |
REVENUE RECOGNITION | 9. REVENUE RECOGNITION The Company recognizes revenue in accordance with FASB ASC Topic 606 – Revenue Recognition (“ASC 606”). Revenue is recognized at the point in time at which the Company’s performance obligations under its commodity sales contracts are satisfied and control of the commodity is transferred to the customer. The Company has determined that its contracts for the sale of crude oil, unprocessed natural gas, residue gas and NGLs contain monthly performance obligations to deliver product at locations specified in the contract. Control is transferred at the delivery location, at which point the performance obligation has been satisfied and revenue is recognized. Fees included in the contract that are incurred prior to control transfer are classified as transportation, gathering, compression and other and fees incurred after control transfers are included as a reduction to the transaction price. The transaction price at which revenue is recognized consists entirely of variable consideration based on quoted market prices less various fees and the quantity of volumes delivered. The table below presents the disaggregation of revenue by product type for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 OPERATING REVENUES Oil sales $ 359,454 $ 453,650 NGL and natural gas sales 30,035 61,433 Oil, NGL and natural gas sales $ 389,489 $ 515,083 Whiting receives payment for product sales from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in accounts receivable trade, net in the consolidated balance sheets. As of March 31, 2019 and December 31, 2018, such receivable balances were $178 million and $165 million, respectively. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained. The Company has elected to utilize the practical expedient in ASC 606 that states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under the Company’s contracts, each monthly delivery of product represents a separate performance obligation, therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION Equity Incentive Plan —The Company maintains the Whiting Petroleum Corporation 2013 Equity Incentive Plan, as amended and restated (the “2013 Equity Plan”), which replaced the Whiting Petroleum Corporation 2003 Equity Incentive Plan (the “2003 Equity Plan”) and granted the authority to issue 1,325,000 shares of the Company’s common stock. During 2016, the 2013 Equity Plan was amended to include the authority to issue an additional 1,375,000 shares of the Company’s common stock. Upon shareholder approval of the 2013 Equity Plan, the 2003 Equity Plan was terminated. The 2003 Equity Plan continues to govern awards that were outstanding as of the date of its termination, which remain in effect pursuant to their terms. Any shares netted or forfeited under the 2003 Equity Plan and any shares forfeited under the 2013 Equity Plan will be available for future issuance under the 2013 Equity Plan. However, shares netted for tax withholding under the 2013 Equity Plan will be cancelled and will not be available for future issuance. Under the 2013 Equity Plan, no employee or officer participant may be granted options for more than 225,000 shares of common stock, stock appreciation rights relating to more than 225,000 shares of common stock, more than 150,000 shares of restricted stock (“RSAs”), more than 150,000 restricted stock units (“RSUs”), more than 150,000 performance shares (“PSAs”), or more than 150,000 performance share units (“PSUs”) during any calendar year. In addition, no non-employee director participant may be granted options for more than 25,000 shares of common stock, stock appreciation rights relating to more than 25,000 shares of common stock, more than 25,000 RSAs, or more than 25,000 RSUs during any calendar year. As of March 31, 2019, 505,495 shares of common stock remained available for grant under the 2013 Equity Plan. At the Company’s 2019 annual meeting held on May 1, 2019, shareholders approved an amendment to the 2013 Equity Plan which increased the total number of shares issuable under the plan by 3,000,000. The Company grants service-based RSAs and RSUs to executive officers and employees, which generally vest ratably over a three-year service period. The Company also grants service-based RSAs to directors, which generally vest over a one-year service period. In addition, the Company grants PSAs and PSUs to executive officers that are subject to market-based vesting criteria, which generally vest over a three-year service period. The Company accounts for forfeitures of awards granted under these plans as they occur in determining compensation expense. The Company recognizes compensation expense for all awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and compensation expense for share-settled awards is not reversed if vesting does not actually occur. During the three months ended March 31, 2019 and 2018, 326,737 and 215,898 shares, respectively, of service-based RSAs and RSUs were granted to executive officers under the 2013 Equity Plan. The Company determines compensation expense for these share-settled awards using their fair value at the grant date, which is based on the closing bid price of the Company’s common stock on such date. The weighted average grant date fair value of service-based RSAs and RSUs was $29.80 per share and $30.03 per share for the three months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2018, 308,432 shares of service-based RSUs were granted to employees under the 2013 Equity Plan. These awards will be settled in cash and are recorded as a liability in the consolidated balance sheets. The Company determines compensation expense for cash-settled RSUs using the fair value at the end of each reporting period, which is based on the closing bid price of the Company’s common stock on such date. During the three months ended March 31, 2019 and 2018, 317,512 and 215,898, respectively, of PSAs and PSUs subject to certain market-based vesting criteria were granted to executive officers under the 2013 Equity Plan. These market-based awards cliff vest on the third anniversary of the grant date, and the number of shares that will vest at the end of that three-year performance period is determined based on the rank of Whiting’s cumulative stockholder return compared to the stockholder return of a peer group of companies on each anniversary of the grant date over the three-year performance period. The number of awards earned could range from zero up to two times the number of shares initially granted. However, awards earned up to the target shares granted (or 100%) will be settled in shares, while awards earned in excess of the target shares granted will be settled in cash. The cash-settled component of such awards is recorded as a liability in the consolidated balance sheets and will be remeasured at fair value using a Monte Carlo valuation model at the end of each reporting period. For awards subject to market conditions, the grant date fair value is estimated using a Monte Carlo valuation model. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of Whiting’s common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The key assumptions used in valuing these market-based awards were as follows: 2019 2018 Number of simulations 2,500,000 2,500,000 Expected volatility 72.95% 72.80% Risk-free interest rate 2.60% 2.12% Dividend yield — — The weighted average grant date fair value of the market-based awards that will be settled in shares, as determined by the Monte Carlo valuation model, was $25.97 per share and $27.28 per share in 2019 and 2018, respectively. The following table shows a summary of the Company’s service-based and market-based awards activity for the three months ended March 31, 2019: Number of Awards Weighted Average Service‑Based Market-Based Grant Date RSAs & RSUs PSAs & PSUs Fair Value Nonvested awards, January 1 554,527 503,696 $ 34.94 Granted 326,737 317,512 27.91 Vested (316,860) (98,581) 31.82 Forfeited (3,069) (111,199) 27.89 Nonvested awards, March 31 561,335 611,428 $ 32.87 There was no significant stock option activity during the three months ended March 31, 2019 and 2018. For the three months ended March 31, 2019 and 2018, the Company recognized total stock-based compensation expense of $6 million and $7 million, respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 11. INCOME TAXES Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the three months ended March 31, 2019 and 2018 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to (i) the effects of state taxes and permanent taxable differences for the three months ended March 31, 2019 and (ii) for the three months ended March 31, 2018, a full valuation allowance was in effect, which reduced the Company’s net tax expense to zero. In assessing the realizability of deferred tax assets (“DTAs”), management considers whether it is more likely than not that some portion, or all, of the Company’s DTAs will not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of temporary differences, tax-planning strategies and projected future taxable income and results of operations. If the Company concludes that it is more likely than not that some portion, or all, of its DTAs will not be realized, the tax asset is reduced by a valuation allowance. At December 31, 2018, the Company had a valuation allowance totaling $152 million on a portion of its net DTAs. The Company assesses the appropriateness of its valuation allowance on a quarterly basis. As of March 31, 2019, there was no change in the Company’s assessment of the realizability of its DTAs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | 12. EARNINGS PER SHARE The reconciliations between basic and diluted earnings (loss) per share are as follows (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Basic Earnings (Loss) Per Share Net income (loss) $ (68,925) $ 15,012 Weighted average shares outstanding, basic 91,235 90,892 Earnings (loss) per common share, basic $ (0.76) $ 0.17 Diluted Earnings (Loss) Per Share Net income (loss) $ (68,925) $ 15,012 Weighted average shares outstanding, basic 91,235 90,892 Service-based awards, market-based awards and stock options - 418 Weighted average shares outstanding, diluted 91,235 91,310 Earnings (loss) per common share, diluted $ (0.76) $ 0.16 During the three months ended March 31, 2019, the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of 254,985 shares of service-based awards and 235,174 shares of market-based awards. In addition, the diluted earnings per share calculation for the three months ended March 31, 2019 excludes the effect of 49,125 common shares for stock options that were out-of-the money as of March 31, 2019. During the three months ended March 31, 2018, the diluted earnings per share calculation excludes the effect of 116,552 common shares for stock options that were out-of-the-money and 246,613 shares of market-based awards that did not meet the market-based vesting criteria as of March 31, 2018. Refer to the “Stock-Based Compensation” footnote for further information on the Company’s service-based awards, market-based awards and stock options. As discussed in the “Long-Term Debt” footnote, the Company has the option to settle conversions of the 2020 Convertible Senior Notes with cash, shares of common stock or any combination thereof. Based on the current conversion price, the entire outstanding principal amount of the 2020 Convertible Senior Notes as of March 31, 2019 would be convertible into approximately 3.6 million shares of the Company’s common stock. However, the Company’s intent is to settle the principal amount of the notes in cash upon conversion. As a result, only the amount by which the conversion value exceeds the aggregate principal amount of the notes (the “conversion spread”) is considered in the diluted earnings per share computation under the treasury stock method. As of March 31, 2019 and 2018, the conversion value did not exceed the principal amount of the notes. Accordingly, there was no impact to diluted earnings per share or the related disclosures for those periods. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
BASIS OF PRESENTATION [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements —The unaudited condensed consolidated financial statements include the accounts of Whiting Petroleum Corporation and its consolidated subsidiaries. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. These financial statements have been prepared in accordance with GAAP and the SEC rules and regulations for interim financial reporting. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10‑Q should be read in conjunction with Whiting’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10‑K for the period ended December 31, 2018. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to consolidated financial statements included in the Company’s 2018 Annual Report on Form 10‑K. |
Reclassifications | Reclassifications — Certain prior period balances in the condensed consolidated balance sheets have been combined pursuant to Rule 10‑01(a)(2) of Regulation S‑X of the SEC. Additionally, certain prior period balances in the condensed consolidated statements of operations have been reclassified to conform to the current year presentation. These include the reclassification of transportation, gathering, compression and other expenses and ad valorem taxes from previously reported lease operating expenses in the condensed consolidated statements of operations. For all periods presented, transportation, gathering, compression and other expenses are presented as a separate caption and ad valorem taxes are combined with production taxes. Such reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements — Leases (“ASU 2016-02”). The objective of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. The FASB subsequently issued various ASUs which provided additional implementation guidance, and these ASUs collectively make up FASB ASC Topic 842 – Leases (“ASC 842”). ASC 842 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The standard permits retrospective application through recognition of a cumulative-effect adjustment at the beginning of either the earliest reporting period presented or the period of adoption. The Company adopted ASC 842 effective January 1, 2019 using the modified retrospective method as of the adoption date. Whiting has completed the assessment of its existing accounting policies and documentation, implementation of lease accounting software and enhancement of its internal controls. Adoption of the standard resulted in the recognition of additional lease assets and liabilities on Whiting’s consolidated balance sheet as well as additional disclosures. The adoption did not have a material impact to the Company’s consolidated statement of operations. Refer to the “Leases” footnote for further information on the Company’s implementation of this standard. |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
OIL AND GAS PROPERTIES [Abstract] | |
Net capitalized costs related to oil and gas producing activities | March 31, December 31, 2019 2018 Proved leasehold costs $ 2,728,643 $ 2,729,593 Unproved leasehold costs 120,714 122,687 Costs of completed wells and facilities 9,323,871 9,182,384 Wells and facilities in progress 221,949 160,995 Total oil and gas properties, successful efforts method 12,395,177 12,195,659 Accumulated depletion (5,115,151) (4,937,579) Oil and gas properties, net $ 7,280,026 $ 7,258,080 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
ACQUISITIONS AND DIVESTITURES [Abstract] | |
Schedule of purchase price allocation | Cash consideration $ 122,861 Fair value of assets acquired: Accounts receivable trade, net $ 30 Prepaid expenses and other 43 Oil and gas properties, successful efforts method: Proved oil and gas properties 106,860 Unproved oil and gas properties 21,769 Total fair value of assets acquired 128,702 Fair value of liabilities assumed: Revenue and royalties payable 3,309 Asset retirement obligations 2,532 Total fair value of liabilities assumed 5,841 Total fair value of assets and liabilities acquired $ 122,861 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
LEASES [Abstract] | |
Summary of lease balance sheet information | Supplemental balance sheet information for the Company’s leases as of March 31, 2019 consisted of the following (in thousands): Leases Balance Sheet Classification March 31, 2019 Operating Leases Operating lease ROU assets Other long-term assets $ 18,690 Accumulated depreciation Other long-term assets (2,807) Operating lease ROU assets, net $ 15,883 Short-term operating lease obligations Accrued liabilities and other $ 7,815 Long-term operating lease obligations Operating lease obligations 13,898 Total operating lease obligations $ 21,713 Finance Leases Finance lease ROU assets Other property and equipment $ 34,016 Accumulated depreciation Accumulated depreciation, depletion and amortization (13,340) Finance lease ROU assets, net $ 20,676 Short-term finance lease obligations Accrued liabilities and other $ 4,927 Long-term finance lease obligations Other long-term liabilities 17,993 Total finance lease obligations $ 22,920 The Company’s leases have terms of less than one year to 11 years. Most of the Company’s leases do not state or imply a discount rate. Accordingly, the Company uses its incremental borrowing rate based on information available at lease commencement to determine the present value of the lease payments. Information regarding the Company’s lease terms and discount rates as of March 31, 2019 is as follows: Weighted Average Remaining Lease Term Operating leases 6 years Finance leases 5 years Weighted Average Discount Rate Operating leases Finance leases |
Summary of lease cost | Lease cost for the three months ended March 31, 2019 consisted of the following (in thousands): Three Months Ended March 31, 2019 Operating lease cost $ 2,870 Finance lease cost: Amortization of ROU assets $ 1,397 Interest on lease liabilities 520 Total finance lease cost $ 1,917 Short-term lease payments $ 124,322 Variable lease payments $ 4,935 |
Summary of lease cash flow information | Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,778 Operating cash flows from finance leases $ 518 Financing cash flows from finance leases $ 1,264 ROU assets obtained in exchange for new operating lease obligations $ 9 ROU assets obtained in exchange for new finance lease obligations $ 737 |
Summary of operating lease obligations | The Company’s lease obligations as of March 31, 2019 will mature as follows (in thousands): Year ending December 31, Operating Leases Finance Leases 2019 $ 7,148 $ 5,154 2020 4,011 6,264 2021 1,896 4,946 2022 1,857 3,888 2023 1,608 3,306 Remaining 9,232 5,765 Total lease payments $ 25,752 $ 29,323 Less imputed interest (4,039) (6,403) Total discounted lease payments $ 21,713 $ 22,920 |
Summary of finance lease obligations | Year ending December 31, Operating Leases Finance Leases 2019 $ 7,148 $ 5,154 2020 4,011 6,264 2021 1,896 4,946 2022 1,857 3,888 2023 1,608 3,306 Remaining 9,232 5,765 Total lease payments $ 25,752 $ 29,323 Less imputed interest (4,039) (6,403) Total discounted lease payments $ 21,713 $ 22,920 |
Minimum future payments under non-cancelable operating leases and unconditional purchase obligations | As of December 31, 2018, minimum future contractual payments for long-term leases under the scope of ASC 840 are as follows (in thousands): Pipeline Automobile and Real Estate Transportation Equipment Year ending December 31, Leases Agreement Leases 2019 $ 7,407 $ 3,180 $ 4,216 2020 4,770 3,180 3,422 2021 4,066 3,180 1,678 2022 4,188 3,180 488 2023 4,017 3,180 35 Remaining 25,140 5,565 - Total lease payments $ 49,588 $ 21,465 $ 9,839 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
LONG-TERM DEBT [Abstract] | |
Schedule of long-term debt | March 31, December 31, 2019 2018 Credit agreement $ 40,000 $ - 1.25% Convertible Senior Notes due 2020 562,075 562,075 5.75% Senior Notes due 2021 873,609 873,609 6.25% Senior Notes due 2023 408,296 408,296 6.625% Senior Notes due 2026 1,000,000 1,000,000 Total principal 2,883,980 2,843,980 Unamortized debt discounts and premiums (23,312) (28,994) Unamortized debt issuance costs on notes (21,266) (22,665) Total long-term debt $ 2,839,402 $ 2,792,321 |
Summary of margin rates and commitment fees | Applicable Applicable Margin for Base Margin for Commitment Ratio of Outstanding Borrowings to Borrowing Base Rate Loans Eurodollar Loans Fee Less than 0.25 to 1.0 0.50% 1.50% 0.375% Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 0.75% 1.75% 0.375% Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 1.00% 2.00% 0.50% Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 1.25% 2.25% 0.50% Greater than or equal to 0.90 to 1.0 1.50% 2.50% 0.50% |
Summary of senior notes and convertible senior notes | 2020 Convertible 2021 2023 2026 Senior Notes Senior Notes Senior Notes Senior Notes Outstanding principal (in thousands) $ 562,075 $ 873,609 $ 408,296 $ 1,000,000 Interest rate 1.25% 5.75% 6.25% 6.625% Maturity date Apr 1, 2020 Mar 15, 2021 Apr 1, 2023 Jan 15, 2026 Interest payment dates Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Jan 15, Jul 15 Make-whole redemption date (1) N/A (2) Dec 15, 2020 Jan 1, 2023 Oct 15, 2025 (1) On or after these dates, the Company may redeem the applicable series of notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. At any time prior to these dates, the Company may redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. (2) The indenture governing the 1.25% Convertible Senior Notes due 2020 does not allow for optional redemption by the Company prior to the maturity date. |
Schedule of convertible senior notes | March 31, December 31, 2019 2018 Liability component Principal $ 562,075 $ 562,075 Less: unamortized note discount (23,767) (29,504) Less: unamortized debt issuance costs (1,875) (2,340) Net carrying value $ 536,433 $ 530,231 Equity component (1) $ 136,522 $ 136,522 (1) Recorded in additional paid-in capital, net of $5 million of issuance costs and $50 million of deferred taxes. |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | |
Schedule of reconciliation of the Company's asset retirement obligations | Asset retirement obligation at January 1, 2019 $ 135,834 Additional liability incurred 651 Accretion expense 2,882 Obligations on sold properties (307) Liabilities settled 521 Asset retirement obligation at March 31, 2019 $ 139,581 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
Derivative instruments | Derivative Contracted Crude Weighted Average NYMEX Price Instrument Period Oil Volumes (Bbl) for Crude Oil (per Bbl) Collars (1) Apr - Dec 2019 7,950,000 $51.36 - $75.94 Swaps (1) Apr - Dec 2019 2,250,000 $59.44 Total 10,200,000 (1) Subsequent to March 31, 2019, the Company entered into additional costless collars for 1,000,000 Bbl of crude oil volumes and additional swap contracts for 1,800,000 Bbl of crude oil volumes for the remainder of 2019, as well as costless collars for 728,000 Bbl of crude oil volumes and swap contracts for 728,000 Bbl of crude oil volumes for the first half of 2020. |
Schedule of effects of commodity derivative instruments | Loss Recognized in Income Not Designated as Statement of Operations Three Months Ended March 31, ASC 815 Hedges Classification 2019 2018 Commodity contracts Derivative loss, net $ 62,905 $ 52,664 Total $ 62,905 $ 52,664 |
Location and fair value of derivative instruments | March 31, 2019 (1) Net Gross Recognized Recognized Gross Fair Value Not Designated as Assets/ Amounts Assets/ ASC 815 Hedges Balance Sheet Classification Liabilities Offset Liabilities Derivative assets Commodity contracts - current Derivative assets $ 9,135 $ (3,856) $ 5,279 Total derivative assets $ 9,135 $ (3,856) $ 5,279 Derivative liabilities Commodity contracts - current Accrued liabilities and other $ 5,228 $ (3,856) $ 1,372 Total derivative liabilities $ 5,228 $ (3,856) $ 1,372 December 31, 2018 (1) Net Gross Recognized Recognized Gross Fair Value Not Designated as Assets/ Amounts Assets/ ASC 815 Hedges Balance Sheet Classification Liabilities Offset Liabilities Derivative assets Commodity contracts - current Derivative assets $ 69,735 $ (1,393) $ 68,342 Total derivative assets $ 69,735 $ (1,393) $ 68,342 Derivative liabilities Commodity contracts - current Accrued liabilities and other $ 1,393 $ (1,393) $ - Total derivative liabilities $ 1,393 $ (1,393) $ - (1) Because counterparties to the Company’s financial derivative contracts subject to master netting arrangements are lenders under Whiting Oil and Gas’ credit agreement, which eliminates its need to post or receive collateral associated with its derivative positions, columns for cash collateral pledged or received have not been presented in these tables. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Summary of the fair values and carrying value of debt instruments | March 31, 2019 December 31, 2018 Fair Carrying Fair Carrying Value (1) Value (2) Value (1) Value (2) 1.25% Convertible Senior Notes due 2020 $ 543,397 $ 536,433 $ 531,161 $ 530,231 5.75% Senior Notes due 2021 885,621 870,871 829,929 870,545 6.25% Senior Notes due 2023 410,337 404,847 375,632 404,659 6.625% Senior Notes due 2026 985,000 987,251 865,000 986,886 Total $ 2,824,355 $ 2,799,402 $ 2,601,722 $ 2,792,321 (1) Fair values are based on quoted market prices for these debt securities, and such fair values are therefore designated as Level 1 within the valuation hierarchy. (2) Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums. |
Fair value assets and liabilities measured on a recurring basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values (in thousands): Total Fair Value Level 1 Level 2 Level 3 March 31, 2019 Financial Assets Commodity derivatives – current $ - $ 5,279 $ - $ 5,279 Total financial assets $ - $ 5,279 $ - $ 5,279 Financial Liabilities Commodity derivatives – current $ - $ 1,372 $ - $ 1,372 Total financial liabilities $ - $ 1,372 $ - $ 1,372 Total Fair Value Level 1 Level 2 Level 3 December 31, 2018 Financial Assets Commodity derivatives – current $ - $ 68,342 $ - $ 68,342 Total financial assets $ - $ 68,342 $ - $ 68,342 |
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | Three Months Ended March 31, 2018 Fair value liability, beginning of period $ (63,278) Unrealized gains on commodity derivative contracts included in earnings (1) 2,242 Settlement of commodity derivative contracts 61,036 Transfers into (out of) Level 3 - Fair value liability, end of period $ - (1) Included in derivative loss, net in the consolidated statements of operations. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
REVENUE RECOGNITION [Abstract] | |
Summary of revenue disaggregation | The table below presents the disaggregation of revenue by product type for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 OPERATING REVENUES Oil sales $ 359,454 $ 453,650 NGL and natural gas sales 30,035 61,433 Oil, NGL and natural gas sales $ 389,489 $ 515,083 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
STOCK-BASED COMPENSATION [Abstract] | |
Assumption for valuing market based restricted shares | 2019 2018 Number of simulations 2,500,000 2,500,000 Expected volatility 72.95% 72.80% Risk-free interest rate 2.60% 2.12% Dividend yield — — |
Summary of nonvested shares | Number of Awards Weighted Average Service‑Based Market-Based Grant Date RSAs & RSUs PSAs & PSUs Fair Value Nonvested awards, January 1 554,527 503,696 $ 34.94 Granted 326,737 317,512 27.91 Vested (316,860) (98,581) 31.82 Forfeited (3,069) (111,199) 27.89 Nonvested awards, March 31 561,335 611,428 $ 32.87 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS PER SHARE [Abstract] | |
Reconciliations between basic and diluted earnings per share | The reconciliations between basic and diluted earnings (loss) per share are as follows (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Basic Earnings (Loss) Per Share Net income (loss) $ (68,925) $ 15,012 Weighted average shares outstanding, basic 91,235 90,892 Earnings (loss) per common share, basic $ (0.76) $ 0.17 Diluted Earnings (Loss) Per Share Net income (loss) $ (68,925) $ 15,012 Weighted average shares outstanding, basic 91,235 90,892 Service-based awards, market-based awards and stock options - 418 Weighted average shares outstanding, diluted 91,235 91,310 Earnings (loss) per common share, diluted $ (0.76) $ 0.16 |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
OIL AND GAS PROPERTIES [Abstract] | ||
Proved leasehold costs | $ 2,728,643 | $ 2,729,593 |
Unproved leasehold costs | 120,714 | 122,687 |
Costs of completed wells and facilities | 9,323,871 | 9,182,384 |
Wells and facilities in progress | 221,949 | 160,995 |
Total oil and gas properties, successful efforts method | 12,395,177 | 12,195,659 |
Accumulated depletion | (5,115,151) | (4,937,579) |
Oil and gas properties, net | $ 7,280,026 | $ 7,258,080 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES (Acquisition) (Details) $ in Thousands | Jul. 31, 2018USD ($)aitem | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
Cash consideration | $ 823 | $ 3,105 | |
Richland and McKenzie Counties [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 130,000 | ||
Net acquisition area (in acres) | a | 54,800 | ||
Number of wells acquired | item | 117 | ||
Cash consideration | $ 122,861 | ||
Fair value of assets acquired: | |||
Accounts receivable trade, net | 30 | ||
Prepaid expenses and other | 43 | ||
Oil and gas properties, successful efforts method: | |||
Proved oil and gas properties | 106,860 | ||
Unproved oil and gas properties | 21,769 | ||
Total fair value of assets acquired | 128,702 | ||
Fair value of liabilities assumed: | |||
Revenue and royalties payable | 3,309 | ||
Asset retirement obligations | 2,532 | ||
Total fair value of liabilities assumed | 5,841 | ||
Total fair value of assets and liabilities acquired | $ 122,861 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease, Practical Expedients, Package [true false] | true | |
Accounting Standards Update 2016-02 [Member] | Restatement Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total leased assets | $ 30 | |
Total lease liabilities | $ 36 |
LEASES (Balance Sheet and Terms
LEASES (Balance Sheet and Terms) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating Leases | |
Operating lease ROU assets | $ 18,690 |
Operating lease, Accumulated depreciation | (2,807) |
Operating lease ROU assets, net | $ 15,883 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent |
Short-term operating lease obligations | $ 7,815 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current |
Long-term operating lease obligations | $ 13,898 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term operating lease obligations |
Total operating lease obligations | $ 21,713 |
Finance Leases | |
Finance lease ROU assets | 34,016 |
Finance lease, Accumulated depreciation | (13,340) |
Finance lease ROU assets, net | $ 20,676 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net |
Short-term finance lease obligations | $ 4,927 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current |
Long-term finance lease obligations | $ 17,993 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent |
Total finance lease obligations | $ 22,920 |
Weighted Average Remaining Lease Term, Operating lease | 6 years |
Weighted Average Remaining Lease Term, Finance lease | 5 years |
Weighted Average Discount Rate, Operating lease (as a percent) | 5.00% |
Weighted Average Discount Rate, Finance lease (as a percent) | 9.00% |
Minimum [Member] | |
Finance Leases | |
Lease term | 1 year |
Maximum [Member] | |
Finance Leases | |
Lease term | 11 years |
LEASES (Lease cost) (Details)
LEASES (Lease cost) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
LEASES [Abstract] | |
Operating lease cost | $ 2,870 |
Amortization of ROU assets | 1,397 |
Interest on lease liabilities | 520 |
Total finance lease cost | 1,917 |
Short-term lease payments | 124,322 |
Variable lease payments | $ 4,935 |
LEASES (Cash flow) (Details)
LEASES (Cash flow) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
LEASES [Abstract] | |
Operating cash flows from operating leases | $ 2,778 |
Operating cash flows from finance leases | 518 |
Financing cash flows from finance leases | 1,264 |
ROU assets obtained in exchange for new operating lease obligations | 9 |
ROU assets obtained in exchange for new financing lease obligations | $ 737 |
LEASES (Obligations) (Details)
LEASES (Obligations) (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
2019 | $ 7,148 |
2020 | 4,011 |
2021 | 1,896 |
2022 | 1,857 |
2023 | 1,608 |
Remaining | 9,232 |
Total lease payments | 25,752 |
Less imputed interest | (4,039) |
Total operating lease obligations | 21,713 |
Finance Leases | |
2019 | 5,154 |
2020 | 6,264 |
2021 | 4,946 |
2022 | 3,888 |
2023 | 3,306 |
Remaining | 5,765 |
Total lease payments | 29,323 |
Less imputed interest | (6,403) |
Total finance lease obligations | 22,920 |
Operating leases not yet commenced | $ 25,000 |
Operating lease not yet commenced term | 10 years |
LEASES (ASC 840 Obligations) (D
LEASES (ASC 840 Obligations) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Real Estate Leases [Member] | |
Minimum future contractual payments | |
2019 | $ 7,407 |
2020 | 4,770 |
2021 | 4,066 |
2022 | 4,188 |
2023 | 4,017 |
Remaining | 25,140 |
Total | 49,588 |
Pipeline Transportation Agreements [Member] | |
Minimum future contractual payments | |
2019 | 3,180 |
2020 | 3,180 |
2021 | 3,180 |
2022 | 3,180 |
2023 | 3,180 |
Remaining | 5,565 |
Total | 21,465 |
Automobile and Equipment Leases [Member] | |
Minimum future contractual payments | |
2019 | 4,216 |
2020 | 3,422 |
2021 | 1,678 |
2022 | 488 |
2023 | 35 |
Total | $ 9,839 |
LONG-TERM DEBT (Schedule of lon
LONG-TERM DEBT (Schedule of long-term debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | Sep. 30, 2013 |
Debt Instrument [Line Items] | ||||||
Total principal | $ 2,883,980 | $ 2,843,980 | ||||
Unamortized debt discounts and premiums | (23,312) | (28,994) | ||||
Unamortized debt issuance costs on notes | (21,266) | (22,665) | ||||
Total long-term debt | 2,839,402 | 2,792,321 | ||||
Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total principal | $ 40,000 | |||||
5.0% Senior Notes due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total principal | $ 0 | |||||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | ||||
1.25% Convertible Senior Notes due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total principal | $ 562,075 | 562,075 | ||||
Unamortized debt issuance costs on notes | $ (1,875) | (2,340) | $ (25,000) | |||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | ||||
5.75% Senior Notes due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total principal | $ 873,609 | 873,609 | ||||
Interest rate on debt instrument (as a percent) | 5.75% | |||||
6.25% Senior Notes due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total principal | $ 408,296 | 408,296 | ||||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | ||||
6.625% Senior Notes due 2026 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total principal | $ 1,000,000 | $ 1,000,000 | ||||
Interest rate on debt instrument (as a percent) | 6.625% | 6.625% |
LONG-TERM DEBT (Credit agreemen
LONG-TERM DEBT (Credit agreement) (Details) - Credit Agreement [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity of credit facility | $ 2,400 | $ 2,250 |
Maximum aggregate commitments | 1,750 | $ 1,750 |
Borrowing capacity of credit facility, net of letter of credit | 1,700 | |
Outstanding borrowings under credit facility | 40 | |
Letters of credit borrowings outstanding | 2 | |
Portion of line of credit available for issuance of letters of credit | 50 | |
Amount of revolving credit agreement available for additional letters of credit under the agreement | $ 48 | |
Weighted average interest rate | 6.00% | |
Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Basis points added to reference rate (as a percent) | 0.50% | |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis points added to reference rate (as a percent) | 1.00% |
LONG-TERM DEBT (Margin rates an
LONG-TERM DEBT (Margin rates and commitment fees) (Details) - Credit Agreement [Member] | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |
Retained earnings free from restrictions | $ 0 |
Minimum consolidated current assets to consolidated current liabilities ratio | 1 |
Total debt to EBITDAX ratio | 4 |
Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 0.50% |
Less than 0.25 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Range, less than | 0.25 |
Commitment Fee (as a percent) | 0.375% |
Less than 0.25 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 0.50% |
Less than 0.25 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.50% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Range, greater than or equal to | 0.25 |
Range, less than | 0.50 |
Commitment Fee (as a percent) | 0.375% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 0.75% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.75% |
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Range, greater than or equal to | 0.50 |
Range, less than | 0.75 |
Commitment Fee (as a percent) | 0.50% |
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.00% |
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.00% |
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Range, greater than or equal to | 0.75 |
Range, less than | 0.90 |
Commitment Fee (as a percent) | 0.50% |
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.25% |
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.25% |
Greater than or equal to 0.90 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Range, greater than or equal to | 0.90 |
Commitment Fee (as a percent) | 0.50% |
Greater than or equal to 0.90 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.50% |
Greater than or equal to 0.90 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.50% |
LONG-TERM DEBT (Summary of seni
LONG-TERM DEBT (Summary of senior notes and convertible senior notes) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Carrying value of debt instrument | $ 2,883,980 | $ 2,843,980 | ||
1.25% Convertible Senior Notes due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of debt instrument | $ 562,075 | 562,075 | ||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | ||
Debt maturity date | Apr. 1, 2020 | |||
5.75% Senior Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of debt instrument | $ 873,609 | 873,609 | ||
Interest rate on debt instrument (as a percent) | 5.75% | |||
Debt maturity date | Mar. 15, 2021 | |||
Make-whole redemption date | Dec. 15, 2020 | |||
6.25% Senior Notes due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of debt instrument | $ 408,296 | 408,296 | ||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | ||
Debt maturity date | Apr. 1, 2023 | |||
Make-whole redemption date | Jan. 1, 2023 | |||
6.625% Senior Notes due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of debt instrument | $ 1,000,000 | $ 1,000,000 | ||
Interest rate on debt instrument (as a percent) | 6.625% | 6.625% | ||
Debt maturity date | Jan. 15, 2026 | |||
Make-whole redemption date | Oct. 15, 2025 |
LONG-TERM DEBT (Senior notes) (
LONG-TERM DEBT (Senior notes) (Details) - USD ($) $ in Thousands, shares in Millions | Jan. 26, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | Sep. 30, 2013 |
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | $ (31,160) | |||||||
Total principal | $ 2,883,980 | $ 2,843,980 | ||||||
Repurchase of notes | 990,023 | |||||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of redemption price | 100.00% | |||||||
Aggregate principal amount converted into shares | $ 807,000 | |||||||
Number of shares upon settlement of conversion | 19.8 | |||||||
5.0% Senior Notes due 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes Issued | $ 1,100,000 | |||||||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | ||||||
Notes repurchased, principal amount | $ 961,000 | |||||||
Percentage of redemption price | 102.976% | |||||||
Gain (loss) on extinguishment of debt | $ (31,000) | |||||||
Aggregate principal amount converted into shares | $ 139,000 | |||||||
Total principal | $ 0 | |||||||
Repurchase of notes | $ 1,000,000 | |||||||
5.75% Senior Notes due 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 5.75% | |||||||
Debt, effective interest rate | 5.50% | |||||||
Aggregate principal amount converted into shares | 326,000 | |||||||
Total principal | $ 873,609 | 873,609 | ||||||
5.75% Senior Notes due 2021, Par [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes Issued | $ 800,000 | |||||||
Interest rate on debt instrument (as a percent) | 5.75% | |||||||
5.75% Senior Notes due 2021, Premium [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes Issued | $ 400,000 | |||||||
Interest rate on debt instrument (as a percent) | 5.75% | |||||||
Premium as a percentage of par | 101.00% | |||||||
6.25% Senior Notes due 2023 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes Issued | $ 750,000 | |||||||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | ||||||
Aggregate principal amount converted into shares | 342,000 | |||||||
Total principal | $ 408,296 | 408,296 | ||||||
6.625% Senior Notes due 2026 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes Issued | $ 1,000,000 | |||||||
Interest rate on debt instrument (as a percent) | 6.625% | 6.625% | ||||||
Total principal | $ 1,000,000 | 1,000,000 | ||||||
1.25% Convertible Senior Notes due 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes Issued | $ 562,075 | 562,075 | $ 1,250,000 | |||||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | ||||||
Debt, effective interest rate | 5.60% | |||||||
Unamortized debt discount | $ 23,767 | 29,504 | $ 238,000 | |||||
Aggregate principal amount converted into shares | $ 688,000 | |||||||
Number of shares upon settlement of conversion | 17.8 | |||||||
Total principal | $ 562,075 | $ 562,075 |
LONG-TERM DEBT (2020 Convertibl
LONG-TERM DEBT (2020 Convertible senior notes) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015USD ($) | Mar. 31, 2019USD ($)item$ / shares$ / item | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||
Debt finance cost | $ 21,266 | $ 22,665 | |
Carrying value of debt instrument | 2,883,980 | 2,843,980 | |
1.25% Convertible Senior Notes due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Principal | $ 1,250,000 | $ 562,075 | 562,075 |
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | |
Net proceeds | $ 1,200,000 | ||
Debt finance cost | 25,000 | $ 1,875 | 2,340 |
Carrying value of debt instrument | $ 562,075 | 562,075 | |
Minimum days within 30 consecutive days of trading, where percent of conversion price exceed agreed upon percentage | item | 20 | ||
Consecutive trading days | item | 30 | ||
Principal amount per conversion ratio | $ / item | 1,000 | ||
Conversion ratio | 6.4102 | ||
Conversion price per $1,000 principal amount of notes | $ / shares | $ 156 | ||
Debt, effective interest rate | 5.60% | ||
Estimated fair value of Notes | 1,000,000 | ||
Debt discount | $ 238,000 | $ 23,767 | $ 29,504 |
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes Conversion Scenario1 [Member] | |||
Debt Instrument [Line Items] | |||
Minimum conversion price percentage used to determine settlement of conversion | 130.00% | ||
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes Conversion Scenario2 [Member] | |||
Debt Instrument [Line Items] | |||
Period after measurement period used for convertible senior notes | 5 days | ||
Debt Instruments Convertible Threshold Consecutive Trading Days | 5 days | ||
Principal amount per conversion ratio | $ / item | 1,000 | ||
Threshold percentage of product of stock price and conversion rate | 98.00% |
LONG-TERM DEBT (Schedule of con
LONG-TERM DEBT (Schedule of convertible senior notes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Less: unamortized debt issuance costs | $ (21,266) | $ (22,665) | ||
Interest expense | 48,099 | $ 52,899 | ||
1.25% Convertible Senior Notes due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 562,075 | 562,075 | $ 1,250,000 | |
Less: unamortized note discount | (23,767) | (29,504) | (238,000) | |
Less: unamortized debt issuance costs | (1,875) | (2,340) | $ (25,000) | |
Net carrying value | 536,433 | 530,231 | ||
Interest expense | 7,000 | $ 7,000 | ||
Equity Component Of Convertible Senior Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Less: unamortized debt issuance costs | (5,000) | (5,000) | ||
Equity component | 136,522 | 136,522 | ||
Equity component of convertible debt, deferred taxes | $ 50,000 | $ 50,000 |
LONG-TERM DEBT (Security and gu
LONG-TERM DEBT (Security and guarantees (Details) | 3 Months Ended |
Mar. 31, 2019 | |
LONG-TERM DEBT [Abstract] | |
Percentage of owned subsidiaries | 100.00% |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligations | ||
Asset retirement obligations, current portion | $ 4,000 | $ 4,000 |
Reconciliation of the Company's asset retirement obligations | ||
Balance at the beginning of the period | 135,834 | |
Additional liability incurred | 651 | |
Accretion expense | 2,882 | |
Obligations on sold properties | (307) | |
Liabilities settled | 521 | |
Balance at the end of the period | $ 139,581 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Derivative instruments) (Details) - Crude Oil [Member] | Apr. 30, 2019bbl | Mar. 31, 2019bblUSD ($)$ / bbl |
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | $ | 10,200,000 | |
Collars [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 7,950,000 | |
Derivative, Floor Price (in dollars per Bbl) | $ / bbl | 51.36 | |
Derivative, Cap Price (in dollars per Bbl) | $ / bbl | 75.94 | |
Collars [Member] | Apr - Dec 2019 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 1,000,000 | |
Collars [Member] | Jan - Jun 2020 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 728,000 | |
Swap [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 2,250,000 | |
Derivative, Swap Type, Average Fixed Price (in dollars per Bbl) | $ / bbl | 59.44 | |
Swap [Member] | Apr - Dec 2019 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 1,800,000 | |
Swap [Member] | Jan - Jun 2020 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 728,000 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) $ in Thousands | Feb. 01, 2018 | Mar. 31, 2018 | Mar. 31, 2019 |
Derivative Financial Instruments [Line Items] | |||
Derivative liability | $ 1,372 | ||
Payment to settle future minimum volume commitments | $ 61,036 | ||
Crude Oil Sales And Delivery Contract [Member] | |||
Derivative Financial Instruments [Line Items] | |||
Derivative liability | $ 0 | ||
Payment to settle future minimum volume commitments | $ 61,000 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS (Effects of commodity derivative instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Financial Instruments [Line Items] | ||
(Gain) Loss Recognized in Income | $ 62,905 | $ 52,664 |
Not Designated as ASC 815 Hedges [Member] | ||
Derivative Financial Instruments [Line Items] | ||
(Gain) Loss Recognized in Income | 62,905 | 52,664 |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | ||
Derivative Financial Instruments [Line Items] | ||
(Gain) Loss Recognized in Income | $ 62,905 | $ 52,664 |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of asset derivatives) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||
Total financial assets | $ 5,279 | $ 68,342 |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | ||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Assets | 9,135 | 69,735 |
Gross Amounts Offset | (3,856) | (1,393) |
Total financial assets | 5,279 | 68,342 |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | Derivative Assets [Member] | ||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Assets | 9,135 | 69,735 |
Gross Amounts Offset | (3,856) | (1,393) |
Total financial assets | $ 5,279 | $ 68,342 |
DERIVATIVE FINANCIAL INSTRUME_7
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of liability derivatives) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||
Total financial liabilities | $ 1,372 | |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | ||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Liabilities | 5,228 | $ 1,393 |
Gross Amounts Offset | (3,856) | (1,393) |
Total financial liabilities | 1,372 | |
Commodity contracts [Member] | Other Current Liabilities [Member] | Not Designated as ASC 815 Hedges [Member] | ||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Liabilities | 5,228 | 1,393 |
Gross Amounts Offset | (3,856) | $ (1,393) |
Total financial liabilities | $ 1,372 |
FAIR VALUE MEASUREMENTS (Summar
FAIR VALUE MEASUREMENTS (Summary of the Fair values and carrying value of debt instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | Sep. 30, 2013 |
Fair Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 2,824,355 | $ 2,601,722 | |||
Carrying Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 2,799,402 | 2,792,321 | |||
5.0% Senior Notes due 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate (as a percent) | 5.00% | 5.00% | |||
1.25% Convertible Senior Notes due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 1,000,000 | ||||
Interest Rate (as a percent) | 1.25% | 1.25% | |||
1.25% Convertible Senior Notes due 2020 [Member] | Fair Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 543,397 | 531,161 | |||
1.25% Convertible Senior Notes due 2020 [Member] | Carrying Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 536,433 | 530,231 | |||
5.75% Senior Notes due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate (as a percent) | 5.75% | ||||
5.75% Senior Notes due 2021 [Member] | Fair Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 885,621 | 829,929 | |||
5.75% Senior Notes due 2021 [Member] | Carrying Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 870,871 | 870,545 | |||
6.25% Senior Notes due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate (as a percent) | 6.25% | 6.25% | |||
6.25% Senior Notes due 2023 [Member] | Fair Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 410,337 | 375,632 | |||
6.25% Senior Notes due 2023 [Member] | Carrying Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 404,847 | 404,659 | |||
6.625% Senior Notes due 2026 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate (as a percent) | 6.625% | 6.625% | |||
6.625% Senior Notes due 2026 [Member] | Fair Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 985,000 | 865,000 | |||
6.625% Senior Notes due 2026 [Member] | Carrying Value [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 987,251 | $ 986,886 |
FAIR VALUE MEASUREMENTS (Fair v
FAIR VALUE MEASUREMENTS (Fair value assets and liabilities measured on a recurring basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Financial Assets | ||
Total financial assets | $ 5,279 | $ 68,342 |
Financial Liabilities | ||
Total financial liabilities | 1,372 | |
Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 5,279 | 68,342 |
Financial Liabilities | ||
Financial liabilities - current | 1,372 | |
Level 2 [Member] | ||
Financial Assets | ||
Total financial assets | 5,279 | 68,342 |
Financial Liabilities | ||
Total financial liabilities | 1,372 | |
Level 2 [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 5,279 | $ 68,342 |
Financial Liabilities | ||
Financial liabilities - current | $ 1,372 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | Feb. 01, 2018 | Mar. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment to settle future minimum volume commitments | $ 61,036 | |
Crude Oil Sales And Delivery Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment to settle future minimum volume commitments | $ 61,000 |
FAIR VALUE MEASUREMENTS (Reconc
FAIR VALUE MEASUREMENTS (Reconciliation-Level 3) (Details) - Level 3 [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | |
Fair value derivative, beginning of period | $ (63,278) |
Unrealized gains (losses) on commodity derivative contracts included in earnings | 2,242 |
Settlement of commodity derivative contracts | $ 61,036 |
FAIR VALUE MEASUREMENTS (Non-fi
FAIR VALUE MEASUREMENTS (Non-financial assets and liabilities measured at fair value on a nonrecurring basis) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-recurring assets at fair value, impairment loss (before tax) | $ 0 | $ 0 |
REVENUE RECOGNITION (Revenue Re
REVENUE RECOGNITION (Revenue Reclassification) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Sales | $ 389,489 | $ 515,083 |
Oil sales [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Sales | 359,454 | 453,650 |
NGL and natural gas sales [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Sales | $ 30,035 | $ 61,433 |
REVENUE RECOGNITION (Narrative)
REVENUE RECOGNITION (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition [Line Items] | ||
Receivable balance | $ 178 | $ 165 |
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false] | true | |
Minimum [Member] | ||
Revenue Recognition [Line Items] | ||
Payment received for product sales, period | 1 month | |
Maximum [Member] | ||
Revenue Recognition [Line Items] | ||
Payment received for product sales, period | 3 months |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Millions | May 01, 2019shares | Mar. 31, 2019USD ($)item$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2013shares |
Share-based compensation disclosures [Line Items] | |||||
Number of shares authorized upon shareholder's approval | 1,325,000 | ||||
Number of additional shares authorized | 3,000,000 | 1,375,000 | |||
Number of shares available for grant | 505,495 | ||||
Granted (in dollars per share) | $ / shares | $ 27.91 | ||||
Stock compensation expense | $ | $ 6 | $ 7 | |||
Stock Option [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 225,000 | ||||
Maximum number of Shares per non-employee | 25,000 | ||||
Stock Appreciation Rights (SARs) [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 225,000 | ||||
Maximum number of Shares per non-employee | 25,000 | ||||
Service-based [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Granted (in shares) | 326,737 | 215,898 | |||
Granted (in dollars per share) | $ / shares | $ 29.80 | $ 30.03 | |||
Service-based [Member] | Executive Officer And Employees [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Vesting (service) period | 3 years | ||||
RSA [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 150,000 | ||||
Maximum number of Shares per non-employee | 25,000 | ||||
RSA [Member] | Directors [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Vesting (service) period | 1 year | ||||
RSU [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 150,000 | ||||
Maximum number of Shares per non-employee | 25,000 | ||||
Granted (in shares) | 308,432 | ||||
Market-based [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Granted (in shares) | 317,512 | 215,898 | |||
Granted (in dollars per share) | $ / shares | $ 25.97 | $ 27.28 | |||
Target share granted percent, will be share-settled | 100.00% | ||||
Market-based [Member] | Minimum [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Possible multiplier of shares earned | item | 0 | ||||
Market-based [Member] | Maximum [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Possible multiplier of shares earned | item | 2 | ||||
PSA [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 150,000 | ||||
Vesting (service) period | 3 years | ||||
PSU [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 150,000 | ||||
Vesting (service) period | 3 years |
STOCK-BASED COMPENSATION (Assum
STOCK-BASED COMPENSATION (Assumptions) (Details) - Market-based [Member] - item | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of simulations | 2,500,000 | 2,500,000 |
Expected volatility (as a percent) | 72.95% | 72.80% |
Risk-free interest rate (as a percent) | 2.60% | 2.12% |
Dividend yield (as a percent) | 0.00% | 0.00% |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of nonvested awards) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at the beginning of the period (in dollars per share) | $ 34.94 | |
Granted (in dollars per share) | 27.91 | |
Vested (in dollars per share) | 31.82 | |
Forfeited (in dollars per share) | 27.89 | |
Balance at the end of the period (in dollars per share) | $ 32.87 | |
Service-based [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at the beginning of the period (in shares) | 554,527 | |
Granted (in shares) | 326,737 | 215,898 |
Vested (in shares) | (316,860) | |
Forfeited (in shares) | (3,069) | |
Balance at the end of the period (in shares) | 561,335 | |
Granted (in dollars per share) | $ 29.80 | $ 30.03 |
Market-based [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at the beginning of the period (in shares) | 503,696 | |
Granted (in shares) | 317,512 | 215,898 |
Vested (in shares) | (98,581) | |
Forfeited (in shares) | (111,199) | |
Balance at the end of the period (in shares) | 611,428 | |
Granted (in dollars per share) | $ 25.97 | $ 27.28 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
INCOME TAXES [Abstract] | |||
U.S. statutory income tax rate (as a percent) | 21.00% | 21.00% | |
Income tax expense | $ (24,855) | $ 0 | |
Valuation allowance | $ 152,000 |
EARNINGS PER SHARE (Reconciliat
EARNINGS PER SHARE (Reconciliation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic Earnings (Loss) Per Share | ||
Net income (loss) attributable to common shareholders, basic | $ (68,925) | $ 15,012 |
Weighted average shares outstanding, basic | 91,235 | 90,892 |
Earnings (loss) per common share, basic (in dollars per share) | $ (0.76) | $ 0.17 |
Diluted Earnings (Loss) Per Share | ||
Service-based awards, market-based awards and stock options | 418 | |
Weighted average shares outstanding, diluted | 91,235 | 91,310 |
Earnings (loss) per common share, diluted (in dollars per share) | $ (0.76) | $ 0.16 |
EARNINGS PER SHARE (Narrative)
EARNINGS PER SHARE (Narrative) (Details) security in Millions | 3 Months Ended | |
Mar. 31, 2019securityshares | Mar. 31, 2018shares | |
Stock Option [Member] | ||
Shares excluded from Earnings Per Share calculation [Line Items] | ||
Stock options excluded from earnings per share calculation (in shares) | 49,125 | 116,552 |
Service-based [Member] | ||
Shares excluded from Earnings Per Share calculation [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 254,985 | |
Market-based [Member] | ||
Shares excluded from Earnings Per Share calculation [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 235,174 | |
Market-based awards excluded from earnings per share calculation (in shares) | 246,613 | |
1.25% Convertible Senior Notes due 2020 [Member] | ||
Shares excluded from Earnings Per Share calculation [Line Items] | ||
Debt instrument, convertible, number of common stock | security | 3.6 |