Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | May. 04, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | This Form 10-Q/A (Amendment No. 1) amends our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 as filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2015 and is being filed to amend and restate our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and to amend related disclosures. In connection with the preparation of our Quarterly Report on Form 10-Q for the period ended September 30, 2015, we determined that we had been incorrectly presenting Net cash provided by operating activities and Net cash used in investing activities on the Condensed Consolidated Statements of Cash Flows by not properly adjusting amounts for non-cash activities related to investing activities. This resulted in Net cash provided by operating activities being understated and Net cash used in investing activities being understated for the three month period ended March 31, 2015. On November 4, 2015, the Audit Committee of our Board of Directors and management determined the incorrect presentation was material and, as a result, are filing this Form 10-Q/A. We determined that the impact of the incorrect presentation was not material to periods prior to 2015. Our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 has been restated, resulting in an increase of approximately $52.2 million in Net cash provided by operating activities and a corresponding increase in Net cash used in investing activities. In addition, adjustments were made to corresponding line items totaling $52.2 million for the entities presented in the Condensed Consolidating Statements of Cash Flows contained within the Supplemental Guarantor Information included in the notes to our condensed consolidated financial statements. These adjustments did not have any effect on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit), Condensed Consolidating Balance Sheets or the Condensed Consolidating Statements of Operations, as of and for the three months ended March 31, 2015. The adjustments had no effect on our cash balances or liquidity. Corresponding amounts derived from the restated Condensed Consolidating Statements of Cash Flows included within Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations have been revised to the restated amounts where applicable. Part I, Item 4, Controls and Procedures, has been modified as a result of the restatements and related material weakness in internal controls over financial controls described therein. New certifications of our principal executive office and principal financial officer are also filed as exhibits to this Form 10-Q/A. In summary, this Form 10-Q/A contains modified or updated disclosures from the original Form 10-Q related only to (i) our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and the Condensed Consolidating Statements of Cash Flows for such period included in the notes to our condensed consolidated financial statements, (ii) corresponding changes to items derived from such statements in Part I, Item 2, Management’s Discussions and Analysis of Financial Condition and Results of Operations and (ii) revised disclosures contained in Part 1, Item 4, Controls and Procedures. Information relating to events occurring after May 7, 2015 is not contained in this report and this information is included in our subsequent filings, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Facts, events and forward looking statements have not been revised from the disclosures in the originally filed Form 10-Q, except as discussed above and presented in Part I, Item 1, Financial Statements – Note 1 – Basis of Presentation – Restatement of Previously Filed Interim Financial Statements. | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | WTI | |
Entity Registrant Name | W&T OFFSHORE INC | |
Entity Central Index Key | 1,288,403 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 75,936,731 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 8,367 | $ 23,666 |
Receivables: | ||
Oil and natural gas sales | 46,121 | 67,242 |
Joint interest and other | 29,300 | 43,645 |
Total receivables | 75,421 | 110,887 |
Deferred income taxes | 3,196 | 11,662 |
Prepaid expenses and other assets | 18,842 | 36,347 |
Total current assets | 105,826 | 182,562 |
Property and equipment - at cost: | ||
Oil and natural gas properties and equipment (full cost method, of which $110,704 at March 31, 2015 and $109,824 at December 31, 2014 were excluded from amortization) | 8,133,244 | 8,045,666 |
Furniture, fixtures and other | 23,495 | 23,269 |
Total property and equipment | 8,156,739 | 8,068,935 |
Less accumulated depreciation, depletion and amortization | 5,955,539 | 5,575,078 |
Net property and equipment | 2,201,200 | 2,493,857 |
Restricted deposits for asset retirement obligations | 15,501 | 15,444 |
Other assets | 16,534 | 17,244 |
Total assets | 2,339,061 | 2,709,107 |
Current liabilities: | ||
Accounts payable | 128,277 | 194,109 |
Undistributed oil and natural gas proceeds | 29,171 | 37,009 |
Asset retirement obligations | 16,500 | 36,003 |
Accrued liabilities | 28,220 | 17,377 |
Total current liabilities | 202,168 | 284,498 |
Long-term debt, less current maturities | 1,426,437 | 1,360,057 |
Asset retirement obligations, less current portion | 364,723 | 354,565 |
Deferred income taxes | 74,875 | 186,988 |
Other liabilities | $ 13,900 | $ 13,691 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; 0 issued at March 31, 2015 and December 31, 2014 | ||
Common stock, $0.00001 par value; 118,330,000 shares authorized; 78,805,904 issued and 75,936,731 outstanding at March 31, 2015; 78,768,588 issued and 75,899,415 outstanding at December 31, 2014 | $ 1 | $ 1 |
Additional paid-in capital | 417,325 | 414,580 |
Retained earnings (accumulated deficit) | (136,201) | 118,894 |
Treasury stock, at cost | (24,167) | (24,167) |
Total shareholders’ equity | 256,958 | 509,308 |
Total liabilities and shareholders’ equity | $ 2,339,061 | $ 2,709,107 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Oil and natural gas properties and equipment - full cost method, amount excluded from amortization | $ 110,704 | $ 109,824 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 118,330,000 | 118,330,000 |
Common stock, issued | 78,805,904 | 78,768,588 |
Common stock, outstanding | 75,936,731 | 75,899,415 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 127,907 | $ 254,516 |
Operating costs and expenses: | ||
Lease operating expenses | 53,331 | 55,617 |
Production taxes | 637 | 1,992 |
Gathering and transportation | 4,824 | 5,296 |
Depreciation, depletion, amortization and accretion | 125,467 | 123,306 |
Ceiling test write-down of oil and natural gas properties | 260,390 | 0 |
General and administrative expenses | 20,766 | 23,588 |
Derivative loss | 0 | 7,492 |
Total costs and expenses | 465,415 | 217,291 |
Operating income (loss) | (337,508) | 37,225 |
Interest expense: | ||
Incurred | 22,944 | 21,460 |
Capitalized | (1,783) | (2,072) |
Income (loss) before income tax expense (benefit) | (358,669) | 17,837 |
Income tax expense (benefit) | (103,574) | 6,648 |
Net income (loss) | $ (255,095) | $ 11,189 |
Basic and diluted earnings (loss) per common share | $ (3.36) | $ 0.15 |
Dividends declared per common share | $ 0 | $ 0.10 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes In Shareholders' Equity - 3 months ended Mar. 31, 2015 - USD ($) $ in Thousands | Total | Common Stock Outstanding | Additional Paid-In Capital | Retained Earnings (Deficit) | Treasury Stock |
Beginning Balances at Dec. 31, 2014 | $ 509,308 | $ 1 | $ 414,580 | $ 118,894 | $ (24,167) |
Beginning Balances (in shares) at Dec. 31, 2014 | 75,899,415 | 75,899,000 | 2,869,000 | ||
Share-based compensation | $ 2,816 | 2,816 | |||
Other | (71) | (71) | |||
Other, shares | 38,000 | ||||
Net loss | (255,095) | (255,095) | |||
Ending Balances at Mar. 31, 2015 | $ 256,958 | $ 1 | $ 417,325 | $ (136,201) | $ (24,167) |
Ending Balances (in shares) at Mar. 31, 2015 | 75,936,731 | 75,937,000 | 2,869,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities: | ||
Net income (loss) | $ (255,095) | $ 11,189 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion, amortization and accretion | 125,467 | 123,306 |
Ceiling test write-down of oil and natural gas properties | 260,390 | 0 |
Amortization of debt issuance costs and premium | 156 | 187 |
Share-based compensation | 2,816 | 3,758 |
Derivative loss | 0 | 7,492 |
Cash payments on derivative settlements | (4,670) | |
Deferred income taxes | (103,574) | 6,645 |
Changes in operating assets and liabilities: | ||
Oil and natural gas receivables | 21,121 | 2,815 |
Joint interest and other receivables | 14,533 | 2,286 |
Income taxes | (325) | (35) |
Prepaid expenses and other assets | 17,246 | 2,709 |
Asset retirement obligation settlements | (19,554) | (16,342) |
Accounts payable, accrued liabilities and other | (10,263) | (3,285) |
Net cash provided by operating activities | 52,918 | 136,055 |
Investing activities: | ||
Investment in oil and natural gas properties and equipment | (82,765) | (95,067) |
Changes in operating assets and liabilities associated with investing activities | (52,176) | (17,565) |
Purchases of furniture, fixtures and other | (226) | (260) |
Net cash used in investing activities | (135,167) | (112,892) |
Financing activities: | ||
Borrowings of long-term debt - revolving bank credit facility | 82,000 | 92,000 |
Repayments of long-term debt - revolving bank credit facility | (15,000) | (103,000) |
Dividends to shareholders | (7,563) | |
Other | (50) | (65) |
Net cash provided by (used in) financing activities | 66,950 | (18,628) |
Increase (decrease) in cash and cash equivalents | (15,299) | 4,535 |
Cash and cash equivalents, beginning of period | 23,666 | 15,800 |
Cash and cash equivalents, end of period | $ 8,367 | $ 20,335 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Operations. W&T Offshore, Inc. and subsidiaries, referred to herein as “W&T,” “we,” “us,” “our,” or the “Company,” is an independent oil and natural gas producer focused primarily in the Gulf of Mexico and onshore Texas. The Company is active in the exploration, development and acquisition of oil and natural gas properties. Our interest in fields, leases, structures and equipment are primarily owned by W&T Offshore, Inc. (on a stand-alone basis, the “Parent Company”) and our 100%-owned subsidiary, W & T Energy VI, LLC (“Energy VI”). Interim Financial Statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim periods and the appropriate rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the condensed consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements for annual periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Restatement of Previously Filed Interim Financial Statements. The Condensed Consolidated Statements of Cash Flows in the accompanying unaudited condensed consolidated financial statements and the Condensed Consolidating Statements of Cash Flows contained within Note 13 – Supplement Guarantor Information have been restated. In connection with the preparation of the financial statements for our Quarterly Report on Form 10-Q for the period ended September 30, 2015, we determined that we incorrectly presented Net cash provided by operating activities and Net cash used in investing activities on the Condensed Consolidated Statements of Cash Flows by not properly adjusting amounts for non-cash activities related to investing activities. This resulted in Net cash provided by operating activities being understated and Net cash used in investing activities being understated for the three month period ended March 31, 2015 and the six month period ended June 30, 2015. In addition, the Condensed Consolidating Statements of Cash Flows contained within Note 13 – Supplement Guarantor Information had the same items understated for the same periods. As a result, we are also filing contemporaneously a Form 10-Q/A amending our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. The restatements did not have any effect on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit), or the Condensed Consolidating Balance Sheets and Condensed Consolidating Statements of Operations contained within the Supplemental Guarantor Information included herein. The adjustments had no effect on our cash balances or liquidity. The following table reflects the affected line items of the Condensed Consolidated Statements of Cash Flows and the adjustments to restated amounts. Net cash provided by financing activities; decrease in cash and cash equivalents; and cash and cash equivalents Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidated Cash Flows (W&T including subsidiaries) Accounts payable, accrued liabilities and other (62,439 ) 52,176 (10,263 ) Net cash provided by operating activities 742 52,176 52,918 Changes in operating assets and liabilities associated with investing activities — (52,176 ) (52,176 ) Net cash used in investing activities (82,991 ) (52,176 ) (135,167 ) Net cash provided by financing activities 66,950 — 66,950 Decrease in cash and cash equivalents (15,299 ) — (15,299 ) Cash and cash equivalents, end of period 8,367 — 8,367 The following tables reflect the affected line items of the Condensed Consolidating Statements of Cash Flows contained within Note 13 – Supplemental Guarantor Information, Net cash provided by financing activities, decrease in cash and cash equivalents, and cash and cash equivalents Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidating Cash Flows (Parent Company) Prepaid expenses and other assets 7,924 (29,614 ) (21,690 ) Accounts payable, accrued liabilities and other (92,436 ) 52,176 (40,260 ) Net cash used in operating activities (63,476 ) 22,562 (40,914 ) Changes in operating assets and liabilities associated with investing activities - (22,562 ) (22,562 ) Net cash used in investing activities (18,773 ) (22,562 ) (41,335 ) Net cash provided by financing activities 66,950 — 66,950 Decrease in cash and cash equivalents (15,299 ) — (15,299 ) Cash and cash equivalents, end of period 8,367 - 8,367 Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidating Cash Flows (Energy VI) Prepaid expenses and other assets 38,985 29,614 68,599 Net cash used in operating activities 64,218 29,614 93,832 Changes in operating assets and liabilities associated with investing activities — (29,614 ) (29,614 ) Net cash used in investing activities (64,015 ) (29,614 ) (93,629 ) Net cash provided by financing activities (203 ) — (203 ) Decrease in cash and cash equivalents - — - Cash and cash equivalents, end of period - — - Immaterial Error Corrections. We made adjustments to the prior period’s financial statements to correct immaterial errors in the Condensed Consolidated Statements of Cash Flows. In the Condensed Consolidated Statements of Cash Flows, Net cash provided by operating activities was increased by $17.6 million and Net cash used in investing activities was increased by $17.6 million to account for the non-cash activities related to investing activities. Transactions between Entities under Common Control. The prior period financial information for the three months ended March 31, 2014 presented in Note 13, Supplemental Guarantor Information , has been retrospectively adjusted due to transactions between entities under common control, as required under authoritative guidance. Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Ceiling Test Write-Down. Under the full cost method of accounting, we are required to periodically perform a “ceiling test,” which determines a limit on the book value of our oil and natural gas properties. If the net capitalized cost of oil and natural gas properties (including capitalized ARO) net of related deferred income taxes, exceeds the ceiling test limit, the excess is charged to expense on a pre-tax basis and separately disclosed. Any such write downs are not recoverable or reversible in future periods. The ceiling test limit is calculated as: (i) the present value of estimated future net revenues from proved reserves, less estimated future development costs, discounted at 10%; (ii) plus the cost of unproved oil and natural gas properties not being amortized; (iii) plus the lower of cost or estimated fair value of unproved oil and natural gas properties included in the amortization base; and (iv) less related income tax effects. Estimated future net revenues used in the ceiling test for each period are based on current prices, defined by the SEC as the unweighted average of first-day-of-the-month commodity prices over the prior twelve months for that period. All prices are adjusted by field for quality, transportation fees, energy content and regional price differentials. Due to declines in the unweighted rolling average of first-day-of-the-month commodity prices in oil and natural gas prices, for the three months ended March 31, 2015, we recorded a ceiling test write-down which is reported as a separate line in the Condensed Consolidated Statements of Operations. We did not have a ceiling test write-down for the three months ended March 31, 2014. Assuming oil and natural gas prices that we realized during the three months ended March 31, 2015 continue, we will likely have additional ceiling test write-downs during 2015. The magnitude of these write-downs cannot be estimated at this time. Recent Events. The price we receive for our oil, natural gas liquids (“NGLs”) and natural gas production directly affects our revenues, profitability, cash flows, liquidity, access to capital and future rate of growth. The prices of these commodities began falling beginning in the second half of 2014 and were significantly lower in the three months ended March 31, 2015 compared to the last few years. We have taken several steps to mitigate the effects of these lower prices including: (i) significantly reducing the 2015 capital budget from the previous year; (ii) suspending our drilling and completion activities at several locations; (iii) suspending the regular quarterly common stock dividend and (iv) implementing numerous cost reduction projects to reduce our operating costs. In April 2015, we entered into the First Amendment to the Fifth Amended and Restated Credit Agreement (the “Amendment”), which (i) set the borrowing base under our revolving credit facility at $600.0 million, (ii) provided that the borrowing base be reduced by $0.33 for every $1.00 of unsecured indebtedness, or debt which is subordinate in security compared to the lien securing borrowings under our revolving credit facility, in excess of the $900.0 million aggregate principal amount of existing notes, until such time as the borrowing base has been redetermined by the lenders, and (iii) amended certain existing covenants. See Note 12 for additional information regarding the Amendment. In May 2015, we announced the pricing and marketing of a $300.0 million five-year second-lien term loan. The transaction did not close prior to the filing of this Form 10-Q and there is no assurance the term loan will be finalized and made. See Note 12 for additional information. We have assessed our financial condition, the current capital markets and options given different scenarios of commodity prices and believe we will have adequate liquidity to fund our operations through March 31, 2016; however, we cannot predict how an extended period of low commodity prices will affect our operations and liquidity levels. Recent Accounting Developments. In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs . The guidance seeks to simplify the presentation of debt issuance costs. The amendment would require debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendment. ASU 2015-03 is effective in 2016 and should be applied on a retrospective basis. Early adoption is permitted. We do not expect the revised guidance to materially affect our balance sheet as amounts will be reclassified from long-term assets to partial offsets to long-term debt. The revised guidance will not affect the statements of operations or the statements of cash flows. In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40). In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Summary and Amendments that Create Revenue from Contracts and Customers (Topic 606). |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | 2. Acquisitions and Divestitures 2014 Acquisitions Fairway On September 15, 2014, the Parent Company entered into an asset purchase agreement with a third party to increase its ownership interest from 64.3% to 100% in the Mobile Bay blocks 113 and 132 (the “Fairway Field”) and the associated Yellowhammer gas processing plant (collectively, “Fairway”). The Fairway Field is located in the state waters of Alabama and the Yellowhammer gas processing plant is located in the state of Alabama. The effective date of the transaction was July 1, 2014. The transaction included customary adjustments for the effective date, certain closing adjustments and our assumption of the related asset retirement obligations (“ARO”). A net purchase price increase of $1.3 million for customary final closing adjustments was recorded in 2015. The acquisition was funded from borrowings under our revolving bank credit facility and cash on hand. The following table presents the purchase price allocation, including adjustments, for the increased ownership interest in Fairway (in thousands): Cash consideration: Evaluated properties including equipment $ 18,693 Non-cash consideration: Asset retirement obligations - non-current 6,124 Total consideration $ 24,817 The acquisition was recorded at fair value, which was determined by applying the market and income approaches using Level 3 inputs. The Level 3 inputs were: (i) analysis of comparable transactions obtained from various third-parties, (ii) estimates of ultimate recoveries of reserves and (iii) estimates of discounted cash flows based on estimated reserve quantities, reserve categories, timing of production, costs to produce and develop reserves, future prices, ARO and discount rates. The estimates and assumptions were determined by management and third-parties. The fair value is based on subjective estimates and assumptions, which are inherently imprecise, and the actual realized values could vary significantly from these estimates. No goodwill was recorded in connection with this acquisition of an additional working interest in Fairway. Woodside Properties On May 20, 2014, Energy VI entered into a purchase and sale agreement to acquire certain oil and natural gas property interests from Woodside Energy (USA) Inc. (“Woodside”). The properties acquired from Woodside (the “Woodside Properties”) consisted of a 20% non-operated working interest in the producing Neptune field (deepwater Atwater Valley blocks 574, 575 and 618), along with an interest in the Neptune tension-leg platform, associated production facilities and various interests in 24 other deepwater lease blocks. All of the Woodside Properties are located in the Gulf of Mexico. The effective date of the transaction was November 1, 2013. The transaction included customary adjustments for the effective date, certain closing adjustments and our assumption of the related ARO. The acquisition was funded from borrowings under our revolving bank credit facility and cash on hand. The following table presents the purchase price allocation, including adjustments, for the acquisition of the Woodside Properties (in thousands): Cash consideration: Evaluated properties including equipment $ 52,102 Unevaluated properties 2,660 Sub-total cash consideration 54,762 Non-cash consideration: Asset retirement obligations - current 782 Asset retirement obligations - non-current 10,543 Sub-total non-cash consideration 11,325 Total consideration $ 66,087 The acquisition was recorded at fair value, which was determined by applying the market and income approaches using Level 3 inputs. The Level 3 inputs were: (i) analysis of comparable transactions obtained from various third-parties, (ii) estimates of ultimate recoveries of reserves and (iii) estimates of discounted cash flows based on estimated reserve quantities, reserve categories, timing of production, costs to produce and develop reserves, future prices, ARO and discount rates. The estimates and assumptions were determined by management and third-parties. The fair value is based on subjective estimates and assumptions, which are inherently imprecise, and the actual realized values could vary significantly from these estimates. No goodwill was recorded in connection with the Woodside Properties acquisition. 2014 Acquisitions — Revenues, Net Income and Pro Forma Financial Information The increase in working interest ownership for Fairway was not included in our consolidated results until the property transfer date, which occurred in September 2014 and the incremental revenue and operating expenses were immaterial for the three month period ended March 31, 2015. Unaudited pro forma information is not presented as the pro forma information is not materially different from the reported results presented for the three months ended March 31, 2014. The Woodside Properties were not included in our consolidated results until the property transfer date, which occurred in May 2014. For the three months ended March 31, 2015, the Woodside Properties accounted for $5.5 million of revenues, $3.2 million of direct operating expenses, $4.1 million of depreciation, depletion, amortization and accretion (“DD&A”) and $0.6 million of income tax benefit, resulting in $1.2 million of net loss. The net loss attributable to the Woodside Properties does not reflect certain expenses, such as general and administrative expenses (“G&A”) and interest expense; therefore, this information is not intended to report results as if these operations were managed on a stand-alone basis. In addition, the Woodside Properties are not recorded in a separate entity for tax purposes; therefore, income tax was estimated using the federal statutory tax rate. In accordance with the applicable accounting guidance, the unaudited pro forma financial information was computed as if the acquisition of the Woodside Properties had been completed on January 1, 2013. The financial information was derived from W&T’s audited historical consolidated financial statements for annual periods, W&T’s unaudited historical condensed consolidated financial statements for interim periods, and the Woodside Properties’ unaudited historical financial statements for the annual and interim periods. The pro forma adjustments were based on estimates by management and information believed to be directly related to the purchase of the Woodside Properties. The pro forma financial information is not necessarily indicative of the results of operations had the purchase occurred on January 1, 2013. Had we owned the Woodside Properties during the periods indicated, the results may have been substantially different. For example, we may have operated the assets differently than Woodside; the realized sales prices for oil, NGLs and natural gas may have been different; and the costs of operating the Woodside Properties may have been different. The following table presents a summary of our pro forma financial information (in thousands, except earnings per share): (unaudited) Three Months Ended March 31, 2014 Revenue $ 268,375 Net income 14,976 Basic and diluted earnings per common share 0.20 For the pro forma financial information, certain information was derived from our financial records, Woodside’s financial records and certain information was estimated. The following table presents incremental items included in the pro forma information reported above for the Woodside Properties (in thousands): (unaudited) Three Months Ended March 31, 2014 Revenues (a) $ 13,859 Direct operating expenses (a) 2,612 DD&A (b) 4,989 G&A (c) 200 Interest expense (d) 246 Capitalized interest (e) (14 ) Income tax expense (f) 2,039 The sources of information and significant assumptions are described below: (a) Revenues and direct operating expenses for the Woodside Properties were derived from the historical financial records of Woodside. (b) DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Woodside Properties’ costs, reserves and production into our full cost pool in order to compute such amounts. The purchase price allocated to unevaluated properties for oil and natural gas interests was excluded from the DD&A expense estimation. ARO was estimated by W&T management. (c) Estimated insurance costs related to the Woodside Properties. (d) The acquisition was assumed to be funded entirely with borrowed funds. Interest expense was computed using assumed borrowings of $54.8 million, which equates to the cash component of the acquisition purchase price, and an interest rate of 1.8%, which equates to the rates applied to incremental borrowings on the revolving bank credit facility. (e) The change to capitalized interest was computed for the addition to the pool of unevaluated properties and the capitalization interest rate was adjusted for the assumed borrowings. The negative amount represents a decrease to net expenses. (f) Income tax expense was computed using the 35% federal statutory rate. The pro forma adjustments do not include adjustments related to any other acquisitions or divestitures. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 3. Asset Retirement Obligations Our ARO primarily represents the estimated present value of the amount we will incur to plug, abandon and remediate our producing properties at the end of their productive lives in accordance with applicable laws. A summary of the changes to our ARO is as follows (in thousands): Balance, December 31, 2014 $ 390,568 Liabilities settled (19,554 ) Accretion of discount 5,390 Liabilities incurred 1,536 Revisions of estimated liabilities (1) 3,283 Balance, March 31, 2015 381,223 Less current portion 16,500 Long-term $ 364,723 (1) Revisions were primarily attributable to increases from non-operated properties. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 4. Derivative Financial Instruments Our market risk exposure relates primarily to commodity prices and interest rates. As of March 31, 2015 and December 31, 2014, we did not have any open derivative contracts. During 2014, we used crude oil swap contracts and have used various derivative instruments in recent years to manage our exposure to commodity price risk from sales of our oil and natural gas. While these contracts were intended to reduce the effects of price volatility, they may have limited income from favorable price movements. We have elected not to designate our commodity derivative contracts as hedging instruments; therefore, all changes in the fair value of derivative contracts were recognized currently in earnings during the three months ended March 31, 2014. The cash flows of all of our commodity derivative contracts are included in Net cash provided by operating activities Changes in the fair value of our oil derivative contracts were as follows (in thousands): Three Months Ended March 31, 2015 2014 Derivative loss $ — $ 7,492 Cash payments on derivative settlements, net, are included within Net cash provided by operating activities Three Months Ended March 31, 2015 2014 Cash payments on derivative settlements, net $ — $ 4,670 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 5. Long-Term Debt Our long-term debt was as follows (in thousands): March 31, December 31, 2015 2014 8.50% Senior Notes $ 900,000 $ 900,000 Debt premiums, net of amortization 12,437 13,057 Revolving bank credit facility 514,000 447,000 Total long-term debt 1,426,437 1,360,057 Current maturities of long-term debt — — Long term debt, less current maturities $ 1,426,437 $ 1,360,057 At March 31, 2015 and December 31, 2014, the balance outstanding of our senior notes, which bear an annual interest rate of 8.50% and mature on June 15, 2019 (the “8.50% Senior Notes”), was classified as long-term at their carrying value. Interest on the 8.50% Senior Notes is payable semi-annually in arrears on June 15 and December 15. The estimated annual effective interest rate on the 8.50% Senior Notes is 8.4%, which includes amortization of debt issuance costs and premiums. We are subject to various financial and other covenants under the indenture governing the 8.50% Senior Notes and we were in compliance with those covenants as of March 31, 2015. As of March 31, 2015, the Fifth Amended and Restated Credit Agreement (the “Original Credit Agreement”) governed our revolving bank credit facility and matures on November 8, 2018. Borrowings under our revolving bank credit facility are secured by our oil and natural gas properties. Availability under such facility is subject to a semi-annual redetermination of our borrowing base that occurs in the spring and fall of each year and is calculated by our lenders based on their evaluation of our proved reserves and their own internal criteria. At both March 31, 2015 and December 31, 2014, we had $0.6 million of letters of credit outstanding under the revolving bank credit facility. The estimated annual effective interest rate was 3.2% for the three months ended March 31, 2015 for borrowings under the revolving bank credit facility. The estimated annual effective interest rate includes amortization of debt issuance costs and excludes commitment fees and other costs. As of March 31, 2015, our borrowing base was $750.0 million and our borrowing availability was $235.4 million. In April 2015, we entered into the Amendment to the Original Credit Agreement (collectively, the “Credit Agreement”). The maturity date of the Original Credit Agreement was not changed by the Amendment and remains at November 8, 2018. The Amendment lowered the borrowing base to $600.0 million, revised the financial covenant tests and obligated us to certain additional restrictions and conditions. In addition, the Amendment modified certain financial ratio covenants retroactively to the reporting period for March 31, 2015. See Note 12 for information on the Amendment, the Credit Agreement and a pending term loan transaction. Under the Credit Agreement, we are subject to various financial covenants calculated as of the last day of each fiscal quarter, including a minimum current ratio, a maximum leverage ratio, a maximum first lien leverage ratio, a maximum secured debt leverage ratio and a minimum interest coverage ratio. We were in compliance with all applicable covenants of the Credit Agreement as of March 31, 2015. For information about fair value measurements for our 8.50% Senior Notes and revolving bank credit facility, refer to Note 6. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements We measure the fair value of our open derivative financial instruments by applying the income approach, using models with inputs that are classified within Level 2 of the valuation hierarchy. The inputs used for the fair value measurement of our derivative financial instruments are the exercise price, the expiration date, the settlement date, notional quantities, the implied volatility, the discount curve with spreads and published commodity futures prices. The fair value of our 8.50% Senior Notes is based on quoted prices, although the market is not an active market; therefore, the fair value is classified within Level 2. The carrying amount of debt under our revolving bank credit facility approximates fair value because the interest rates are variable and reflective of market rates. The following table presents the fair value of our 8.50% Senior Notes and revolving bank credit facility, both of which are reported as liabilities (in thousands): Hierarchy March 31, 2015 December 31, 2014 8.50% Senior Notes Level 2 $ 555,750 $ 594,000 Revolving bank credit facility Level 2 514,000 447,000 The 8.50% Senior Notes and revolving bank credit facility are reported in the balance sheet at their carrying value as described in Note 5. |
Share-Based Compensation and Ca
Share-Based Compensation and Cash-Based Incentive Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation and Cash-Based Incentive Compensation | 7. Share-Based Compensation and Cash-Based Incentive Compensation In 2010, the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan (the “Plan”) was approved by our shareholders, and amendments to the Plan were approved by our shareholders in May 2013. As allowed by the Plan, during 2014 and in 2013, the Company granted restricted stock units (“RSUs”) to certain of its employees. During the three months ended March 31, 2015, no RSUs were granted. RSUs are a long-term compensation component of the Plan, which are granted to only certain employees, and are subject to adjustments at the end of the applicable performance period based on the achievement of certain predetermined criteria. In addition to share-based compensation, the Company may grant to its employees cash-based incentive awards, which are a short-term component of the Plan and are based on the Company and the employee achieving certain pre-defined performance criteria. During 2014, RSUs granted were subject to adjustments based on achievement of a combination of performance criteria, which was comprised of: (i) net income before income tax expense, net interest expense, depreciation, depletion, amortization, accretion and certain other items (“Adjusted EBITDA”) for 2014 and (ii) Adjusted EBITDA as a percent of total revenue (“Adjusted EBITDA Margin”) for 2014. For 2014, the Company was above target for Adjusted EBITDA and was slightly below target for Adjusted EBITDA Margin. During 2013, RSUs granted were also subject to adjustments based on achievement of a combination of performance criteria, which was comprised of: (i) Adjusted EBITDA for 2013; (ii) Adjusted EBITDA Margin for 2013; and (iii) the Company’s total shareholder return (“TSR”) ranking against peer companies’ TSR for 2013, 2014 and January 1, 2015 to October 31, 2015. TSR is determined based upon the change in the entity’s stock price plus dividends for the applicable performance period. For 2013, the Company exceeded the target for Adjusted EBITDA and was approximately at target for 2013 Adjusted EBITDA Margin. For 2014 and 2013, the Company was below target for the TSR rankings for each period. All RSUs granted to date are subject to employment-based criteria and vesting occurs in December of the second year after the grant. For example, the RSUs granted during 2013 will vest in December 2015 to eligible employees assuming the requisite performance goals are also satisfied. The 2014 annual incentive award for the Chief Executive Officer (“CEO”) was settled in shares of common stock based on a pre-determined price of $14.66 per share, pursuant to the terms of his award. In March 2015, after reductions for employee payroll and withholding taxes, the net amount of the CEO’s 2014 award resulted in 37,316 shares of common stock issued to the CEO. The 2013 annual incentive award for the CEO was settled in shares of common stock based at the price of $14.84, which was the Company’s closing price the day prior to the settlement date. In March 2014, after reductions for employee payroll and withholding taxes, the net amount of the CEO’s 2013 award resulted in 42,547 Under the Director Compensation Plan, shares of restricted stock (“Restricted Shares”) have been granted to the Company’s non-employee directors. No grants to non-employee directors were made during the three months ended March 31, 2015 but grants were made during 2014 and 2013. The Restricted Shares are subject to service conditions and vesting occurs at the end of specified service periods. At March 31, 2015, there were 4,752,766 shares of common stock available for issuance in satisfaction of awards under the Plan and 500,564 shares of common stock available for issuance in satisfaction of awards under the Director Compensation Plan. The shares available for both plans are reduced when Restricted Shares or shares of common stock are granted. RSUs reduce the shares available in the Plan when the RSUs are settled in shares of common stock, net of withholding tax. Although the Company has the option to settle RSUs in stock or cash at vesting, only common stock has been used to settle vested RSUs to date. We recognize compensation cost for share-based payments to employees and non-employee directors over the period during which the recipient is required to provide service in exchange for the award, based on the fair value of the equity instrument on the date of grant. We are also required to estimate forfeitures, resulting in the recognition of compensation cost only for those awards that are expected to actually vest. Awards Based on Restricted Stock to Non-Employee Directors . As of March 31, 2015, all of the unvested shares of Restricted Shares outstanding were issued to the non-employee directors. Restricted Shares are subject to forfeiture until vested and cannot be sold, transferred or disposed of during the restricted period. The holders of Restricted Shares generally have the same rights as a shareholder of the Company with respect to such Restricted Shares, including the right to vote and receive dividends or other distributions paid with respect to the Restricted Shares. The fair value of Restricted Shares was estimated by using the Company’s closing price on the grant date. Subject to the satisfaction of service conditions, the outstanding Restricted Shares issued to the non-employee directors as of March 31, 2015 are expected to vest as follows: Restricted Shares 2015 21,520 2016 15,420 2017 6,270 Total 43,210 There were no grants, forfeitures or vesting of Restricted Shares during the first quarter of 2015 or the first quarter of 2014. Awards Based on Restricted Stock Units. As of March 31, 2015, the Company had outstanding RSUs issued to certain employees. As described above, the RSUs granted during 2014 and 2013 were 100% performance based and were subject to pre-defined performance measures. A portion of the RSUs granted during 2013 remains subject to the performance measure of TSR for the defined period in 2015; therefore, the number of RSUs may be adjusted upon determination of the performance. The RSUs subject to performance measurement which has not yet been determined are disclosed in the table below for RSUs potentially eligible to vest. The fair value for the RSUs granted during 2014 was determined using the Company’s closing price on the grant date as the performance measures were all Company-specific performance measures comprised of Adjusted EBITDA and Adjusted EBITDA Margin. The fair value for the 2013 RSUs was determined separately for the components related to the TSR targets and the Company specific performance measures (Adjusted EBITDA and Adjusted EBITDA Margin). The fair value for the 2013 RSUs component related to TSR targets was determined by using a Monte Carlo simulation probabilistic model. The inputs used in the probabilistic model for the Company and the peer companies were: average closing stock prices during January 2013; risk-free interest rates using the London Interbank Offered Rate (“LIBOR”) ranging from 0.27% to 0.91% over the service period; expected volatilities ranging from 30% to 63%; expected dividend yields ranging from 0.0% to 3.1%; and correlation factors ranging from a negative 84% to a positive 95%. The expected volatilities, expected dividends and correlation factors were developed using historical data. The fair value of all other 2013 RSUs components was determined using the Company’s closing price on the grant date. All RSUs awarded are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restricted period. Dividend equivalents are earned at the same rate as dividends paid on our common stock after achieving the specified performance requirement for that component of the RSUs. A summary of activity in 2015 related to RSUs is as follows: Restricted Stock Units Weighted Average Grant Date Fair Units Value Per Unit Nonvested, December 31, 2014 1,977,335 $ 15.29 Forfeited (49,541 ) 15.20 Nonvested, March 31, 2015 1,927,794 $ 15.29 All of the outstanding RSUs are subject to the satisfaction of service conditions and a portion of the outstanding RSUs are also subject to pre-defined performance measurements. The RSUs outstanding as of March 31, 2015 potentially eligible to vest are listed in the table below: Restricted Stock Units 2015 - subject to service requirements 739,620 2015 - subject to service and other requirements (1) 87,701 2016 - subject to service requirements 1,100,473 Total 1,927,794 (1) In addition to service requirements, these RSUs are also subject to TSR performance requirements not yet measureable, with awards ranging from 0% to 200% of amounts granted. The grant date fair value of RSUs granted during the three months ended March 31, 2014 was $19.4 million. During the first quarter of 2015 and the first quarter of 2014, no RSUs vested. Share-Based Compensation. A summary of incentive compensation expense under share-based payment arrangements and the related tax benefit is as follows (in thousands): Three Months Ended March 31, 2015 2014 Share-based compensation expense from: Restricted stock $ 93 $ 99 Restricted stock units 2,817 2,537 Common shares (94 ) 1,122 Total $ 2,816 $ 3,758 Share-based compensation tax benefit: Tax benefit computed at the statutory rate $ 986 $ 1,315 Unrecognized Share-Based Compensation. As of March 31, 2015, unrecognized share-based compensation expense related to our awards of Restricted Shares and RSUs was $0.4 million and $13.7 million, respectively. Unrecognized share-based compensation expense will be recognized through April 2017 for Restricted Shares and November 2016 for RSUs. Cash-Based Incentive Compensation. As defined by the Plan, annual incentive awards may be granted to eligible employees and payable in cash. (In the case of the award to the CEO, the awards for 2014 and 2013 were paid in shares of common stock as described above.) These awards are performance-based awards consisting of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria. Generally, the performance period is the calendar year and determination and payment is made in cash in the first quarter of the following year. As of March 31, 2015, the Company did not issue any cash-based incentive awards for 2015. Share-Based Compensation and Cash-Based Incentive Compensation Expense. A summary of incentive compensation expense is as follows (in thousands): Three Months Ended March 31, 2015 2014 Share-based compensation included in: General and administrative $ 2,816 $ 3,758 Cash-based incentive compensation included in: Lease operating expense 361 1,302 General and administrative (1) (233 ) 1,781 Total charged to operating income $ 2,944 $ 6,841 (1) Adjustments to true up estimates to actual payments resulted in net credit balances to expense for the three months ended March 31, 2015. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Income tax benefit was $103.6 million and income tax expense was $6.6 million for the three months ended March 31, 2015 and 2014, respectively. Our annualized effective tax rate of 28.9% for the three months ended March 31, 2015 differs from the federal statutory rate of 35% due to the effect of a valuation allowance for our deferred tax assets. Our effective tax rate for the three months ended March 31, 2014 was 37.3% and differed from the federal statutory rate of 35.0% primarily as a result of state income taxes and other permanent items. During the quarter ended March 31, 2015, we recorded a valuation allowance of $22.5 million related to federal deferred tax assets and net operating losses. Additionally, as of March 31, 2015 and December 31, 2014, we had a valuation allowance related to Louisiana state net operating losses. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. During the three months ended March 31, 2015 and 2014, we recorded immaterial amounts of accrued interest expense related to our unrecognized tax benefit. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Earnings Per Share The following table presents the calculation of basic and diluted earnings (loss) per common share (in thousands, except per share amounts): Three Months Ended March 31, 2015 2014 Net income (loss) $ (255,095 ) $ 11,189 Less portion allocated to nonvested shares — 120 Net income (loss) allocated to common shares $ (255,095 ) $ 11,069 Weighted average common shares outstanding 75,857 75,556 Basic and diluted earnings (loss) per common share $ (3.36 ) $ 0.15 Shares excluded due to being anti-dilutive (weighted-average) 201 — |
Dividends
Dividends | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Dividends | 10. Dividends During the three months ended March 31, 2015, we did not declare or pay any dividends. During the three months ended March 31, 2014, we paid regular cash dividends per common share of $0.10. Pursuant to the Credit Agreement, the regular quarterly dividend is suspended until June 2016, and may be suspended further depending on certain financial covenants. See Note 12 for additional information. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 11. Contingencies Notification by ONRR of Fine for Non-compliance. In December 2013 and January 2014, we were notified by the Office of Natural Resources Revenue (“ONRR”) of an underpayment of royalties on certain Federal offshore oil and gas leases that cumulatively approximated $30,000 over several years, which represents 0.0045% of royalty payments paid by us during the same period of the underpayment. In March 2014, we received notice from the ONRR of a statutory fine of $2.3 million relative to such underpayment. We believe the fine is excessive and extreme considering the circumstances and in relation to the amount of underpayment. On April 23, 2014, we filed a request for a hearing on the record and a general denial of the ONRR’s allegations contained in the notice. We intend to contest the fine to the fullest extent possible. The ultimate resolution may result in a waiver of the fine, a reduction of the fine, or payment of the full amount plus interest covering several years. As no amount has been determined as more likely than any other within the range of possible resolutions, no amount has been accrued as of March 31, 2015 or December 31, 2014 per authoritative guidance. However, we cannot state with certainty that our estimate of the exposure is accurate concerning this matter. Apache Lawsuit. On December 15, 2014, Apache Corporation (“Apache”) filed a lawsuit against W&T Offshore, Inc., alleging that W&T breached the joint operating agreement (“JOA”) related to deepwater wells in the Mississippi Canyon area of the Gulf of Mexico. That lawsuit, styled Apache Corp oration v. W&T Offshore, Inc. , is currently pending in the United States District Court for the Southern District of Texas. Apache contends that W&T has failed to pay its proportional share of the costs associated with plugging and abandoning three wells that are subject to the JOA. We contend that the costs incurred by Apache are excessive and unreasonable. Apache seeks an award of unspecified actual damages, interest, court costs, and attorneys’ fees. In February 2015, we made a payment to Apache for our net share of the amounts that we believe are reasonable to plug and abandon the three wells, all of which was originally recorded as an asset retirement obligation and was accrued on our balance sheet as of December 31, 2014. Our estimate of the potential exposure ranges from zero to $32 million related to this matter, which excludes potential interest, court costs and attorneys’ fees. Insurance Claims. During the fourth quarter of 2012, underwriters of W&T’s excess liability policies (“Excess Policies”) (Indemnity Insurance Company of North America, New York Marine & General Insurance Company, Navigators Insurance Company, XL Specialty Insurance Company, National Liability & Fire Insurance Company (“Starr Marine”) and Liberty Mutual Insurance Co.) filed declaratory judgment actions in the United States District Court for the Southern District of Texas (the “District Court”) seeking a determination that our Excess Policies do not cover removal-of-wreck and debris claims arising from Hurricane Ike except to the extent we have first exhausted the limits of our Energy Package (defined as certain insurance policies relating to our oil and gas properties which includes named windstorm coverage) with only removal-of-wreck and debris claims. The court consolidated the various suits filed by the underwriters. In January 2013, we filed a motion for summary judgment seeking the court’s determination that such Excess Policies do not require us to exhaust the limits of our Energy Package policies with only removal-of-wreck and debris claims. In July 2013, the District Court ruled in favor of the underwriters, adopting their position that the Excess Policies cover removal-of-wreck and debris claims only to the extent the limits of our Energy Package policies have been exhausted with removal-of-wreck and debris claims. We appealed the decision in the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) and, in June 2014, the Fifth Circuit reversed the District Court’s ruling and ruled in our favor. The underwriters filed three separate briefs requesting a rehearing or a certification to the Texas Supreme Court, all of which the Court denied. A brief was subsequently filed by one underwriter requesting a rehearing to the District Court of the Fifth Circuit’s decision, which the District Court denied. Claims of approximately $42 million were filed, of which approximately $1 million was paid under the Energy Package and of which approximately $1 million was paid under our Comprehensive General Liability policy. One of the underwriters, Liberty Mutual Insurance Co., paid their portion of the settlement (approximately $5 million), in addition to a portion of interest owed. The other underwriters have not paid in accordance with the Fifth Circuit ruling, and we filed a lawsuit in September 2014 against these underwriters for amounts owed, interest, attorney fees and damages. Subsequent to the filing of that lawsuit, Starr Marine has paid their portion ($5 million) of the first excess liability policy without interest. The lawsuit includes claims for interest underpaid by Liberty Mutual Insurance Co. and interest not paid by Starr Marine. The revised estimate of potential reimbursement is approximately $30 million, plus interest, attorney fees and damages, if any. Removal-of-wreck costs are recorded in Oil and natural gas properties and equipment on the Condensed Consolidated Balance Sheets and recoveries from claims made on these Excess Policies will be recorded as reductions in this line item, which will reduce our future DD&A rate. Royalties. In 2009, the Company recognized allowable reductions of cash payments for royalties owed to the ONRR for transportation of their deepwater production through our subsea pipeline systems. In 2010, the ONRR audited the calculations and support related to this usage fee, and in 2010, we were notified that the ONRR had disallowed approximately $4.7 million of the reductions taken. We recorded a reduction to other revenue in 2010 to reflect this disallowance; however, we disagree with the position taken by the ONRR. We filed an appeal with the ONRR, which was denied in May 2014. On June 17, 2014, we filed an appeal with the Board of Land Appeals (the “BLA”) under the Department of the Interior. W&T’s brief was filed in November 2014 and we expect the briefing before BLA to be completed in the first half of 2015. Other Claims. We are a party to various pending or threatened claims and complaints seeking damages or other remedies concerning our commercial operations and other matters in the ordinary course of our business. In addition, claims or contingencies may arise related to matters occurring prior to our acquisition of properties or related to matters occurring subsequent to our sale of properties. In certain cases, we have indemnified the sellers of properties we have acquired, and in other cases, we have indemnified the buyers of properties we have sold. We are also subject to federal and state administrative proceedings conducted in the ordinary course of business. Although we can give no assurance about the outcome of pending legal and federal or state administrative proceedings and the effect such an outcome may have on us, we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. Contingent Liability Recorded. There were no material expenses recognized related to accrued and settled claims, complaints and fines for the three months ended March 31, 2015 and 2014. As of March 31, 2015 and December 31, 2014, we have recorded in liabilities no material amounts for claims, complaints and fines. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Amendment to the Credit Agreement. On April 23, 2015, the Company entered into the Amendment among the Company, as the borrower, Toronto Dominion (Texas) LLC, as the administrative agent, the lenders and other parties thereto. The Credit Agreement, as amended, provides a secured revolving bank credit facility that matures on November 8, 2018. The Amendment set the borrowing base as of the date of the Amendment at $600.0 million, subject to adjustments as described below. The Amendment increased the applicable margin applied to borrowings under the Credit Agreement by 50 basis points (0.5%) on an annual basis such that the LIBOR borrowings are subject to applicable margins ranging from 2.25% to 3.25% and alternate base rate borrowings are subject to applicable margins ranging from 1.25% to 2.25%. The Amendment permits the Company to issue additional unsecured indebtedness, or indebtedness which is subordinate in security compared to the lien securing the indebtedness under the Credit Agreement, above its current $900.0 million in aggregate principal amount of outstanding senior notes, provided that, among other things, (A) no event of default has occurred or would result from such incurrence, (B) the Company is in compliance with its current ratio, leverage ratio, secured debt leverage ratio and interest coverage ratio after giving pro forma effect to the incurrence of the additional indebtedness, and (C) such additional indebtedness matures at least six months after the maturity date of the Credit Agreement and is not subject to covenants and events of default that are, taken as a whole, materially more onerous than those provided for in the Credit Agreement. Following the Amendment, if the Company issues additional unsecured indebtedness in excess of the $900.0 million in aggregate principal amount of existing senior notes or if the Company issues debt that is subordinated in security to the indebtedness secured under the Credit Agreement, the borrowing base then in effect will be reduced by $0.33 for each dollar of such excess until the borrowing base is redetermined. In addition, the borrowing base will be reduced to $550.0 million effective October 1, 2015 irrespective of whether any additional indebtedness is issued. The Amendment also restricts the ability of the Company to make distributions or repurchase the existing senior notes or other permitted indebtedness (i) until June 30, 2016, (ii) if an event of default is continuing or would result from such distribution or (iii) if a borrowing base deficiency is continuing or would result therefrom; provided that the restriction in clause (i) of this sentence does not apply to (A) scheduled payments of interest, principal or redemptions on the Company’s existing senior notes or other permitted additional debt and (B) the redemption or repurchase by the Company of its outstanding senior notes in an aggregate principal amount equal to the aggregate principal amount of any new issuance of senior unsecured notes, provided that any such new notes are not subject to covenants and events of default that are, taken as a whole, materially more restrictive on the Company than its outstanding senior notes and such new notes mature at least six months after the maturity date of the Credit Agreement. The Amendment revised the financial covenants, with definitions of capitalized terms contained in the Credit Agreement, as follows: · the maximum Leverage Ratio is suspended through the first quarter of 2016; then limited to 5.00:1.00 for the second quarter of 2016; 4.50:1.00 for the third quarter of 2016; and 4.00:1.00 thereafter; · the minimum Current Ratio is 0.75:1.00 for the first quarter of 2015 through the fourth quarter of 2015; and 1.00:1.00 thereafter; · a maximum First Lien Leverage Ratio of 2.50:1.00 is effective for the first quarter of 2015 and thereafter; · a maximum Secured Debt Leverage Ratio of 3.50:1.00 is effective for the first quarter of 2015 and thereafter; and · a minimum Interest Coverage Ratio of 2.20:1.00 is effective for the first quarter of 2015 and thereafter. The Amendment increases the mortgaged collateral requirement from 80% to 90% of the total value of both the (i) total proved oil and gas reserves of the loan parties and (ii) the proved developed producing reserves of the loan parties. The Amendment requires the Company to establish and maintain minimum hedge positions by June 1, 2015 of 25% of estimated oil and gas production for the period of June 1 to December 31, 2015 and 35% of estimated oil and gas production for 2016. The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment and the Original Credit Agreement. Second Lien Term Loan. On May 5, 2015, we announced the pricing and marketing of a $300.0 million five-year second-lien term loan. The term loan is expected to be made subject to a 1.0% discount to principal bearing interest at an annual rate of 9.0%. It is expected that the CEO, or an entity controlled by the CEO, will participate in the term loan for a $5.0 million principal commitment on the same terms as the other lenders. Net borrowings under the term loan will be used to repay a portion of the outstanding borrowings under the revolver bank credit facility. Upon issuance of the term loan, the borrowing base of the revolving bank credit facility will be reduced from $600.0 million to $500.0 million pursuant to the terms of the Credit Agreement, as amended. The lender commitments and making of the term loan are subject to the negotiation, approval and execution of definitive loan documentation, which includes an intercreditor agreement to be approved by the lenders under the Credit Agreement, as amended. The transaction did not close prior to the filing of this Form 10-Q. While the transaction is expected to close during May 2015, there is no assurance the term loan will be finalized and made. |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 3 Months Ended |
Mar. 31, 2015 | |
Supplemental Guarantor Information [Abstract] | |
Supplemental Guarantor Information | W&T OFFSHORE, INC. AND SUBSIDIARIES 13. Supplemental Guarantor Information Our payment obligations under the 8.50% Senior Notes and the Credit Agreement (see Note 5 and Note 12) are fully and unconditionally guaranteed by certain of our 100%-owned subsidiaries, including W & T Energy VI, LLC and W & T Energy VII, LLC (together, the “Guarantor Subsidiaries”). W & T Energy VII, LLC does not currently have any active operations or contain any assets. Guarantees of the 8.50% Senior Notes will be released under certain circumstances, including: (1) (2) in connection with any sale or other disposition of the capital stock of such Guarantor Subsidiary to a person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sales” provisions of the indenture and the Guarantor Subsidiary ceases to be a subsidiary of the Company as a result of such sales or disposition; (3) if such Guarantor Subsidiary is a Restricted Subsidiary and the Company designates such Guarantor Subsidiary as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; (4) upon Legal Defeasance or Covenant Defeasance (as such terms are defined in the indenture) or upon satisfaction and discharge of the indenture; (5) upon the liquidation or dissolution of such Guarantor Subsidiary, provided no event of default has occurred and is continuing; or (6) at such time as such Guarantor Subsidiary is no longer required to be a Guarantor Subsidiary as described in the indenture, provided no event of default has occurred and is continuing. The following condensed consolidating financial information presents the financial condition, results of operations and cash flows of the Parent Company and the Guarantor Subsidiaries, together with consolidating adjustments necessary to present the Company’s results on a consolidated basis. Transfers of property, including related ARO and deferred income tax liabilities, were made during 2014 from the Parent Company to the Guarantor Subsidiaries to assist the Parent Company to continue to qualify for a waiver of certain supplemental bonding requirements from the Bureau of Ocean Energy Management. As these transfers were transactions between entities under common control, the prior period financial information has been retrospectively adjusted for comparability purposes, as prescribed under authoritative guidance. The condensed consolidating financial information for the prior period ended March 31, 2014 was adjusted as if all transfers occurred at the beginning of the period presented. None of the above adjustments had any effect on the consolidated results for the current or prior periods presented. Condensed Consolidating Balance Sheet as of March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 8,367 $ — $ — $ 8,367 Receivables: Oil and natural gas sales 27,184 18,937 — 46,121 Joint interest and other 115,017 — (85,717 ) 29,300 Total receivables 142,201 18,937 (85,717 ) 75,421 Deferred income taxes 34,656 1,865 (33,325 ) 3,196 Prepaid expenses and other assets 14,400 4,442 — 18,842 Total current assets 199,624 25,244 (119,042 ) 105,826 Property and equipment – at cost: Oil and natural gas properties and equipment 6,058,159 2,075,085 — 8,133,244 Furniture, fixtures and other 23,495 — — 23,495 Total property and equipment 6,081,654 2,075,085 — 8,156,739 Less accumulated depreciation, depletion and amortization 4,705,609 1,249,930 — 5,955,539 Net property and equipment 1,376,045 825,155 — 2,201,200 Restricted deposits for asset retirement obligations 15,501 — — 15,501 Other assets 911,505 316,253 (1,211,224 ) 16,534 Total assets $ 2,502,675 $ 1,166,652 $ (1,330,266 ) $ 2,339,061 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 122,627 $ 5,650 $ — $ 128,277 Undistributed oil and natural gas proceeds 28,152 1,019 — 29,171 Asset retirement obligations 10,153 6,347 — 16,500 Accrued liabilities 28,592 85,345 (85,717 ) 28,220 Total current liabilities 189,524 98,361 (85,717 ) 202,168 Long-term debt, less current maturities 1,426,437 — — 1,426,437 Asset retirement obligations, less current portion 240,943 123,780 — 364,723 Deferred income taxes 382 107,818 (33,325 ) 74,875 Other liabilities 388,431 — (374,531 ) 13,900 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 417,325 703,237 (703,237 ) 417,325 Retained earnings (accumulated deficit) (136,201 ) 133,456 (133,456 ) (136,201 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity 256,958 836,693 (836,693 ) 256,958 Total liabilities and shareholders’ equity $ 2,502,675 $ 1,166,652 $ (1,330,266 ) $ 2,339,061 Condensed Consolidating Balance Sheet as of December 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 23,666 $ — $ — $ 23,666 Receivables: Oil and natural gas sales 41,820 25,422 — 67,242 Joint interest and other 142,885 — (99,240 ) 43,645 Total receivables 184,705 25,422 (99,240 ) 110,887 Deferred income taxes 9,797 1,865 — 11,662 Prepaid expenses and other assets 28,728 7,619 — 36,347 Total current assets 246,896 34,906 (99,240 ) 182,562 Property and equipment – at cost: Oil and natural gas properties and equipment 6,038,915 2,006,751 — 8,045,666 Furniture, fixtures and other 23,269 — — 23,269 Total property and equipment 6,062,184 2,006,751 — 8,068,935 Less accumulated depreciation, depletion and amortization 4,442,899 1,132,179 — 5,575,078 Net property and equipment 1,619,285 874,572 — 2,493,857 Restricted deposits for asset retirement obligations 15,444 — — 15,444 Other assets 974,049 349,912 (1,306,717 ) 17,244 Total assets $ 2,855,674 $ 1,259,390 $ (1,405,957 ) $ 2,709,107 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 188,654 $ 5,455 $ — $ 194,109 Undistributed oil and natural gas proceeds 36,130 879 — 37,009 Asset retirement obligations 30,711 5,292 — 36,003 Accrued liabilities 17,437 99,180 (99,240 ) 17,377 Total current liabilities 272,932 110,806 (99,240 ) 284,498 Long-term debt, less current maturities 1,360,057 — — 1,360,057 Asset retirement obligations, less current portion 235,876 118,689 — 354,565 Deferred income taxes 59,616 127,372 — 186,988 Other liabilities 417,885 — (404,194 ) 13,691 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 414,580 703,440 (703,440 ) 414,580 Retained earnings 118,894 199,083 (199,083 ) 118,894 Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity 509,308 902,523 (902,523 ) 509,308 Total liabilities and shareholders’ equity $ 2,855,674 $ 1,259,390 $ (1,405,957 ) $ 2,709,107 Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 82,463 $ 45,444 $ - $ 127,907 Operating costs and expenses: Lease operating expenses 37,386 15,945 — 53,331 Production taxes 637 — — 637 Gathering and transportation 2,548 2,276 — 4,824 Depreciation, depletion, amortization and accretion 75,152 50,315 — 125,467 Ceiling test write-down of oil and natural gas properties 190,695 69,695 — 260,390 General and administrative expenses 12,388 8,378 — 20,766 Total costs and expenses 318,806 146,609 — 465,415 Operating loss (236,343 ) (101,165 ) — (337,508 ) Loss of affiliates (65,627 ) — 65,627 — Interest expense: Incurred 22,230 714 — 22,944 Capitalized (1,069 ) (714 ) — (1,783 ) Loss before income tax benefit (323,131 ) (101,165 ) 65,627 (358,669 ) Income tax benefit (68,036 ) (35,538 ) — (103,574 ) Net loss $ (255,095 ) $ (65,627 ) $ 65,627 $ (255,095 ) Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 143,986 $ 110,530 $ — $ 254,516 Operating costs and expenses: Lease operating expenses 39,110 16,507 — 55,617 Production taxes 1,992 — — 1,992 Gathering and transportation 3,338 1,958 — 5,296 Depreciation, depletion, amortization and accretion 62,431 60,875 — 123,306 General and administrative expenses 11,445 12,143 — 23,588 Derivative loss 7,492 — — 7,492 Total costs and expenses 125,808 91,483 — 217,291 Operating income 18,178 19,047 — 37,225 Earnings of affiliates 12,451 — (12,451 ) — Interest expense: Incurred 20,679 781 — 21,460 Capitalized (1,291 ) (781 ) — (2,072 ) Income before income tax expense 11,241 19,047 (12,451 ) 17,837 Income tax expense 52 6,596 — 6,648 Net income $ 11,189 $ 12,451 $ (12,451 ) $ 11,189 Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Restated (In thousands) Operating activities: Net loss $ (255,095 ) $ (65,627 ) $ 65,627 $ (255,095 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion, amortization and accretion 75,152 50,315 — 125,467 Ceiling test write-down of oil and gas properties 190,695 69,695 — 260,390 Amortization of debt issuance costs and premium 156 — — 156 Share-based compensation 2,816 — — 2,816 Deferred income taxes (83,649 ) (19,925 ) — (103,574 ) Loss of affiliates 65,627 — (65,627 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 14,636 6,485 — 21,121 Joint interest and other receivables 14,533 — — 14,533 Income taxes 15,287 (15,612 ) — (325 ) Prepaid expenses and other assets (21,690 ) 68,599 (29,663 ) 17,246 Asset retirement obligation settlements (19,122 ) (432 ) — (19,554 ) Accounts payable, accrued liabilities and other (40,260 ) 334 29,663 (10,263 ) Net cash provided by (used in) operating activities (40,914 ) 93,832 — 52,918 Investing activities: Investment in oil and natural gas properties and equipment (18,750 ) (64,015 ) — (82,765 ) Changes in operating assets and liabilities associated with investing activities (22,562 ) (29,614 ) — (52,176 ) Investment in subsidiary 203 — (203 ) — Purchases of furniture, fixtures and other (226 ) — — (226 ) Net cash used in investing activities (41,335 ) (93,629 ) (203 ) (135,167 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 82,000 — — 82,000 Repayments of long-term debt – revolving bank credit facility (15,000 ) — — (15,000 ) Other (50 ) — — (50 ) Investment from parent — (203 ) 203 — Net cash provided by financing activities 66,950 (203 ) 203 66,950 Decrease in cash and cash equivalents (15,299 ) — — (15,299 ) Cash and cash equivalents, beginning of period 23,666 — — 23,666 Cash and cash equivalents, end of period $ 8,367 $ — $ — $ 8,367 Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Operating activities: Net income $ 11,189 $ 12,451 $ (12,451 ) $ 11,189 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 62,431 60,875 — 123,306 Amortization of debt issuance costs and premium 187 — — 187 Share-based compensation 3,758 — — 3,758 Derivative loss 7,492 — — 7,492 Cash payments on derivative settlements (4,670 ) — — (4,670 ) Deferred income taxes 15,335 (8,690 ) — 6,645 Earnings of affiliates (12,451 ) — 12,451 — Changes in operating assets and liabilities: Oil and natural gas receivables 4,020 (1,205 ) — 2,815 Joint interest and other receivables 2,286 — — 2,286 Income taxes (15,321 ) 15,286 — (35 ) Prepaid expenses and other assets (58,791 ) (29,717 ) 91,217 2,709 Asset retirement obligations (8,878 ) (7,464 ) — (16,342 ) Accounts payable, accrued liabilities and other 86,795 1,137 (91,217 ) (3,285 ) Net cash provided by operating activities 93,382 42,673 — 136,055 Investing activities: Investment in oil and natural gas properties and equipment (71,636 ) (23,431 ) — (95,067 ) Changes in operating assets and liabilities associated with investing activities 6,316 (23,881 ) — (17,565 ) Investment in subsidiary (4,639 ) — 4,639 — Purchases of furniture, fixtures and other (260 ) — — (260 ) Net cash used in investing activities (70,219 ) (47,312 ) 4,639 (112,892 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 92,000 — — 92,000 Repayments of long-term debt – revolving bank credit facility (103,000 ) — — (103,000 ) Dividends to shareholders (7,563 ) — — (7,563 ) Investment from parent — 4,639 (4,639 ) — Other (65 ) — — (65 ) Net cash used in financing activities (18,628 ) 4,639 (4,639 ) (18,628 ) Increase in cash and cash equivalents 4,535 — — 4,535 Cash and cash equivalents, beginning of period 15,800 — — 15,800 Cash and cash equivalents, end of period $ 20,335 $ — $ — $ 20,335 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Operations | Operations. W&T Offshore, Inc. and subsidiaries, referred to herein as “W&T,” “we,” “us,” “our,” or the “Company,” is an independent oil and natural gas producer focused primarily in the Gulf of Mexico and onshore Texas. The Company is active in the exploration, development and acquisition of oil and natural gas properties. Our interest in fields, leases, structures and equipment are primarily owned by W&T Offshore, Inc. (on a stand-alone basis, the “Parent Company”) and our 100%-owned subsidiary, W & T Energy VI, LLC (“Energy VI”). |
Interim Financial Statements | Interim Financial Statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim periods and the appropriate rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the condensed consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements for annual periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
Restatement of Previously Filed Interim Financial Statements | Restatement of Previously Filed Interim Financial Statements. The Condensed Consolidated Statements of Cash Flows in the accompanying unaudited condensed consolidated financial statements and the Condensed Consolidating Statements of Cash Flows contained within Note 13 – Supplement Guarantor Information have been restated. In connection with the preparation of the financial statements for our Quarterly Report on Form 10-Q for the period ended September 30, 2015, we determined that we incorrectly presented Net cash provided by operating activities and Net cash used in investing activities on the Condensed Consolidated Statements of Cash Flows by not properly adjusting amounts for non-cash activities related to investing activities. This resulted in Net cash provided by operating activities being understated and Net cash used in investing activities being understated for the three month period ended March 31, 2015 and the six month period ended June 30, 2015. In addition, the Condensed Consolidating Statements of Cash Flows contained within Note 13 – Supplement Guarantor Information had the same items understated for the same periods. As a result, we are also filing contemporaneously a Form 10-Q/A amending our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. The restatements did not have any effect on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit), or the Condensed Consolidating Balance Sheets and Condensed Consolidating Statements of Operations contained within the Supplemental Guarantor Information included herein. The adjustments had no effect on our cash balances or liquidity. The following table reflects the affected line items of the Condensed Consolidated Statements of Cash Flows and the adjustments to restated amounts. Net cash provided by financing activities; decrease in cash and cash equivalents; and cash and cash equivalents Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidated Cash Flows (W&T including subsidiaries) Accounts payable, accrued liabilities and other (62,439 ) 52,176 (10,263 ) Net cash provided by operating activities 742 52,176 52,918 Changes in operating assets and liabilities associated with investing activities — (52,176 ) (52,176 ) Net cash used in investing activities (82,991 ) (52,176 ) (135,167 ) Net cash provided by financing activities 66,950 — 66,950 Decrease in cash and cash equivalents (15,299 ) — (15,299 ) Cash and cash equivalents, end of period 8,367 — 8,367 The following tables reflect the affected line items of the Condensed Consolidating Statements of Cash Flows contained within Note 13 – Supplemental Guarantor Information, Net cash provided by financing activities, decrease in cash and cash equivalents, and cash and cash equivalents Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidating Cash Flows (Parent Company) Prepaid expenses and other assets 7,924 (29,614 ) (21,690 ) Accounts payable, accrued liabilities and other (92,436 ) 52,176 (40,260 ) Net cash used in operating activities (63,476 ) 22,562 (40,914 ) Changes in operating assets and liabilities associated with investing activities - (22,562 ) (22,562 ) Net cash used in investing activities (18,773 ) (22,562 ) (41,335 ) Net cash provided by financing activities 66,950 — 66,950 Decrease in cash and cash equivalents (15,299 ) — (15,299 ) Cash and cash equivalents, end of period 8,367 - 8,367 Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidating Cash Flows (Energy VI) Prepaid expenses and other assets 38,985 29,614 68,599 Net cash used in operating activities 64,218 29,614 93,832 Changes in operating assets and liabilities associated with investing activities — (29,614 ) (29,614 ) Net cash used in investing activities (64,015 ) (29,614 ) (93,629 ) Net cash provided by financing activities (203 ) — (203 ) Decrease in cash and cash equivalents - — - Cash and cash equivalents, end of period - — - |
Reclassifications | Immaterial Error Corrections. We made adjustments to the prior period’s financial statements to correct immaterial errors in the Condensed Consolidated Statements of Cash Flows. In the Condensed Consolidated Statements of Cash Flows, Net cash provided by operating activities was increased by $17.6 million and Net cash used in investing activities was increased by $17.6 million to account for the non-cash activities related to investing activities. |
Transactions between Entities Under Common Control | Transactions between Entities under Common Control. The prior period financial information for the three months ended March 31, 2014 presented in Note 13, Supplemental Guarantor Information , has been retrospectively adjusted due to transactions between entities under common control, as required under authoritative guidance. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Ceiling Test Write-Down | Ceiling Test Write-Down. Under the full cost method of accounting, we are required to periodically perform a “ceiling test,” which determines a limit on the book value of our oil and natural gas properties. If the net capitalized cost of oil and natural gas properties (including capitalized ARO) net of related deferred income taxes, exceeds the ceiling test limit, the excess is charged to expense on a pre-tax basis and separately disclosed. Any such write downs are not recoverable or reversible in future periods. The ceiling test limit is calculated as: (i) the present value of estimated future net revenues from proved reserves, less estimated future development costs, discounted at 10%; (ii) plus the cost of unproved oil and natural gas properties not being amortized; (iii) plus the lower of cost or estimated fair value of unproved oil and natural gas properties included in the amortization base; and (iv) less related income tax effects. Estimated future net revenues used in the ceiling test for each period are based on current prices, defined by the SEC as the unweighted average of first-day-of-the-month commodity prices over the prior twelve months for that period. All prices are adjusted by field for quality, transportation fees, energy content and regional price differentials. Due to declines in the unweighted rolling average of first-day-of-the-month commodity prices in oil and natural gas prices, for the three months ended March 31, 2015, we recorded a ceiling test write-down which is reported as a separate line in the Condensed Consolidated Statements of Operations. We did not have a ceiling test write-down for the three months ended March 31, 2014. Assuming oil and natural gas prices that we realized during the three months ended March 31, 2015 continue, we will likely have additional ceiling test write-downs during 2015. The magnitude of these write-downs cannot be estimated at this time. |
Recent Events | Recent Events. The price we receive for our oil, natural gas liquids (“NGLs”) and natural gas production directly affects our revenues, profitability, cash flows, liquidity, access to capital and future rate of growth. The prices of these commodities began falling beginning in the second half of 2014 and were significantly lower in the three months ended March 31, 2015 compared to the last few years. We have taken several steps to mitigate the effects of these lower prices including: (i) significantly reducing the 2015 capital budget from the previous year; (ii) suspending our drilling and completion activities at several locations; (iii) suspending the regular quarterly common stock dividend and (iv) implementing numerous cost reduction projects to reduce our operating costs. In April 2015, we entered into the First Amendment to the Fifth Amended and Restated Credit Agreement (the “Amendment”), which (i) set the borrowing base under our revolving credit facility at $600.0 million, (ii) provided that the borrowing base be reduced by $0.33 for every $1.00 of unsecured indebtedness, or debt which is subordinate in security compared to the lien securing borrowings under our revolving credit facility, in excess of the $900.0 million aggregate principal amount of existing notes, until such time as the borrowing base has been redetermined by the lenders, and (iii) amended certain existing covenants. See Note 12 for additional information regarding the Amendment. In May 2015, we announced the pricing and marketing of a $300.0 million five-year second-lien term loan. The transaction did not close prior to the filing of this Form 10-Q and there is no assurance the term loan will be finalized and made. See Note 12 for additional information. We have assessed our financial condition, the current capital markets and options given different scenarios of commodity prices and believe we will have adequate liquidity to fund our operations through March 31, 2016; however, we cannot predict how an extended period of low commodity prices will affect our operations and liquidity levels. |
Recent Accounting Developments | Recent Accounting Developments. In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs . The guidance seeks to simplify the presentation of debt issuance costs. The amendment would require debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendment. ASU 2015-03 is effective in 2016 and should be applied on a retrospective basis. Early adoption is permitted. We do not expect the revised guidance to materially affect our balance sheet as amounts will be reclassified from long-term assets to partial offsets to long-term debt. The revised guidance will not affect the statements of operations or the statements of cash flows. In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40). In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Summary and Amendments that Create Revenue from Contracts and Customers (Topic 606). |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Adjusted Condensed Cash Flow Statement | The following table reflects the affected line items of the Condensed Consolidated Statements of Cash Flows and the adjustments to restated amounts. Net cash provided by financing activities; decrease in cash and cash equivalents; and cash and cash equivalents Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidated Cash Flows (W&T including subsidiaries) Accounts payable, accrued liabilities and other (62,439 ) 52,176 (10,263 ) Net cash provided by operating activities 742 52,176 52,918 Changes in operating assets and liabilities associated with investing activities — (52,176 ) (52,176 ) Net cash used in investing activities (82,991 ) (52,176 ) (135,167 ) Net cash provided by financing activities 66,950 — 66,950 Decrease in cash and cash equivalents (15,299 ) — (15,299 ) Cash and cash equivalents, end of period 8,367 — 8,367 The following tables reflect the affected line items of the Condensed Consolidating Statements of Cash Flows contained within Note 13 – Supplemental Guarantor Information, Net cash provided by financing activities, decrease in cash and cash equivalents, and cash and cash equivalents Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidating Cash Flows (Parent Company) Prepaid expenses and other assets 7,924 (29,614 ) (21,690 ) Accounts payable, accrued liabilities and other (92,436 ) 52,176 (40,260 ) Net cash used in operating activities (63,476 ) 22,562 (40,914 ) Changes in operating assets and liabilities associated with investing activities - (22,562 ) (22,562 ) Net cash used in investing activities (18,773 ) (22,562 ) (41,335 ) Net cash provided by financing activities 66,950 — 66,950 Decrease in cash and cash equivalents (15,299 ) — (15,299 ) Cash and cash equivalents, end of period 8,367 - 8,367 Three Months Ended March 31, 2015 As Previously Reported Adjustment As Restated Condensed Consolidating Cash Flows (Energy VI) Prepaid expenses and other assets 38,985 29,614 68,599 Net cash used in operating activities 64,218 29,614 93,832 Changes in operating assets and liabilities associated with investing activities — (29,614 ) (29,614 ) Net cash used in investing activities (64,015 ) (29,614 ) (93,629 ) Net cash provided by financing activities (203 ) — (203 ) Decrease in cash and cash equivalents - — - Cash and cash equivalents, end of period - — - |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Fairway | |
Business Acquisition [Line Items] | |
Purchase Price Allocation for Acquisition | The following table presents the purchase price allocation, including adjustments, for the increased ownership interest in Fairway (in thousands): Cash consideration: Evaluated properties including equipment $ 18,693 Non-cash consideration: Asset retirement obligations - non-current 6,124 Total consideration $ 24,817 |
Woodside Properties | |
Business Acquisition [Line Items] | |
Purchase Price Allocation for Acquisition | The following table presents the purchase price allocation, including adjustments, for the acquisition of the Woodside Properties (in thousands): Cash consideration: Evaluated properties including equipment $ 52,102 Unevaluated properties 2,660 Sub-total cash consideration 54,762 Non-cash consideration: Asset retirement obligations - current 782 Asset retirement obligations - non-current 10,543 Sub-total non-cash consideration 11,325 Total consideration $ 66,087 |
Summary of Proforma Financial Information for Acquisition | The following table presents a summary of our pro forma financial information (in thousands, except earnings per share): (unaudited) Three Months Ended March 31, 2014 Revenue $ 268,375 Net income 14,976 Basic and diluted earnings per common share 0.20 |
Business Acquisition Pro Forma Information Incremental Item | The following table presents incremental items included in the pro forma information reported above for the Woodside Properties (in thousands): (unaudited) Three Months Ended March 31, 2014 Revenues (a) $ 13,859 Direct operating expenses (a) 2,612 DD&A (b) 4,989 G&A (c) 200 Interest expense (d) 246 Capitalized interest (e) (14 ) Income tax expense (f) 2,039 The sources of information and significant assumptions are described below: (a) Revenues and direct operating expenses for the Woodside Properties were derived from the historical financial records of Woodside. (b) DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Woodside Properties’ costs, reserves and production into our full cost pool in order to compute such amounts. The purchase price allocated to unevaluated properties for oil and natural gas interests was excluded from the DD&A expense estimation. ARO was estimated by W&T management. (c) Estimated insurance costs related to the Woodside Properties. (d) The acquisition was assumed to be funded entirely with borrowed funds. Interest expense was computed using assumed borrowings of $54.8 million, which equates to the cash component of the acquisition purchase price, and an interest rate of 1.8%, which equates to the rates applied to incremental borrowings on the revolving bank credit facility. (e) The change to capitalized interest was computed for the addition to the pool of unevaluated properties and the capitalization interest rate was adjusted for the assumed borrowings. The negative amount represents a decrease to net expenses. (f) Income tax expense was computed using the 35% federal statutory rate. The pro forma adjustments do not include adjustments related to any other acquisitions or divestitures. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Changes to Asset Retirement Obligation | A summary of the changes to our ARO is as follows (in thousands): Balance, December 31, 2014 $ 390,568 Liabilities settled (19,554 ) Accretion of discount 5,390 Liabilities incurred 1,536 Revisions of estimated liabilities (1) 3,283 Balance, March 31, 2015 381,223 Less current portion 16,500 Long-term $ 364,723 (1) Revisions were primarily attributable to increases from non-operated properties. |
Derivative Financial Instrume24
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Changes in Fair Value of Commodity Derivative Contracts | Changes in the fair value of our oil derivative contracts were as follows (in thousands): Three Months Ended March 31, 2015 2014 Derivative loss $ — $ 7,492 |
Cash Payments on Derivative Settlements, Net Included within Net Cash Provided by Operating Activities | Cash payments on derivative settlements, net, are included within Net cash provided by operating activities Three Months Ended March 31, 2015 2014 Cash payments on derivative settlements, net $ — $ 4,670 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Our long-term debt was as follows (in thousands): March 31, December 31, 2015 2014 8.50% Senior Notes $ 900,000 $ 900,000 Debt premiums, net of amortization 12,437 13,057 Revolving bank credit facility 514,000 447,000 Total long-term debt 1,426,437 1,360,057 Current maturities of long-term debt — — Long term debt, less current maturities $ 1,426,437 $ 1,360,057 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Derivatives Financial Instruments and Long-Term Senior Notes | The following table presents the fair value of our 8.50% Senior Notes and revolving bank credit facility, both of which are reported as liabilities (in thousands): Hierarchy March 31, 2015 December 31, 2014 8.50% Senior Notes Level 2 $ 555,750 $ 594,000 Revolving bank credit facility Level 2 514,000 447,000 |
Share-Based Compensation and 27
Share-Based Compensation and Cash-Based Incentive Compensation (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Outstanding Restricted Stock Shares Issued to Non-employee Directors | Subject to the satisfaction of service conditions, the outstanding Restricted Shares issued to the non-employee directors as of March 31, 2015 are expected to vest as follows: Restricted Shares 2015 21,520 2016 15,420 2017 6,270 Total 43,210 |
Summary of Share Activity Related to Restricted Stock Units | A summary of activity in 2015 related to RSUs is as follows: Restricted Stock Units Weighted Average Grant Date Fair Units Value Per Unit Nonvested, December 31, 2014 1,977,335 $ 15.29 Forfeited (49,541 ) 15.20 Nonvested, March 31, 2015 1,927,794 $ 15.29 |
Schedule of Restricted Stock Units Outstanding | All of the outstanding RSUs are subject to the satisfaction of service conditions and a portion of the outstanding RSUs are also subject to pre-defined performance measurements. The RSUs outstanding as of March 31, 2015 potentially eligible to vest are listed in the table below: Restricted Stock Units 2015 - subject to service requirements 739,620 2015 - subject to service and other requirements (1) 87,701 2016 - subject to service requirements 1,100,473 Total 1,927,794 (1) In addition to service requirements, these RSUs are also subject to TSR performance requirements not yet measureable, with awards ranging from 0% to 200% of amounts granted. |
Summary of Incentive Compensation Expense under Share-Based Payment Arrangements and Related Tax Benefit | A summary of incentive compensation expense under share-based payment arrangements and the related tax benefit is as follows (in thousands): Three Months Ended March 31, 2015 2014 Share-based compensation expense from: Restricted stock $ 93 $ 99 Restricted stock units 2,817 2,537 Common shares (94 ) 1,122 Total $ 2,816 $ 3,758 Share-based compensation tax benefit: Tax benefit computed at the statutory rate $ 986 $ 1,315 |
Summary of Incentive Compensation Expense | A summary of incentive compensation expense is as follows (in thousands): Three Months Ended March 31, 2015 2014 Share-based compensation included in: General and administrative $ 2,816 $ 3,758 Cash-based incentive compensation included in: Lease operating expense 361 1,302 General and administrative (1) (233 ) 1,781 Total charged to operating income $ 2,944 $ 6,841 (1) Adjustments to true up estimates to actual payments resulted in net credit balances to expense for the three months ended March 31, 2015. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Earnings (loss) Per Common Share | The following table presents the calculation of basic and diluted earnings (loss) per common share (in thousands, except per share amounts): Three Months Ended March 31, 2015 2014 Net income (loss) $ (255,095 ) $ 11,189 Less portion allocated to nonvested shares — 120 Net income (loss) allocated to common shares $ (255,095 ) $ 11,069 Weighted average common shares outstanding 75,857 75,556 Basic and diluted earnings (loss) per common share $ (3.36 ) $ 0.15 Shares excluded due to being anti-dilutive (weighted-average) 201 — |
Supplemental Guarantor Inform29
Supplemental Guarantor Information (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Supplemental Guarantor Information [Abstract] | |
Condensed Consolidating Balance Sheet | The following condensed consolidating financial information presents the financial condition, results of operations and cash flows of the Parent Company and the Guarantor Subsidiaries, together with consolidating adjustments necessary to present the Company’s results on a consolidated basis. Transfers of property, including related ARO and deferred income tax liabilities, were made during 2014 from the Parent Company to the Guarantor Subsidiaries to assist the Parent Company to continue to qualify for a waiver of certain supplemental bonding requirements from the Bureau of Ocean Energy Management. As these transfers were transactions between entities under common control, the prior period financial information has been retrospectively adjusted for comparability purposes, as prescribed under authoritative guidance. The condensed consolidating financial information for the prior period ended March 31, 2014 was adjusted as if all transfers occurred at the beginning of the period presented. None of the above adjustments had any effect on the consolidated results for the current or prior periods presented. Condensed Consolidating Balance Sheet as of March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 8,367 $ — $ — $ 8,367 Receivables: Oil and natural gas sales 27,184 18,937 — 46,121 Joint interest and other 115,017 — (85,717 ) 29,300 Total receivables 142,201 18,937 (85,717 ) 75,421 Deferred income taxes 34,656 1,865 (33,325 ) 3,196 Prepaid expenses and other assets 14,400 4,442 — 18,842 Total current assets 199,624 25,244 (119,042 ) 105,826 Property and equipment – at cost: Oil and natural gas properties and equipment 6,058,159 2,075,085 — 8,133,244 Furniture, fixtures and other 23,495 — — 23,495 Total property and equipment 6,081,654 2,075,085 — 8,156,739 Less accumulated depreciation, depletion and amortization 4,705,609 1,249,930 — 5,955,539 Net property and equipment 1,376,045 825,155 — 2,201,200 Restricted deposits for asset retirement obligations 15,501 — — 15,501 Other assets 911,505 316,253 (1,211,224 ) 16,534 Total assets $ 2,502,675 $ 1,166,652 $ (1,330,266 ) $ 2,339,061 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 122,627 $ 5,650 $ — $ 128,277 Undistributed oil and natural gas proceeds 28,152 1,019 — 29,171 Asset retirement obligations 10,153 6,347 — 16,500 Accrued liabilities 28,592 85,345 (85,717 ) 28,220 Total current liabilities 189,524 98,361 (85,717 ) 202,168 Long-term debt, less current maturities 1,426,437 — — 1,426,437 Asset retirement obligations, less current portion 240,943 123,780 — 364,723 Deferred income taxes 382 107,818 (33,325 ) 74,875 Other liabilities 388,431 — (374,531 ) 13,900 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 417,325 703,237 (703,237 ) 417,325 Retained earnings (accumulated deficit) (136,201 ) 133,456 (133,456 ) (136,201 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity 256,958 836,693 (836,693 ) 256,958 Total liabilities and shareholders’ equity $ 2,502,675 $ 1,166,652 $ (1,330,266 ) $ 2,339,061 Condensed Consolidating Balance Sheet as of December 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 23,666 $ — $ — $ 23,666 Receivables: Oil and natural gas sales 41,820 25,422 — 67,242 Joint interest and other 142,885 — (99,240 ) 43,645 Total receivables 184,705 25,422 (99,240 ) 110,887 Deferred income taxes 9,797 1,865 — 11,662 Prepaid expenses and other assets 28,728 7,619 — 36,347 Total current assets 246,896 34,906 (99,240 ) 182,562 Property and equipment – at cost: Oil and natural gas properties and equipment 6,038,915 2,006,751 — 8,045,666 Furniture, fixtures and other 23,269 — — 23,269 Total property and equipment 6,062,184 2,006,751 — 8,068,935 Less accumulated depreciation, depletion and amortization 4,442,899 1,132,179 — 5,575,078 Net property and equipment 1,619,285 874,572 — 2,493,857 Restricted deposits for asset retirement obligations 15,444 — — 15,444 Other assets 974,049 349,912 (1,306,717 ) 17,244 Total assets $ 2,855,674 $ 1,259,390 $ (1,405,957 ) $ 2,709,107 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 188,654 $ 5,455 $ — $ 194,109 Undistributed oil and natural gas proceeds 36,130 879 — 37,009 Asset retirement obligations 30,711 5,292 — 36,003 Accrued liabilities 17,437 99,180 (99,240 ) 17,377 Total current liabilities 272,932 110,806 (99,240 ) 284,498 Long-term debt, less current maturities 1,360,057 — — 1,360,057 Asset retirement obligations, less current portion 235,876 118,689 — 354,565 Deferred income taxes 59,616 127,372 — 186,988 Other liabilities 417,885 — (404,194 ) 13,691 Shareholders’ equity: Common stock 1 — — 1 Additional paid-in capital 414,580 703,440 (703,440 ) 414,580 Retained earnings 118,894 199,083 (199,083 ) 118,894 Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity 509,308 902,523 (902,523 ) 509,308 Total liabilities and shareholders’ equity $ 2,855,674 $ 1,259,390 $ (1,405,957 ) $ 2,709,107 |
Condensed Consolidating Statement of Income | Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 82,463 $ 45,444 $ - $ 127,907 Operating costs and expenses: Lease operating expenses 37,386 15,945 — 53,331 Production taxes 637 — — 637 Gathering and transportation 2,548 2,276 — 4,824 Depreciation, depletion, amortization and accretion 75,152 50,315 — 125,467 Ceiling test write-down of oil and natural gas properties 190,695 69,695 — 260,390 General and administrative expenses 12,388 8,378 — 20,766 Total costs and expenses 318,806 146,609 — 465,415 Operating loss (236,343 ) (101,165 ) — (337,508 ) Loss of affiliates (65,627 ) — 65,627 — Interest expense: Incurred 22,230 714 — 22,944 Capitalized (1,069 ) (714 ) — (1,783 ) Loss before income tax benefit (323,131 ) (101,165 ) 65,627 (358,669 ) Income tax benefit (68,036 ) (35,538 ) — (103,574 ) Net loss $ (255,095 ) $ (65,627 ) $ 65,627 $ (255,095 ) Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 143,986 $ 110,530 $ — $ 254,516 Operating costs and expenses: Lease operating expenses 39,110 16,507 — 55,617 Production taxes 1,992 — — 1,992 Gathering and transportation 3,338 1,958 — 5,296 Depreciation, depletion, amortization and accretion 62,431 60,875 — 123,306 General and administrative expenses 11,445 12,143 — 23,588 Derivative loss 7,492 — — 7,492 Total costs and expenses 125,808 91,483 — 217,291 Operating income 18,178 19,047 — 37,225 Earnings of affiliates 12,451 — (12,451 ) — Interest expense: Incurred 20,679 781 — 21,460 Capitalized (1,291 ) (781 ) — (2,072 ) Income before income tax expense 11,241 19,047 (12,451 ) 17,837 Income tax expense 52 6,596 — 6,648 Net income $ 11,189 $ 12,451 $ (12,451 ) $ 11,189 |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2015 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. Restated (In thousands) Operating activities: Net loss $ (255,095 ) $ (65,627 ) $ 65,627 $ (255,095 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion, amortization and accretion 75,152 50,315 — 125,467 Ceiling test write-down of oil and gas properties 190,695 69,695 — 260,390 Amortization of debt issuance costs and premium 156 — — 156 Share-based compensation 2,816 — — 2,816 Deferred income taxes (83,649 ) (19,925 ) — (103,574 ) Loss of affiliates 65,627 — (65,627 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 14,636 6,485 — 21,121 Joint interest and other receivables 14,533 — — 14,533 Income taxes 15,287 (15,612 ) — (325 ) Prepaid expenses and other assets (21,690 ) 68,599 (29,663 ) 17,246 Asset retirement obligation settlements (19,122 ) (432 ) — (19,554 ) Accounts payable, accrued liabilities and other (40,260 ) 334 29,663 (10,263 ) Net cash provided by (used in) operating activities (40,914 ) 93,832 — 52,918 Investing activities: Investment in oil and natural gas properties and equipment (18,750 ) (64,015 ) — (82,765 ) Changes in operating assets and liabilities associated with investing activities (22,562 ) (29,614 ) — (52,176 ) Investment in subsidiary 203 — (203 ) — Purchases of furniture, fixtures and other (226 ) — — (226 ) Net cash used in investing activities (41,335 ) (93,629 ) (203 ) (135,167 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 82,000 — — 82,000 Repayments of long-term debt – revolving bank credit facility (15,000 ) — — (15,000 ) Other (50 ) — — (50 ) Investment from parent — (203 ) 203 — Net cash provided by financing activities 66,950 (203 ) 203 66,950 Decrease in cash and cash equivalents (15,299 ) — — (15,299 ) Cash and cash equivalents, beginning of period 23,666 — — 23,666 Cash and cash equivalents, end of period $ 8,367 $ — $ — $ 8,367 Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2014 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Operating activities: Net income $ 11,189 $ 12,451 $ (12,451 ) $ 11,189 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 62,431 60,875 — 123,306 Amortization of debt issuance costs and premium 187 — — 187 Share-based compensation 3,758 — — 3,758 Derivative loss 7,492 — — 7,492 Cash payments on derivative settlements (4,670 ) — — (4,670 ) Deferred income taxes 15,335 (8,690 ) — 6,645 Earnings of affiliates (12,451 ) — 12,451 — Changes in operating assets and liabilities: Oil and natural gas receivables 4,020 (1,205 ) — 2,815 Joint interest and other receivables 2,286 — — 2,286 Income taxes (15,321 ) 15,286 — (35 ) Prepaid expenses and other assets (58,791 ) (29,717 ) 91,217 2,709 Asset retirement obligations (8,878 ) (7,464 ) — (16,342 ) Accounts payable, accrued liabilities and other 86,795 1,137 (91,217 ) (3,285 ) Net cash provided by operating activities 93,382 42,673 — 136,055 Investing activities: Investment in oil and natural gas properties and equipment (71,636 ) (23,431 ) — (95,067 ) Changes in operating assets and liabilities associated with investing activities 6,316 (23,881 ) — (17,565 ) Investment in subsidiary (4,639 ) — 4,639 — Purchases of furniture, fixtures and other (260 ) — — (260 ) Net cash used in investing activities (70,219 ) (47,312 ) 4,639 (112,892 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 92,000 — — 92,000 Repayments of long-term debt – revolving bank credit facility (103,000 ) — — (103,000 ) Dividends to shareholders (7,563 ) — — (7,563 ) Investment from parent — 4,639 (4,639 ) — Other (65 ) — — (65 ) Net cash used in financing activities (18,628 ) 4,639 (4,639 ) (18,628 ) Increase in cash and cash equivalents 4,535 — — 4,535 Cash and cash equivalents, beginning of period 15,800 — — 15,800 Cash and cash equivalents, end of period $ 20,335 $ — $ — $ 20,335 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Adjusted of the Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Basis Of Presentation [Line Items] | ||
Prepaid expenses and other assets | $ 17,246 | $ 2,709 |
Accounts payable, accrued liabilities and other | (10,263) | (3,285) |
Net cash provided by operating activities | 52,918 | 136,055 |
Changes in operating assets and liabilities associated with investing activities | (52,176) | (17,565) |
Net cash used in investing activities | (135,167) | (112,892) |
Net cash provided by financing activities | 66,950 | (18,628) |
Decrease in cash and cash equivalents | (15,299) | 4,535 |
Cash and cash equivalents, end of period | 8,367 | 20,335 |
Parent Company | ||
Basis Of Presentation [Line Items] | ||
Prepaid expenses and other assets | (21,690) | (58,791) |
Accounts payable, accrued liabilities and other | (40,260) | 86,795 |
Net cash provided by operating activities | (40,914) | 93,382 |
Changes in operating assets and liabilities associated with investing activities | (22,562) | 6,316 |
Net cash used in investing activities | (41,335) | (70,219) |
Net cash provided by financing activities | 66,950 | (18,628) |
Decrease in cash and cash equivalents | (15,299) | 4,535 |
Cash and cash equivalents, end of period | 8,367 | $ 20,335 |
Energy VI | ||
Basis Of Presentation [Line Items] | ||
Prepaid expenses and other assets | 68,599 | |
Net cash provided by operating activities | 93,832 | |
Changes in operating assets and liabilities associated with investing activities | (29,614) | |
Net cash used in investing activities | (93,629) | |
Net cash provided by financing activities | (203) | |
As Previously Reported | ||
Basis Of Presentation [Line Items] | ||
Accounts payable, accrued liabilities and other | (62,439) | |
Net cash provided by operating activities | 742 | |
Net cash used in investing activities | (82,991) | |
Net cash provided by financing activities | 66,950 | |
Decrease in cash and cash equivalents | (15,299) | |
Cash and cash equivalents, end of period | 8,367 | |
As Previously Reported | Parent Company | ||
Basis Of Presentation [Line Items] | ||
Prepaid expenses and other assets | 7,924 | |
Accounts payable, accrued liabilities and other | (92,436) | |
Net cash provided by operating activities | (63,476) | |
Net cash used in investing activities | (18,773) | |
Net cash provided by financing activities | 66,950 | |
Decrease in cash and cash equivalents | (15,299) | |
Cash and cash equivalents, end of period | 8,367 | |
As Previously Reported | Energy VI | ||
Basis Of Presentation [Line Items] | ||
Prepaid expenses and other assets | 38,985 | |
Net cash provided by operating activities | 64,218 | |
Net cash used in investing activities | (64,015) | |
Net cash provided by financing activities | (203) | |
Adjustment | ||
Basis Of Presentation [Line Items] | ||
Accounts payable, accrued liabilities and other | 52,176 | |
Net cash provided by operating activities | 52,176 | |
Changes in operating assets and liabilities associated with investing activities | (52,176) | |
Net cash used in investing activities | (52,176) | |
Adjustment | Parent Company | ||
Basis Of Presentation [Line Items] | ||
Prepaid expenses and other assets | (29,614) | |
Accounts payable, accrued liabilities and other | 52,176 | |
Net cash provided by operating activities | 22,562 | |
Changes in operating assets and liabilities associated with investing activities | (22,562) | |
Net cash used in investing activities | (22,562) | |
Adjustment | Energy VI | ||
Basis Of Presentation [Line Items] | ||
Prepaid expenses and other assets | 29,614 | |
Net cash provided by operating activities | 29,614 | |
Changes in operating assets and liabilities associated with investing activities | (29,614) | |
Net cash used in investing activities | $ (29,614) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | May. 05, 2015 | Apr. 23, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Basis Of Presentation [Line Items] | ||||||
Net cash provided by operating activities | $ 52,918 | $ 136,055 | ||||
Net cash used in investing activities | $ (135,167) | (112,892) | ||||
Percentage of discount from proved reserves | 10.00% | |||||
Ceiling test write-down of oil and natural gas properties | $ 260,390 | $ 0 | ||||
Aggregate principal amount of existing notes | 900,000 | $ 900,000 | ||||
Subsequent Event | ||||||
Basis Of Presentation [Line Items] | ||||||
Reduction of base rate | 33.00% | |||||
Aggregate principal amount of existing notes | $ 900,000 | |||||
Revolving Bank Credit Facility Due November 2018 | Subsequent Event | ||||||
Basis Of Presentation [Line Items] | ||||||
Revolving bank credit facility borrowing base | $ 600,000 | $ 600,000 | ||||
Reduction of base rate | 33.00% | |||||
Aggregate principal amount of existing notes | $ 900,000 | |||||
Second Lien Term Loan | Subsequent Event | ||||||
Basis Of Presentation [Line Items] | ||||||
Revolving bank credit facility borrowing base | $ 500,000 | |||||
Term loan | $ 300,000 | |||||
Debt instrument term | 5 years | |||||
Reclassifications | ||||||
Basis Of Presentation [Line Items] | ||||||
Net cash provided by operating activities | 17,600 | |||||
Net cash used in investing activities | $ 17,600 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 15, 2014 | Sep. 14, 2014 | May. 20, 2014 | |
Business Acquisition [Line Items] | |||||
Revenues | $ 127,907,000 | $ 254,516,000 | |||
DD&A | 125,467,000 | 123,306,000 | |||
Income tax expense (benefit) | (103,574,000) | 6,648,000 | |||
Net income (loss) | (255,095,000) | $ 11,189,000 | |||
Fairway | |||||
Business Acquisition [Line Items] | |||||
Percentage of working interest | 100.00% | 64.30% | |||
Adjustments to purchase price | 1,300,000 | ||||
Goodwill, acquired during period | 0 | ||||
Woodside Properties | |||||
Business Acquisition [Line Items] | |||||
Percentage of working interest | 20.00% | ||||
Goodwill, acquired during period | 0 | ||||
Revenues | 5,500,000 | ||||
Direct operating expenses | 3,200,000 | ||||
DD&A | 4,100,000 | ||||
Income tax expense (benefit) | 600,000 | ||||
Net income (loss) | $ (1,200,000) |
Acquisitions and Divestitures33
Acquisitions and Divestitures - Purchase Price Allocation for Acquisition (Details) - USD ($) $ in Thousands | Sep. 15, 2014 | May. 20, 2014 |
Fairway | ||
Non-cash consideration: | ||
Asset retirement obligations - non-current | $ 6,124 | |
Total consideration | 24,817 | |
Fairway | Evaluated Properties Including Equipment | ||
Cash consideration: | ||
Oil and natural gas properties and equipment | $ 18,693 | |
Woodside Properties | ||
Cash consideration: | ||
Oil and natural gas properties and equipment | $ 54,762 | |
Non-cash consideration: | ||
Asset retirement obligations - non-current | 10,543 | |
Asset retirement obligations - current | 782 | |
Non-cash consideration | 11,325 | |
Total consideration | 66,087 | |
Woodside Properties | Evaluated Properties Including Equipment | ||
Cash consideration: | ||
Oil and natural gas properties and equipment | 52,102 | |
Woodside Properties | Unevaluated Properties | ||
Cash consideration: | ||
Oil and natural gas properties and equipment | $ 2,660 |
Acquisitions and Divestitures34
Acquisitions and Divestitures - Summary of Proforma Financial Information for Acquisition (Details) - Woodside Properties $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2014USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ 268,375 |
Net income | $ 14,976 |
Basic and diluted earnings per common share | $ / shares | $ 0.20 |
Acquisitions and Divestitures35
Acquisitions and Divestitures - Business Acquisition Pro Forma Information Incremental Items (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Business Acquisition [Line Items] | |||
Revenues | $ 127,907 | $ 254,516 | |
DD&A | 125,467 | 123,306 | |
G&A | 20,766 | 23,588 | |
Interest expense | 22,944 | 21,460 | |
Capitalized | (1,783) | (2,072) | |
Income tax expense | (103,574) | 6,648 | |
Woodside Properties | |||
Business Acquisition [Line Items] | |||
Revenues | 5,500 | ||
Direct operating expenses | 3,200 | ||
DD&A | 4,100 | ||
Income tax expense | $ 600 | ||
Woodside Properties | Pro Forma | |||
Business Acquisition [Line Items] | |||
Revenues | [1] | 13,859 | |
Direct operating expenses | [1] | 2,612 | |
DD&A | [2] | 4,989 | |
G&A | [3] | 200 | |
Interest expense | [4] | 246 | |
Capitalized | [5] | (14) | |
Income tax expense | [6] | $ 2,039 | |
[1] | Revenues and direct operating expenses for the Woodside Properties were derived from the historical financial records of Woodside | ||
[2] | DD&A was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the Woodside Properties’ costs, reserves and production into our full cost pool in order to compute such amounts. The purchase price allocated to unevaluated properties for oil and natural gas interests was excluded from the DD&A expense estimation. ARO was estimated by W&T management. | ||
[3] | Estimated insurance costs related to the Woodside Properties. | ||
[4] | The acquisition was assumed to be funded entirely with borrowed funds. Interest expense was computed using assumed borrowings of $54.8 million, which equates to the cash component of the acquisition purchase price, and an interest rate of 1.8%, which equates to the rates applied to incremental borrowings on the revolving bank credit facility. | ||
[5] | The change to capitalized interest was computed for the addition to the pool of unevaluated properties and the capitalization interest rate was adjusted for the assumed borrowings. The negative amount represents a decrease to net expenses. | ||
[6] | Income tax expense was computed using the 35% federal statutory rate. |
Acquisitions and Divestitures36
Acquisitions and Divestitures - Business Acquisition Pro Forma Information Incremental Items (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Long-term debt, less current maturities | $ 1,426,437 | $ 1,360,057 | |
Federal statutory income tax rate | 35.00% | 35.00% | |
Woodside Properties | |||
Business Acquisition [Line Items] | |||
Long-term debt, less current maturities | $ 54,800 | ||
Effective interest rate | 1.80% | ||
Federal statutory income tax rate | 35.00% |
Asset Retirement Obligations -
Asset Retirement Obligations - Summary of Changes to Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Asset retirement obligations, beginning of period | $ 390,568 | |||
Asset retirement obligation settlements | (19,554) | $ (16,342) | ||
Accretion of discount | 5,390 | |||
Liabilities incurred | 1,536 | |||
Revisions of estimated liabilities | [1] | 3,283 | ||
Asset retirement obligations, end of period | 381,223 | |||
Less current portion | 16,500 | $ 36,003 | ||
Long-term | $ 364,723 | $ 354,565 | ||
[1] | Revisions were primarily attributable to increases from non-operated properties. |
Derivative Financial Instrume38
Derivative Financial Instruments - Additional Information (Details) - DerivativeInstrument | Mar. 31, 2015 | Dec. 31, 2014 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
No. of open derivative instruments | 0 | 0 |
Derivative Financial Instrume39
Derivative Financial Instruments - Changes in Fair Value of Commodity Derivative Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Gain Loss On Derivative Instruments Net Pretax [Abstract] | ||
Derivative loss | $ 0 | $ 7,492 |
Derivative Financial Instrume40
Derivative Financial Instruments - Cash Payments on Derivative Settlements, Net Included within Net Cash Provided by Operating Activities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2014USD ($) | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Cash payments on derivative settlements, net | $ 4,670 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
8.50% Senior Notes | $ 900,000 | $ 900,000 |
Debt premiums, net of amortization | 12,437 | 13,057 |
Revolving bank credit facility | 514,000 | 447,000 |
Total long-term debt | 1,426,437 | 1,360,057 |
Long-term debt, less current maturities | $ 1,426,437 | $ 1,360,057 |
Long-Term Debt - Long-Term De42
Long-Term Debt - Long-Term Debt (Parenthetical) (Details) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Senior notes interest rate | 8.50% | |
8.50% Senior Notes, due June 2019 | ||
Debt Instrument [Line Items] | ||
Senior notes interest rate | 8.50% | 8.50% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Apr. 23, 2015 | Mar. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Debt Instrument [Line Items] | |||||
Senior notes interest rate | 8.50% | ||||
8.50% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Senior notes interest rate | 8.50% | 8.50% | |||
Senior notes payment terms | semi-annually in arrears on June 15 and December 15 | ||||
Effective interest rate | 8.40% | 8.40% | |||
Senior notes maturity date | Jun. 15, 2019 | ||||
Revolving Bank Credit Facility Due November 2018 | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate | 3.20% | ||||
Credit agreement expiration date | Nov. 8, 2018 | ||||
Letters of credit outstanding | $ 600,000 | $ 600,000 | |||
Revolving bank credit facility maximum lender commitment | 750,000,000 | ||||
Line of credit, borrowing availability | $ 235,400,000 | ||||
Revolving Bank Credit Facility Due November 2018 | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Credit agreement expiration date | Nov. 8, 2018 | ||||
Revolving bank credit facility borrowing base | $ 600,000,000 | $ 600,000,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Mar. 31, 2015 |
Fair Value Disclosures [Abstract] | |
Senior notes interest rate | 8.50% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Derivatives Financial Instruments and Long-Term Senior Notes (Details) - Fair Value, Inputs, Level 2 - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
8.50% Senior Notes | $ 555,750 | $ 594,000 |
Revolving bank credit facility | $ 514,000 | $ 447,000 |
Fair Value Measurements - Sch46
Fair Value Measurements - Schedule of Fair Value of Derivatives Financial Instruments and Long-Term Senior Notes (Parenthetical) (Details) | Mar. 31, 2015 |
Fair Value Disclosures [Abstract] | |
Senior notes interest rate | 8.50% |
Share-Based Compensation and 47
Share-Based Compensation and Cash-Based Incentive Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock available for award under plans | 4,752,766 | 4,752,766 | ||||
Directors Compensation Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares granted | 0 | |||||
Common stock available for award under plans | 500,564 | 500,564 | ||||
Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares granted | 0 | |||||
Performance based awards, percentage | 100.00% | 100.00% | ||||
Number of shares forfeited | 49,541 | |||||
Number of shares vested | 0 | 0 | ||||
Expected volatility, minimum | 30.00% | |||||
Expected volatility, maximum | 63.00% | |||||
Shares granted, grant date fair value | $ 19.4 | |||||
Unrecognized share-based compensation expense | $ 13.7 | $ 13.7 | ||||
Recognition period for unrecognized compensation expense | 2016-11 | |||||
Restricted Stock Units (RSUs) | London Interbank Offered Rate (LIBOR) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Risk-free interest rate, minimum | 0.27% | |||||
Risk-free interest rate, maximum | 0.91% | |||||
Restricted Stock Units (RSUs) | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Expected dividend yield | 0.00% | |||||
Correlation of movement of total shareholder return | (84.00%) | |||||
Restricted Stock Units (RSUs) | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Expected dividend yield | 3.10% | |||||
Correlation of movement of total shareholder return | 95.00% | |||||
CEO's 2014 Award | Chief Executive Officer | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, price per share | $ 14.66 | $ 14.66 | ||||
Number of shares issued | 37,316 | |||||
Performance based awards, percentage | 100.00% | |||||
CEO's 2013 Award | Chief Executive Officer | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, price per share | $ 14.84 | $ 14.84 | ||||
Number of shares issued | 42,547 | |||||
Performance based awards, percentage | 100.00% | |||||
Restricted Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares granted | 0 | 0 | ||||
Number of shares forfeited | 0 | 0 | ||||
Number of shares vested | 0 | 0 | ||||
Unrecognized share-based compensation expense | $ 0.4 | $ 0.4 | ||||
Recognition period for unrecognized compensation expense | 2017-04 |
Share-Based Compensation and 48
Share-Based Compensation and Cash-Based Incentive Compensation - Outstanding Restricted Shares Issued to Non-employee Directors (Details) - Restricted Shares | Mar. 31, 2015shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Awards expected to vest by period | 43,210 |
2,015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Awards expected to vest by period | 21,520 |
2,016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Awards expected to vest by period | 15,420 |
2,017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Awards expected to vest by period | 6,270 |
Share-Based Compensation and 49
Share-Based Compensation and Cash-Based Incentive Compensation - Summary of Share Activity Related to Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2015$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested, beginning of period | shares | 1,977,335 |
Forfeited | shares | (49,541) |
Nonvested, end of period | shares | 1,927,794 |
Weighted Average Grant Date Value, Beginning of period | $ 15.29 |
Weighted Average Grant Date Fair Value, Forfeited | 15.20 |
Weighted Average Grant Date Value, End of period | $ 15.29 |
Share-Based Compensation and 50
Share-Based Compensation and Cash-Based Incentive Compensation - Schedule of Restricted Stock Units Outstanding (Details) - Restricted Stock Units (RSUs) - shares | Mar. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards expected to vest by period | 1,927,794 | 1,977,335 | |
2015 | Restricted Stock Units subject to service requirements | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards expected to vest by period | 739,620 | ||
2015 | Restricted Stock Units subject to service and other requirements | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards expected to vest by period | [1] | 87,701 | |
2016 | Restricted Stock Units subject to service requirements | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards expected to vest by period | 1,100,473 | ||
[1] | In addition to service requirements, these RSUs are also subject to TSR performance requirements not yet measureable, with awards ranging from 0% to 200% of amounts granted. |
Share-Based Compensation and 51
Share-Based Compensation and Cash-Based Incentive Compensation - Schedule of Restricted Stock Units Outstanding (Parenthetical) (Details) - Restricted Stock Units (RSUs) - 2015 - Restricted Stock Units subject to service and other requirements | 3 Months Ended |
Mar. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted stock units adjustments, percentage | 0.00% |
Restricted stock units adjustments, percentage | 200.00% |
Share-Based Compensation and 52
Share-Based Compensation and Cash-Based Incentive Compensation - Summary of Incentive Compensation Expense under Share-Based Payment Arrangements and Related Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation | $ 2,816 | $ 3,758 |
Tax benefit computed at the statutory rate | 986 | 1,315 |
Restricted Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation | 93 | 99 |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation | 2,817 | 2,537 |
Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation | $ (94) | $ 1,122 |
Share-Based Compensation and 53
Share-Based Compensation and Cash-Based Incentive Compensation - Summary of Incentive Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation charged to operating income | $ 2,816 | $ 3,758 | |
Total charged to operating income | 2,944 | 6,841 | |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation charged to operating income | 2,816 | 3,758 | |
Cash-based incentive compensation charged to operating income | [1] | (233) | 1,781 |
Lease Operating Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Cash-based incentive compensation charged to operating income | $ 361 | $ 1,302 | |
[1] | Adjustments to true up estimates to actual payments resulted in net credit balances to expense for the three months ended March 31, 2015. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Income tax expense (benefit) | $ (103,574) | $ 6,648 |
Effective tax rate | 28.90% | 37.30% |
Federal statutory income tax rate | 35.00% | 35.00% |
Valuation allowance | $ 22,500 | |
Minimum | ||
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Tax years under examination | 2,010 | |
Maximum | ||
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Tax years under examination | 2,014 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Calculation of Basic and Diluted Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net income (loss) | $ (255,095) | $ 11,189 |
Less portion allocated to nonvested shares | 120 | |
Net income (loss) allocated to common shares | $ (255,095) | $ 11,069 |
Weighted average common shares outstanding | 75,857 | 75,556 |
Basic and diluted earnings (loss) per common share | $ (3.36) | $ 0.15 |
Shares excluded due to being anti-dilutive (weighted-average) | 201 |
Dividends - Additional Informat
Dividends - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Equity [Abstract] | ||
Dividends | $ 0 | |
Paid cash dividends, per share | $ 0 | $ 0.10 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 15, 2014 | Dec. 31, 2010 | |
Loss Contingencies [Line Items] | |||||
Underpayment of royalties | $ 30,000 | ||||
Under payment percentage of total royalty payments | 0.0045% | ||||
Statutory fine payment relative to underpayment | $ 2,300,000 | ||||
Loss contingency, range of possible loss, minimum | $ 0 | ||||
Loss contingency, range of possible loss, maximum | $ 32,000,000 | ||||
Insurance claims submitted for removal-of-wreck expenses | $ 42,000,000 | ||||
Notified disallowed amount in reductions taken by ONRR | $ 4,700,000 | ||||
Liberty Mutual Insurance Co | |||||
Loss Contingencies [Line Items] | |||||
Insurance claims received | 5,000,000 | ||||
Revised estimate | |||||
Loss Contingencies [Line Items] | |||||
Insurance claims receivable | 30,000,000 | ||||
Comprehensive General Liability policy | |||||
Loss Contingencies [Line Items] | |||||
Insurance claims received | 1,000,000 | ||||
Energy Package | |||||
Loss Contingencies [Line Items] | |||||
Insurance claims received | 1,000,000 | ||||
Starr Marine | |||||
Loss Contingencies [Line Items] | |||||
Insurance claims received | $ 5,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | May. 05, 2015 | Apr. 23, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Oct. 01, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of outstanding senior notes | $ 900,000 | $ 900,000 | ||||
Scenario Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Revolving bank credit facility borrowing base | $ 550,000 | |||||
Revolving Bank Credit Facility Due November 2018 | ||||||
Subsequent Event [Line Items] | ||||||
Credit agreement expiration date | Nov. 8, 2018 | |||||
Debt instrument annual interest rate percentage | 3.20% | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Borrowings under Credit Agreement margin increase | 0.50% | |||||
Credit facility interest rate description | Borrowings under the Credit Agreement by 50 basis points (0.5%) on an annual basis such that the LIBOR borrowings are subject to applicable margins ranging from 2.25% to 3.25% and alternate base rate borrowings are subject to applicable margins ranging from 1.25% to 2.25%. | |||||
Aggregate principal amount of outstanding senior notes | $ 900,000 | |||||
Line of credit facility description | Following the Amendment, if the Company issues additional unsecured indebtedness in excess of the $900.0 million in aggregate principal amount of existing senior notes or if the Company issues debt that is subordinated in security to the indebtedness secured under the Credit Agreement, the borrowing base then in effect will be reduced by $0.33 for each dollar of such excess until the borrowing base is redetermined. In addition, the borrowing base will be reduced to $550.0 million effective October 1, 2015 irrespective of whether any additional indebtedness is issued. The Amendment also restricts the ability of the Company to make distributions or repurchase the existing senior notes or other permitted indebtedness (i) until June 30, 2016, (ii) if an event of default is continuing or would result from such distribution or (iii) if a borrowing base deficiency is continuing or would result therefrom; provided that the restriction in clause (i) of this sentence does not apply to (A) scheduled payments of interest, principal or redemptions on the Company’s existing senior notes or other permitted additional debt and (B) the redemption or repurchase by the Company of its outstanding senior notes in an aggregate principal amount equal to the aggregate principal amount of any new issuance of senior unsecured notes, provided that any such new notes are not subject to covenants and events of default that are, taken as a whole, materially more restrictive on the Company than its outstanding senior notes and such new notes mature at least six months after the maturity date of the Credit Agreement. | |||||
Reduction of base rate | 33.00% | |||||
Mortgaged collateral requirement | 90.00% | 80.00% | ||||
Percentage of oil and natural gas production to be hedged from June 1, 2015 to Dec. 31, 2015 | 25.00% | |||||
Percentage of oil and natural gas production to be hedged for 2016 | 35.00% | |||||
Subsequent Event | Minimum | First Quarter of 2015 | ||||||
Subsequent Event [Line Items] | ||||||
Current ratio | 75.00% | |||||
Subsequent Event | Minimum | Second Quarter of 2015 | ||||||
Subsequent Event [Line Items] | ||||||
Current ratio | 75.00% | |||||
Subsequent Event | Minimum | Third Quarter of 2015 | ||||||
Subsequent Event [Line Items] | ||||||
Current ratio | 75.00% | |||||
Subsequent Event | Minimum | Fourth Quarter of 2015 | ||||||
Subsequent Event [Line Items] | ||||||
Current ratio | 75.00% | |||||
Subsequent Event | Minimum | Fourth Quarter of 2015 and Thereafter | ||||||
Subsequent Event [Line Items] | ||||||
Current ratio | 100.00% | |||||
Subsequent Event | Minimum | First Quarter of 2015 and Thereafter | ||||||
Subsequent Event [Line Items] | ||||||
Interest coverage ratio | 220.00% | |||||
Subsequent Event | Minimum | London Interbank Offered Rate (LIBOR) | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||
Subsequent Event | Minimum | Alternate Base Rate | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||
Subsequent Event | Maximum | Second Quarter of 2016 | ||||||
Subsequent Event [Line Items] | ||||||
Leverage ratio | 500.00% | |||||
Subsequent Event | Maximum | Third Quarter of 2016 | ||||||
Subsequent Event [Line Items] | ||||||
Leverage ratio | 450.00% | |||||
Subsequent Event | Maximum | Fourth Quarter of 2016 and Thereafter | ||||||
Subsequent Event [Line Items] | ||||||
Leverage ratio | 400.00% | |||||
Subsequent Event | Maximum | First Quarter of 2015 and Thereafter | ||||||
Subsequent Event [Line Items] | ||||||
First lien leverage ratio | 250.00% | |||||
Secured debt leverage ratio | 350.00% | |||||
Subsequent Event | Maximum | London Interbank Offered Rate (LIBOR) | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||
Subsequent Event | Maximum | Alternate Base Rate | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||
Subsequent Event | Revolving Bank Credit Facility Due November 2018 | ||||||
Subsequent Event [Line Items] | ||||||
Revolving bank credit facility borrowing base | $ 600,000 | $ 600,000 | ||||
Credit agreement expiration date | Nov. 8, 2018 | |||||
Aggregate principal amount of outstanding senior notes | $ 900,000 | |||||
Reduction of base rate | 33.00% | |||||
Subsequent Event | Second Lien Term Loan | ||||||
Subsequent Event [Line Items] | ||||||
Revolving bank credit facility borrowing base | $ 500,000 | |||||
Term loan | $ 300,000 | |||||
Debt instrument term | 5 years | |||||
Debt instruments, discount rate | 1.00% | |||||
Debt instrument annual interest rate percentage | 9.00% | |||||
Subsequent Event | Second Lien Term Loan | Chief Executive Officer | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, principal commitment amount | $ 5,000 |
Supplemental Guarantor Inform59
Supplemental Guarantor Information - Additional Information (Details) | Mar. 31, 2015 |
Debt Disclosure [Abstract] | |
Senior notes interest rate | 8.50% |
Percentage of subsidiaries owned | 100.00% |
Supplemental Guarantor Inform60
Supplemental Guarantor Information - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 8,367 | $ 23,666 | $ 20,335 | $ 15,800 |
Receivables: | ||||
Oil and natural gas sales | 46,121 | 67,242 | ||
Joint interest and other | 29,300 | 43,645 | ||
Total receivables | 75,421 | 110,887 | ||
Deferred income taxes | 3,196 | 11,662 | ||
Prepaid expenses and other assets | 18,842 | 36,347 | ||
Total current assets | 105,826 | 182,562 | ||
Property and equipment - at cost: | ||||
Oil and natural gas properties and equipment | 8,133,244 | 8,045,666 | ||
Furniture, fixtures and other | 23,495 | 23,269 | ||
Total property and equipment | 8,156,739 | 8,068,935 | ||
Less accumulated depreciation, depletion and amortization | 5,955,539 | 5,575,078 | ||
Net property and equipment | 2,201,200 | 2,493,857 | ||
Restricted deposits for asset retirement obligations | 15,501 | 15,444 | ||
Other assets | 16,534 | 17,244 | ||
Total assets | 2,339,061 | 2,709,107 | ||
Current liabilities: | ||||
Accounts payable | 128,277 | 194,109 | ||
Undistributed oil and natural gas proceeds | 29,171 | 37,009 | ||
Asset retirement obligations | 16,500 | 36,003 | ||
Accrued liabilities | 28,220 | 17,377 | ||
Total current liabilities | 202,168 | 284,498 | ||
Long-term debt, less current maturities | 1,426,437 | 1,360,057 | ||
Asset retirement obligations, less current portion | 364,723 | 354,565 | ||
Deferred income taxes | 74,875 | 186,988 | ||
Other liabilities | 13,900 | 13,691 | ||
Shareholders’ equity: | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 417,325 | 414,580 | ||
Retained earnings (accumulated deficit) | (136,201) | 118,894 | ||
Treasury stock, at cost | (24,167) | (24,167) | ||
Total shareholders’ equity | 256,958 | 509,308 | ||
Total liabilities and shareholders’ equity | 2,339,061 | 2,709,107 | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 8,367 | 23,666 | $ 20,335 | $ 15,800 |
Receivables: | ||||
Oil and natural gas sales | 27,184 | 41,820 | ||
Joint interest and other | 115,017 | 142,885 | ||
Total receivables | 142,201 | 184,705 | ||
Deferred income taxes | 34,656 | 9,797 | ||
Prepaid expenses and other assets | 14,400 | 28,728 | ||
Total current assets | 199,624 | 246,896 | ||
Property and equipment - at cost: | ||||
Oil and natural gas properties and equipment | 6,058,159 | 6,038,915 | ||
Furniture, fixtures and other | 23,495 | 23,269 | ||
Total property and equipment | 6,081,654 | 6,062,184 | ||
Less accumulated depreciation, depletion and amortization | 4,705,609 | 4,442,899 | ||
Net property and equipment | 1,376,045 | 1,619,285 | ||
Restricted deposits for asset retirement obligations | 15,501 | 15,444 | ||
Other assets | 911,505 | 974,049 | ||
Total assets | 2,502,675 | 2,855,674 | ||
Current liabilities: | ||||
Accounts payable | 122,627 | 188,654 | ||
Undistributed oil and natural gas proceeds | 28,152 | 36,130 | ||
Asset retirement obligations | 10,153 | 30,711 | ||
Accrued liabilities | 28,592 | 17,437 | ||
Total current liabilities | 189,524 | 272,932 | ||
Long-term debt, less current maturities | 1,426,437 | 1,360,057 | ||
Asset retirement obligations, less current portion | 240,943 | 235,876 | ||
Deferred income taxes | 382 | 59,616 | ||
Other liabilities | 388,431 | 417,885 | ||
Shareholders’ equity: | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 417,325 | 414,580 | ||
Retained earnings (accumulated deficit) | (136,201) | 118,894 | ||
Treasury stock, at cost | (24,167) | (24,167) | ||
Total shareholders’ equity | 256,958 | 509,308 | ||
Total liabilities and shareholders’ equity | 2,502,675 | 2,855,674 | ||
Guarantor Subsidiaries | ||||
Receivables: | ||||
Oil and natural gas sales | 18,937 | 25,422 | ||
Total receivables | 18,937 | 25,422 | ||
Deferred income taxes | 1,865 | 1,865 | ||
Prepaid expenses and other assets | 4,442 | 7,619 | ||
Total current assets | 25,244 | 34,906 | ||
Property and equipment - at cost: | ||||
Oil and natural gas properties and equipment | 2,075,085 | 2,006,751 | ||
Total property and equipment | 2,075,085 | 2,006,751 | ||
Less accumulated depreciation, depletion and amortization | 1,249,930 | 1,132,179 | ||
Net property and equipment | 825,155 | 874,572 | ||
Other assets | 316,253 | 349,912 | ||
Total assets | 1,166,652 | 1,259,390 | ||
Current liabilities: | ||||
Accounts payable | 5,650 | 5,455 | ||
Undistributed oil and natural gas proceeds | 1,019 | 879 | ||
Asset retirement obligations | 6,347 | 5,292 | ||
Accrued liabilities | 85,345 | 99,180 | ||
Total current liabilities | 98,361 | 110,806 | ||
Asset retirement obligations, less current portion | 123,780 | 118,689 | ||
Deferred income taxes | 107,818 | 127,372 | ||
Shareholders’ equity: | ||||
Additional paid-in capital | 703,237 | 703,440 | ||
Retained earnings (accumulated deficit) | 133,456 | 199,083 | ||
Total shareholders’ equity | 836,693 | 902,523 | ||
Total liabilities and shareholders’ equity | 1,166,652 | 1,259,390 | ||
Eliminations | ||||
Receivables: | ||||
Joint interest and other | (85,717) | (99,240) | ||
Total receivables | (85,717) | (99,240) | ||
Deferred income taxes | (33,325) | |||
Total current assets | (119,042) | (99,240) | ||
Property and equipment - at cost: | ||||
Other assets | (1,211,224) | (1,306,717) | ||
Total assets | (1,330,266) | (1,405,957) | ||
Current liabilities: | ||||
Accrued liabilities | (85,717) | (99,240) | ||
Total current liabilities | (85,717) | (99,240) | ||
Deferred income taxes | (33,325) | |||
Other liabilities | (374,531) | (404,194) | ||
Shareholders’ equity: | ||||
Additional paid-in capital | (703,237) | (703,440) | ||
Retained earnings (accumulated deficit) | (133,456) | (199,083) | ||
Total shareholders’ equity | (836,693) | (902,523) | ||
Total liabilities and shareholders’ equity | $ (1,330,266) | $ (1,405,957) |
Supplemental Guarantor Inform61
Supplemental Guarantor Information - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Condensed Income Statements Captions [Line Items] | ||
Revenues | $ 127,907 | $ 254,516 |
Operating costs and expenses: | ||
Lease operating expenses | 53,331 | 55,617 |
Production taxes | 637 | 1,992 |
Gathering and transportation | 4,824 | 5,296 |
Depreciation, depletion, amortization and accretion | 125,467 | 123,306 |
Ceiling test write-down of oil and natural gas properties | 260,390 | 0 |
General and administrative expenses | 20,766 | 23,588 |
Derivative loss | 0 | 7,492 |
Total costs and expenses | 465,415 | 217,291 |
Operating income (loss) | (337,508) | 37,225 |
Interest expense: | ||
Incurred | 22,944 | 21,460 |
Capitalized | (1,783) | (2,072) |
Income (loss) before income tax expense (benefit) | (358,669) | 17,837 |
Income tax expense (benefit) | (103,574) | 6,648 |
Net income (loss) | (255,095) | 11,189 |
Parent Company | ||
Condensed Income Statements Captions [Line Items] | ||
Revenues | 82,463 | 143,986 |
Operating costs and expenses: | ||
Lease operating expenses | 37,386 | 39,110 |
Production taxes | 637 | 1,992 |
Gathering and transportation | 2,548 | 3,338 |
Depreciation, depletion, amortization and accretion | 75,152 | 62,431 |
Ceiling test write-down of oil and natural gas properties | 190,695 | |
General and administrative expenses | 12,388 | 11,445 |
Derivative loss | 7,492 | |
Total costs and expenses | 318,806 | 125,808 |
Operating income (loss) | (236,343) | 18,178 |
Earnings (loss) of affiliates | (65,627) | 12,451 |
Interest expense: | ||
Incurred | 22,230 | 20,679 |
Capitalized | (1,069) | (1,291) |
Income (loss) before income tax expense (benefit) | (323,131) | 11,241 |
Income tax expense (benefit) | (68,036) | 52 |
Net income (loss) | (255,095) | 11,189 |
Guarantor Subsidiaries | ||
Condensed Income Statements Captions [Line Items] | ||
Revenues | 45,444 | 110,530 |
Operating costs and expenses: | ||
Lease operating expenses | 15,945 | 16,507 |
Gathering and transportation | 2,276 | 1,958 |
Depreciation, depletion, amortization and accretion | 50,315 | 60,875 |
Ceiling test write-down of oil and natural gas properties | 69,695 | |
General and administrative expenses | 8,378 | 12,143 |
Total costs and expenses | 146,609 | 91,483 |
Operating income (loss) | (101,165) | 19,047 |
Interest expense: | ||
Incurred | 714 | 781 |
Capitalized | (714) | (781) |
Income (loss) before income tax expense (benefit) | (101,165) | 19,047 |
Income tax expense (benefit) | (35,538) | 6,596 |
Net income (loss) | (65,627) | 12,451 |
Eliminations | ||
Operating costs and expenses: | ||
Earnings (loss) of affiliates | 65,627 | (12,451) |
Interest expense: | ||
Income (loss) before income tax expense (benefit) | 65,627 | (12,451) |
Net income (loss) | $ 65,627 | $ (12,451) |
Supplemental Guarantor Inform62
Supplemental Guarantor Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities: | ||
Net income (loss) | $ (255,095) | $ 11,189 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion, amortization and accretion | 125,467 | 123,306 |
Ceiling test write-down of oil and natural gas properties | 260,390 | 0 |
Amortization of debt issuance costs and premium | 156 | 187 |
Share-based compensation | 2,816 | 3,758 |
Derivative loss | 0 | 7,492 |
Cash payments on derivative settlements | (4,670) | |
Deferred income taxes | (103,574) | 6,645 |
Changes in operating assets and liabilities: | ||
Oil and natural gas receivables | 21,121 | 2,815 |
Joint interest and other receivables | 14,533 | 2,286 |
Income taxes | (325) | (35) |
Prepaid expenses and other assets | 17,246 | 2,709 |
Asset retirement obligation settlements | (19,554) | (16,342) |
Accounts payable, accrued liabilities and other | (10,263) | (3,285) |
Net cash provided by operating activities | 52,918 | 136,055 |
Investing activities: | ||
Investment in oil and natural gas properties and equipment | (82,765) | (95,067) |
Changes in operating assets and liabilities associated with investing activities | (52,176) | (17,565) |
Purchases of furniture, fixtures and other | (226) | (260) |
Net cash used in investing activities | (135,167) | (112,892) |
Financing activities: | ||
Borrowings of long-term debt - revolving bank credit facility | 82,000 | 92,000 |
Repayments of long-term debt - revolving bank credit facility | (15,000) | (103,000) |
Dividends to shareholders | (7,563) | |
Other | (50) | (65) |
Net cash provided by (used in) financing activities | 66,950 | (18,628) |
Increase (decrease) in cash and cash equivalents | (15,299) | 4,535 |
Cash and cash equivalents, beginning of period | 23,666 | 15,800 |
Cash and cash equivalents, end of period | 8,367 | 20,335 |
Parent Company | ||
Operating activities: | ||
Net income (loss) | (255,095) | 11,189 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion, amortization and accretion | 75,152 | 62,431 |
Ceiling test write-down of oil and natural gas properties | 190,695 | |
Amortization of debt issuance costs and premium | 156 | 187 |
Share-based compensation | 2,816 | 3,758 |
Derivative loss | 7,492 | |
Cash payments on derivative settlements | (4,670) | |
Deferred income taxes | (83,649) | 15,335 |
Earnings (loss) of affiliates | 65,627 | (12,451) |
Changes in operating assets and liabilities: | ||
Oil and natural gas receivables | 14,636 | 4,020 |
Joint interest and other receivables | 14,533 | 2,286 |
Income taxes | 15,287 | (15,321) |
Prepaid expenses and other assets | (21,690) | (58,791) |
Asset retirement obligation settlements | (19,122) | (8,878) |
Accounts payable, accrued liabilities and other | (40,260) | 86,795 |
Net cash provided by operating activities | (40,914) | 93,382 |
Investing activities: | ||
Investment in oil and natural gas properties and equipment | (18,750) | (71,636) |
Changes in operating assets and liabilities associated with investing activities | (22,562) | 6,316 |
Investment in subsidiary | 203 | (4,639) |
Purchases of furniture, fixtures and other | (226) | (260) |
Net cash used in investing activities | (41,335) | (70,219) |
Financing activities: | ||
Borrowings of long-term debt - revolving bank credit facility | 82,000 | 92,000 |
Repayments of long-term debt - revolving bank credit facility | (15,000) | (103,000) |
Dividends to shareholders | (7,563) | |
Other | (50) | (65) |
Net cash provided by (used in) financing activities | 66,950 | (18,628) |
Increase (decrease) in cash and cash equivalents | (15,299) | 4,535 |
Cash and cash equivalents, beginning of period | 23,666 | 15,800 |
Cash and cash equivalents, end of period | 8,367 | 20,335 |
Guarantor Subsidiaries | ||
Operating activities: | ||
Net income (loss) | (65,627) | 12,451 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion, amortization and accretion | 50,315 | 60,875 |
Ceiling test write-down of oil and natural gas properties | 69,695 | |
Deferred income taxes | (19,925) | (8,690) |
Changes in operating assets and liabilities: | ||
Oil and natural gas receivables | 6,485 | (1,205) |
Income taxes | (15,612) | 15,286 |
Prepaid expenses and other assets | 68,599 | (29,717) |
Asset retirement obligation settlements | (432) | (7,464) |
Accounts payable, accrued liabilities and other | 334 | 1,137 |
Net cash provided by operating activities | 93,832 | 42,673 |
Investing activities: | ||
Investment in oil and natural gas properties and equipment | (64,015) | (23,431) |
Changes in operating assets and liabilities associated with investing activities | (29,614) | (23,881) |
Net cash used in investing activities | (93,629) | (47,312) |
Financing activities: | ||
Investment from parent | (203) | 4,639 |
Net cash provided by (used in) financing activities | (203) | 4,639 |
Eliminations | ||
Operating activities: | ||
Net income (loss) | 65,627 | (12,451) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Earnings (loss) of affiliates | (65,627) | 12,451 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (29,663) | 91,217 |
Accounts payable, accrued liabilities and other | 29,663 | (91,217) |
Investing activities: | ||
Investment in subsidiary | (203) | 4,639 |
Net cash used in investing activities | (203) | 4,639 |
Financing activities: | ||
Investment from parent | 203 | (4,639) |
Net cash provided by (used in) financing activities | $ 203 | $ (4,639) |