Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 137,821,744 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 106,164 | $ 70,236 |
Receivables: | ||
Oil and natural gas sales | 39,165 | 43,073 |
Joint interest | 21,877 | 21,885 |
Insurance reimbursement | 30,100 | |
Income taxes | 11,623 | 11,943 |
Total receivables | 72,665 | 107,001 |
Prepaid expenses and other assets (Note 1) | 15,073 | 14,504 |
Total current assets | 193,902 | 191,741 |
Oil and natural gas properties and other, net - at cost: (Note 1) | 555,254 | 547,053 |
Restricted deposits for asset retirement obligations | 25,339 | 27,371 |
Income tax receivables | 52,097 | 52,097 |
Other assets (Note 1) | 60,779 | 11,464 |
Total assets | 887,371 | 829,726 |
Current liabilities: | ||
Accounts payable | 72,197 | 81,039 |
Undistributed oil and natural gas proceeds | 20,084 | 26,254 |
Asset retirement obligations | 29,456 | 78,264 |
Long-term debt | 11,147 | 8,272 |
Accrued liabilities (Note 1) | 26,550 | 9,200 |
Total current liabilities | 159,434 | 203,029 |
Long-term debt: (Note 2) | ||
Principal | 873,733 | 873,733 |
Carrying value adjustments | 108,884 | 138,722 |
Long term debt, less current portion - carrying value | 982,617 | 1,012,455 |
Asset retirement obligations, less current portion | 275,560 | 256,174 |
Other liabilities (Note 1) | 67,031 | 17,105 |
Commitments and contingencies (Note 9) | ||
Shareholders’ deficit: | ||
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; 0 issued at September 30, 2017 and December 31, 2016 | ||
Common stock, $0.00001 par value; 200,000,000 shares authorized; 140,690,917 issued and 137,821,744 outstanding at September 30, 2017 and 140,543,545 issued and 137,674,372 outstanding at December 31, 2016 | 1 | 1 |
Additional paid-in capital | 545,422 | 539,973 |
Retained earnings (deficit) | (1,118,527) | (1,174,844) |
Treasury stock, at cost; 2,869,173 shares at September 30, 2017 and December 31, 2016 | (24,167) | (24,167) |
Total shareholders’ equity (deficit) | (597,271) | (659,037) |
Total liabilities and shareholders’ equity (deficit) | $ 887,371 | $ 829,726 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
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 | 200,000,000 | 200,000,000 |
Common stock, issued | 140,690,917 | 140,543,545 |
Common stock, outstanding | 137,821,744 | 137,674,372 |
Treasury stock, shares | 2,869,173 | 2,869,173 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 110,281 | $ 107,403 | $ 357,997 | $ 284,773 |
Operating costs and expenses: | ||||
Lease operating expenses | 35,134 | 37,520 | 106,817 | 118,611 |
Production taxes | 340 | 482 | 1,304 | 1,378 |
Gathering and transportation | 4,108 | 5,161 | 15,635 | 16,651 |
Depreciation, depletion, amortization and accretion | 36,489 | 51,500 | 116,843 | 172,726 |
Ceiling test write-down of oil and natural gas properties | 57,912 | 279,063 | ||
General and administrative expenses | 15,631 | 12,692 | 45,379 | 45,370 |
Derivative (gain) loss | 2,879 | 412 | (4,765) | 2,861 |
Total costs and expenses | 94,581 | 165,679 | 281,213 | 636,660 |
Operating income (loss) | 15,700 | (58,276) | 76,784 | (351,887) |
Interest expense: | ||||
Incurred | 11,554 | 23,693 | 34,284 | 81,280 |
Capitalized | (75) | (520) | ||
Gain on exchange of debt | 123,960 | 7,811 | 123,960 | |
Other (income) expense, net | (41) | (73) | 5,073 | 1,209 |
Income (loss) before income tax expense (benefit) | 4,187 | 42,139 | 45,238 | (309,896) |
Income tax expense (benefit) | 5,484 | (3,789) | (11,079) | (44,393) |
Net income (loss) | $ (1,297) | $ 45,928 | $ 56,317 | $ (265,503) |
Basic and diluted earnings (loss) per common share | $ (0.01) | $ 0.48 | $ 0.39 | $ (3.25) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Shareholders' Deficit - 9 months ended Sep. 30, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock Outstanding | Additional Paid-In Capital | Retained Earnings (Deficit) | Treasury Stock |
Beginning Balances at Dec. 31, 2016 | $ (659,037) | $ 1 | $ 539,973 | $ (1,174,844) | $ (24,167) |
Beginning Balances (in shares) at Dec. 31, 2016 | 137,674 | 2,869 | |||
Share-based compensation | 5,449 | 5,449 | |||
Share-based compensation (in shares) | 148 | ||||
Net income | 56,317 | 56,317 | |||
Ending Balances at Sep. 30, 2017 | $ (597,271) | $ 1 | $ 545,422 | $ (1,118,527) | $ (24,167) |
Ending Balances (in shares) at Sep. 30, 2017 | 137,822 | 2,869 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Operating activities: | |
Net income (loss) | $ 56,317 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
Depreciation, depletion, amortization and accretion | 116,843 |
Gain on exchange of debt | (7,811) |
Debt issuance costs write-down/amortization of debt items | 1,271 |
Share-based compensation | 5,449 |
Derivative (gain) loss | (4,765) |
Cash receipts on derivative settlements | 3,924 |
Deferred income taxes | 321 |
Changes in operating assets and liabilities: | |
Oil and natural gas receivables | 3,906 |
Joint interest receivables | 8 |
Insurance reimbursements | 31,740 |
Income taxes | 320 |
Prepaid expenses and other assets | 2,194 |
Escrow deposit - Apache lawsuit | (49,500) |
Asset retirement obligation settlements | (56,226) |
Accounts payable, accrued liabilities and other | 26,329 |
Net cash provided by (used in) operating activities | 130,320 |
Investing activities: | |
Investment in oil and natural gas properties and equipment | (79,088) |
Changes in operating assets and liabilities associated with investing activities | 5,679 |
Purchases of furniture, fixtures and other | (905) |
Net cash used in investing activities | (74,314) |
Financing activities: | |
Debt exchange/issuance costs | (421) |
Other | 49 |
Net cash provided by (used in) financing activities | (20,078) |
Increase (decrease) in cash and cash equivalents | 35,928 |
Cash and cash equivalents, beginning of period | 70,236 |
Cash and cash equivalents, end of period | 106,164 |
11.00% 1.5 Lien Term Loan, Due November 2019 | |
Financing activities: | |
Payment of interest | (6,170) |
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | |
Financing activities: | |
Payment of interest | (7,335) |
8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | |
Financing activities: | |
Payment of interest | $ (6,201) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Operations. W&T Offshore, Inc. (with subsidiaries referred to herein as “W&T,” “we,” “us,” “our,” or the “Company”) is an independent oil and natural gas producer with substantially all of its operations offshore in the Gulf of Mexico. The Company is active in the exploration, development and acquisition of oil and natural gas properties. Our interests in fields, leases, structures and equipment are primarily owned by W&T Offshore, Inc. (on a stand-alone basis, the “Parent Company”) and its 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, 2016. 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. Recent Events. The price we receive for our crude oil, natural gas liquids (“NGLs”) and natural gas production directly affects our revenues, profitability, cash flows, liquidity, access to capital, proved reserves and future rate of growth. The average prices of these commodities improved during the nine months ended September 30, 2017 compared to the average prices in the comparable period in 2016. Operating costs were lower for the nine months ended September 30, 2017 on an absolute and on a per barrel oil equivalent (“Boe”) basis compared to the operating costs for the same period in 2016. In September 2016, we consummated the Exchange Transaction, as defined and described below in Note 2, which reduced our interest payments during the nine months ended September 30, 2017 compared to the same period in 2016. In addition, the Exchange Transaction extended the maturities on a portion of our debt, although for a portion of the New Debt, as defined and described below, the maturities of two of the new loans will accelerate if certain events do not transpire. We have continued working to further reduce our operating costs, capital expenditures and costs related to asset retirement obligations (“ARO”). Our 2017 capital expenditure forecast is higher than the capital expenditures incurred during 2016, but it is significantly lower than spending levels incurred during 2015 and 2014. We are in the process of determining our capital expenditure budget for 2018. As of the filing date of this Form 10-Q, the Company is in compliance with its financial assurance obligations to the Bureau of Ocean Energy Management (“BOEM”) and has no outstanding BOEM orders related to financial assurance obligations. During the second quarter of 2017, a trial court judgment was rendered in Apache Corporation’s (“Apache”) lawsuit against us. As a result, we deposited $49.5 million with the registry of the court from cash on hand as a first step to allow us to appeal the decision. See Note 9 for additional information. We have assessed our financial condition, the current capital markets and options given different scenarios of commodity prices. We believe we will have adequate liquidity to fund our operations through December 2018, the period of assessment to qualify as a going concern. However, we cannot predict the potential changes in commodity prices or future bonding requirements, either of which could affect our operations, liquidity levels and compliance with debt covenants. See our Annual Report on Form 10-K for the year ended December 31, 2016 concerning risks related to our business and events occurring during 2016 and other information and the Notes herein for additional information. Prepaid Expenses and Other Assets. The amounts recorded in Prepaid expenses and other assets are expected to be realized within one year. The major categories are presented in the following table (in thousands): September 30, December 31, 2017 2016 Derivative assets (1) $ 1,155 $ — Prepaid/accrued insurance 3,346 2,924 Surety bond unamortized premiums 1,689 2,462 Prepaid deposits related to royalties 6,455 6,237 Other 2,428 2,881 Prepaid expenses and other assets $ 15,073 $ 14,504 (1) Includes open and closed (and not settled) derivative commodity contracts recorded at fair value. Oil and Natural Gas Properties and Other, Net – at cost. September 30, December 31, 2017 2016 Oil and natural gas properties and equipment $ 8,043,823 $ 7,932,504 Furniture, fixtures and other 21,803 20,898 Total property and equipment 8,065,626 7,953,402 Less accumulated depreciation, depletion and amortization 7,510,372 7,406,349 Oil and natural gas properties and other, net $ 555,254 $ 547,053 Accrued Liabilities. The major categories recorded in Accrued liabilities are presented in the following table (in thousands): September 30, December 31, 2017 2016 Accrued interest $ 15,037 $ 4,189 Accrued salaries/payroll taxes/benefits 7,152 2,777 Other 4,361 2,234 Total accrued liabilities $ 26,550 $ 9,200 Other Assets (long-term). The major categories recorded in Other assets are presented in the following table (in thousands): September 30, December 31, 2017 2016 Escrow deposit - Apache lawsuit $ 49,500 $ — Appeal bond deposits 6,925 6,925 Other 4,354 4,539 Total other assets $ 60,779 $ 11,464 Other Liabilities (long-term). The major categories recorded in Other liabilities are presented in the following table (in thousands): September 30, December 31, 2017 2016 Apache lawsuit $ 49,500 $ — Uncertain tax positions including interest/penalties 10,905 10,584 Other 6,626 6,521 Total other liabilities (long-term) $ 67,031 $ 17,105 Recent Accounting Developments. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Summary and Amendments That Create Revenue from Contracts and Customers (Subtopic 606) . ASU 2014-09 amends and replaces current revenue recognition requirements, including most industry-specific guidance. The revised guidance establishes a five step approach to be utilized in determining when, and if, revenue should be recognized. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017. Upon application, an entity may elect one of two methods, either restatement of prior periods presented or recording a cumulative adjustment in the initial period of application (modified retrospective approach). Our current intention is to adopt the standard utilizing the modified retrospective approach. Our evaluation to date is that the adoption of ASU 2014-09 is not expected to have a material impact on our consolidated financial statements. We have not fully completed our analysis. Our disclosures related to revenue will be modified when the new guidance is effective. ASU 2014-09 will be effective for us in the first quarter of 2018. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases Subtopic 842 In June 2016, the FASB issued Accounting Standards Update No. 2016-13, (“ASU 2016-13”), Financial Instruments – Credit Losses Subtopic 326 In August 2016, the FASB issued Accounting Standards Update No. 2016-15, (“ASU 2016-15”), Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued Accounting Standards Update No. 2016-18, (“ASU 2016-18”), Statement of Cash Flows (Topic 230) – Restricted Cash In August 2017, the FASB issued Accounting Standards Update No. 2017-12, (“ASU 2017-12”), Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 2. Long-Term Debt The components of our long-term debt are presented in the following table (in thousands): September 30, 2017 December 31, 2016 Adjustments to Adjustments to Carrying Carrying Carrying Carrying Principal Value (1) Value Principal Value (1) Value 11.00% 1.5 Lien Term Loan, due November 2019: Principal $ 75,000 $ — $ 75,000 $ 75,000 $ — $ 75,000 Future interest payments — 17,652 17,652 — 23,823 23,823 Subtotal 75,000 17,652 92,652 75,000 23,823 98,823 9.00 % Second Lien Term Loan, due May 2020: 300,000 — 300,000 300,000 — 300,000 9.00%/10.75% Second Lien PIK Toggle Notes, due May 2020: Principal 163,007 — 163,007 163,007 — 163,007 Future payments-in-kind — 14,506 14,506 — 24,048 24,048 Future interest payments — 34,873 34,873 — 36,850 36,850 Subtotal 163,007 49,379 212,386 163,007 60,898 223,905 8.50%/10.00% Third Lien PIK Toggle Notes, due June 2021: Principal 145,897 — 145,897 145,897 — 145,897 Future payments-in-kind — 18,618 18,618 — 26,844 26,844 Future interest payments — 38,682 38,682 — 40,705 40,705 Subtotal 145,897 57,300 203,197 145,897 67,549 213,446 8.50% Unsecured Senior Notes, due June 2019 189,829 — 189,829 189,829 — 189,829 Debt premium, discount, issuance costs, net of amortization — (4,300 ) (4,300 ) — (5,276 ) (5,276 ) Total long-term debt 873,733 120,031 993,764 873,733 146,994 1,020,727 Current maturities of long-term debt (2) — 11,147 11,147 — 8,272 8,272 Long term debt, less current maturities $ 873,733 $ 108,884 $ 982,617 $ 873,733 $ 138,722 $ 1,012,455 (1) Future interest payments and future payments-in-kind (“PIK”) are recorded on an undiscounted basis. (2) Future interest payments on the 1.5 Lien Term Loan and Second Lien PIK Toggle Notes due within twelve months. Exchange Transaction On September 7, 2016, we consummated a transaction whereby we exchanged approximately $710.2 million in aggregate principal amount, or 79%, of our 8.500% Senior Notes, due June 15, 2019 (the “Unsecured Senior Notes”) for: (i) $159.8 million in aggregate principal amount of 9.00%/10.75% Senior Second Lien PIK Toggle Notes, due May 15, 2020, (the “Second Lien PIK Toggle Notes”); (ii) $142.0 million in aggregate principal amount of 8.50%/10.00% Senior Third Lien PIK Toggle Notes, due June 15, 2021, (the “Third Lien PIK Toggle Notes”); and (iii) 60.4 million shares of our common stock (collectively, the “Debt Exchange”). At the same time on closing on the Debt Exchange, we closed on a $75.0 million, 11.00% 1.5 Lien Term Loan, due November 15, 2019, (the “1.5 Lien Term Loan”) with the largest holder of our Unsecured Senior Notes (collectively with the Debt Exchange, the “Exchange Transaction”). We accounted for the Exchange Transaction as a Troubled Debt Restructuring pursuant to the guidance under Accounting Standard Codification 470-60, Troubled Debt Restructuring A gain of $124.0 million was initially recognized related to the Exchange Transaction for the three and nine month periods ended September 30, 2016. Under ASC 470-60, a gain was recognized as the sum of (i) the future undiscounted payments (principal and interest) related to the New Debt, (ii) the fair value of the common stock issued and (iii) deal transaction costs of $18.9 million was less than the sum of (iv) the carrying value of the Unsecured Senior Notes exchanged and (v) the funds received from the 1.5 Lien Term Loan. The shares of common stock issued were valued at $1.76 per share, which was the closing price on September 7, 2016. The effect on basic and diluted earnings per share for the three and nine months ended September 30, 2016 was $1.33 per share and $1.52 per share, respectively, which assumes the gain would not affect our income tax benefit for either time period. The funds received from the 1.5 Lien Term Loan were used to pay transaction costs related to the Exchange Transaction and to pay down borrowings on the revolving bank credit facility. The balance of the borrowings on the revolving bank credit facility was paid down from available cash. During the second quarter of 2017, interest on the Second Lien PIK Toggle Notes and the Third Lien PIK Toggle Notes was paid in cash rather than in kind. As a result of the cash interest payment, an $8.2 million net reduction was recorded to long-term debt on the Condensed Consolidated Balance Sheet and the offset to Gain on exchange of debt Gain on exchange of debt The primary terms of our long-term debt following the Exchange Transaction are described below. Credit Agreement The Fifth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), provides a revolving bank credit facility. The primary items of the Credit Agreement are as follows, with certain terms defined under the Credit Agreement: • The borrowing base is $150.0 million. • Letters of credit may be issued in amounts up to $150.0 million, provided availability under the revolving bank credit facility exists. • The First Lien Leverage Ratio limit is 2.00 to 1.00. • The Current Ratio must be greater than 1.00 to 1.00. • We are required to have deposit accounts only with banks under the Credit Agreement with certain exceptions. • We may not have unrestricted cash balances above $35.0 million if outstanding balances on the revolving bank credit agreement (including letters of credit) are greater than $5.0 million. • Borrowings primarily are executed as Eurodollar Loans, and the applicable margins range from 3.00% to 4.00%. • The commitment fee is 50 basis points for all levels of utilization. • The Credit Agreement terminates on November 8, 2018. Availability under our revolving bank credit 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. The 2017 spring redetermination reaffirmed the borrowing base amount of $150.0 million. Any redetermination by our lenders to change our borrowing base will result in a similar change in the availability under our revolving bank credit facility. The revolving bank credit facility is secured and is collateralized by a first priority lien on substantially all of our oil and natural gas properties. The Credit Agreement contains various customary covenants for certain financial tests, as defined in the Credit Agreement and are measured as of the end of each quarter, and for customary events of default. The customary events of default include: (i) nonpayment of principal when due or nonpayment of interest or other amounts within three business days of when due; (ii) bankruptcy or insolvency with respect to the Company or any of its subsidiaries guaranteeing borrowings under the revolving bank credit facility; or (iii) a change of control. The Credit Agreement contains cross-default clauses with the other long-term debt agreements, and such agreements contain similar cross-default clauses with the Credit Agreement. We were in compliance with all applicable covenants of the Credit Agreement as of September 30, 2017. As of September 30, 2017 and December 31, 2016, we did not have any borrowings outstanding and had $0.3 million and $0.5 million, respectively, of letters of credit outstanding under the revolving bank credit facility. Availability as of September 30, 2017 was $149.7 million. 1.5 Lien Term Loan As part of the Exchange Transaction, we entered into the 1.5 Lien Term Loan on September 7, 2016 with a maturity date of November 15, 2019. The maturity date will accelerate to February 28, 2019 if the remaining Unsecured Senior Notes have not been extended, renewed, refunded, defeased, discharged, replaced or refinanced by February 28, 2019. Interest accrues at 11.00% per annum and is payable quarterly in cash. The holder of the 1.5 Lien Term Loan was the largest holder of our Unsecured Senior Notes prior to the Exchange Transaction. The 1.5 Lien Term Loan is secured by a 1.5 priority lien on all of our assets pledged under the Credit Agreement. The lien securing the 1.5 Lien Term Loan is subordinate to the liens securing the Credit Agreement and has priority above the liens securing the Second Lien Term Loan (defined below), the Second Lien PIK Toggle Notes and the Third Lien PIK Toggle Notes. All future undiscounted cash flows have been included in the carrying value under ASC 470-60. Current maturities of long-term debt include the cash interest payable for the 1.5 Lien Term Loan payable in the next 12 months. The 1.5 Lien Term Loan contains various covenants that limit, among other things, our ability to: (i) pay cash dividends; (ii) repurchase our common stock; (iii) sell our assets; (iv) make certain loans or investments; (v) merge or consolidate; (vi) enter into certain liens; (vii) create liens that secure debt; and (viii) enter into transactions with affiliates. We were in compliance with all applicable covenants as of September 30, 2017. Second Lien Term Loan In May 2015, we entered into the 9.00% Term Loan (the “Second Lien Term Loan”), which bears an annual interest rate of 9.00%. The Second Lien Term Loan was issued at a 1.0% discount to par, matures on May 15, 2020 and is recorded at its carrying value consisting of principal, unamortized discount and unamortized debt issuance costs. Interest on the Second Lien Term Loan is payable in arrears semi-annually on May 15 and November 15. The estimated annual effective interest rate on the Second Lien Term Loan is 9.6%, which includes amortization of debt issuance costs and discounts. The Second Lien Term Loan is secured by a second-priority lien on all of our assets that are secured under the Credit Agreement. The Second Lien Term Loan is effectively subordinate to the Credit Agreement and the 1.5 Lien Term Loan (discussed above) and is effectively pari passu Second Lien PIK Toggle Notes As part of the Exchange Transaction, we issued Second Lien PIK Toggle Notes on September 7, 2016 with a maturity date of May 15, 2020. Cash interest accrues at 9.00% per annum and is payable on May 15 and November 15 of each year. The Second Lien PIK Toggle Notes contain provisions whereby certain semi-annual interest is added to the principal amount through payment-in-kind instead of being paid in cash in the then current semi-annual period. For the initial interest period ending November 15, 2016, interest could only be paid-in-kind at the annual rate of 10.75%. For interest periods through March 7, 2018, if we so elect, we have the option to pay all or a portion of interest in kind at a rate of 10.75% per annum. For the six month interest period ending May 15, 2017, we paid the interest payment in cash rather than using the payment-in-kind provision. The Second Lien PIK Toggle Notes are secured by a second-priority lien on all of our assets that are pledged under the Credit Agreement. The Second Lien PIK Toggle Notes are effectively subordinate to the Credit Agreement and the 1.5 Lien Term Loan (discussed above) and are effectively pari passu Third Lien PIK Toggle Notes As part of the Exchange Transaction, we issued Third Lien PIK Toggle Notes on September 7, 2016 with a maturity date of June 15, 2021. The maturity date will accelerate to February 28, 2019 if the remaining Unsecured Senior Notes have not been extended, renewed, refunded, defeased, discharged, replaced or refinanced by February 28, 2019. Cash interest accrues at 8.50% per annum and is payable on June 15 and December 15 of each year. The Third Lien PIK Toggle Notes contain interest provisions whereby certain semi-annual interest is added to the principal amount through payment-in-kind instead of being paid in cash in the then current semi-annual period. For the initial interest period ending December 15, 2016, interest could only be paid in kind at the annual rate of 10.00%. For interest periods through September 7, 2018, if we so elect, we have the option to pay all or a portion of interest in kind at a rate of 10.00% per annum. For the six month interest period ending June 15, 2017, we paid the interest payment in cash rather than using the payment-in-kind provision. The Third Lien PIK Toggle Notes are secured by a third-priority lien on all of our assets that are secured under the Credit Agreement. The Third Lien PIK Toggle Notes are effectively subordinate to the Second Lien Term Loan and the Second Lien PIK Toggle Notes. For purposes of determining the carrying amount under ASC 470-60, we anticipate the remaining eligible interest payments will be paid in kind versus paid in cash. When the PIK option is utilized, the principal amount of the notes increases. The Third Lien PIK Toggle Notes contain covenants that restrict our ability and the ability of certain of our subsidiaries to: (i) incur additional debt; (ii) make payments or distributions on account of our or our restricted subsidiaries’ capital stock; (iii) sell assets; (iv) restrict dividends or other payments of our restricted subsidiaries; (v) create liens that secure debt; (vi) enter into transactions with affiliates and (vii) merge or consolidate with another company. We were in compliance with all applicable covenants as of September 30, 2017. Unsecured Senior Notes Our outstanding Unsecured Senior Notes, which bear an annual interest rate of 8.50% and mature on June 15, 2019, were recorded at their carrying value, which includes unamortized debt premium and unamortized debt issuance costs. Interest on the Unsecured Senior Notes is payable semi-annually in arrears on June 15 and December 15. The estimated annual effective interest rate on the Unsecured Senior Notes is 8.3%, which includes amortization of premiums and debt issuance costs. The Unsecured Senior Notes contain covenants that restrict our ability and the ability of certain of our subsidiaries to: (i) incur additional debt; (ii) make payments or distributions on account of our or our restricted subsidiaries’ capital stock; (iii) sell assets; (iv) restrict dividends or other payments of our restricted subsidiaries; (v) create liens that secure debt; (vi) enter into transactions with affiliates and (vii) merge or consolidate with another company. We were in compliance with all applicable covenants as of September 30, 2017. For information about fair value measurements for our long-term debt, refer to Note 3. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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, credit risk and published commodity futures prices. The fair value of the 1.5 Lien Term Loan was estimated using the carrying value of the principal as no market has developed and the holder of the 1.5 Lien Term Loan was the largest holder of our Unsecured Senior Notes prior to the Exchange Transaction. The fair values of our Second Lien Term Loan, Second Lien PIK Toggle Notes, Third Lien PIK Toggle Notes and Unsecured Senior Notes were based on quoted prices, although the market is not an active market; therefore, the fair value is classified within Level 2. The following table presents the fair value of our open derivatives and long-term debt, all of which are classified as Level 2 within the valuation hierarchy (in thousands): September 30, 2017 December 31, 2016 Assets Liabilities Assets Liabilities Derivatives - open contracts $ 841 $ — $ — $ — 11.00% 1.5 Term Loan, due November 2019 (1) — 75,000 — 75,000 9.00% Second Lien Term Loan, due May 2020 (1) — 267,000 — 255,000 9.00%/10.75% Second Lien PIK Toggle Notes, due May 2020 (1) — 143,446 — 122,255 8.50%/10.00% Third Lien PIK Toggle Notes, due June 2021 (1) — 106,505 — 80,243 8.50% Unsecured Senior Notes, due June 2019 (1) — 167,050 — 123,389 (1) The long-term debt items are reported on the Condensed Consolidated Balance Sheets at their carrying value as described in Note 2. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 4. 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. A summary of the changes to our ARO is as follows (in thousands): Balance, December 31, 2016 $ 334,438 Liabilities settled (56,226 ) Accretion of discount 12,820 Revisions of estimated liabilities (1) 13,984 Balance, September 30, 2017 305,016 Less current portion 29,456 Long-term $ 275,560 (1) Revisions were primarily related to changes from sustained casing pressure at four fields. Wells that experience sustained casing pressure require more days and greater work scope to complete the abandonment project. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 5. Derivative Financial Instruments Our market risk exposure relates primarily to commodity prices and, from time to time, we use various derivative instruments to manage our exposure to this commodity price risk from sales of our oil and natural gas. All of the derivative counterparties are also lenders or affiliates of lenders participating in our revolving bank credit facility. We are exposed to credit loss in the event of nonperformance by the derivative counterparties; however, we currently anticipate that each of our derivative counterparties will be able to fulfill their contractual obligations. Additional collateral is not required by us due to the derivative counterparties’ collateral rights as lenders, and we do not require collateral from our derivative counterparties. 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 periods presented. The cash flows of all of our commodity derivative contracts are included in Net cash provided by operating activities For information about fair value measurements, refer to Note 3. Commodity Derivatives As of September 30, 2017, we had open crude oil and natural gas derivative contracts for a portion of our anticipated future production for the remainder of 2017. These contracts were entered into during the first quarter of 2017. For crude oil, we entered into two types of contracts. The first type is a swap contract, where we either receive or pay depending on whether the crude oil price is below or above the contract price. The second type is known as “two-way collar” consisting of a purchased put option and a sold call option. These two-way collars provide price risk protection if commodity prices fall below certain levels, but may limit incremental income from favorable price movements above certain limits. The crude oil contracts are based on West Texas Intermediate (“WTI”) crude oil prices as quoted off the New York Mercantile Exchange (“NYMEX”). For natural gas, we entered into “two-way collar” contracts. The natural gas contracts are based on Henry Hub natural gas prices as quoted off the NYMEX. The strike prices of both the oil and natural gas two-way collar contracts were set so that the contracts were premium neutral (“costless”), which means no net premiums were paid to or received from a counterparty. Settlement occurs monthly using the per day notional quantity. As of December 31, 2016, we did not have any open derivative contracts. As of September 30, 2017, our open commodity derivative contracts were as follows: Crude Oil: Swap, Priced off WTI (NYMEX) Notional (1) Notional (1) Quantity Quantity Strike Termination Period (Bbls/day) (Bbls) Price 2017 4th Quarter 1,000 92,000 $ 55.25 Crude Oil: Two-way collars, Priced off WTI (NYMEX) Notional (1) Notional (1) Weighted Average Contract Price Quantity Quantity Put Option Call Option Termination Period (Bbls/day) (Bbls) (Bought) (Sold) 2017 4th Quarter 4,000 368,000 $ 50.00 $ 60.15 Natural Gas: Two-way collars, Priced off Henry Hub (NYMEX) Notional (1) Notional (1) Weighted Average Contract Price Quantity Quantity Put Option Call Option Termination Period (MMBtu's/day) (MMBtu's) (Bought) (Sold) 2017 4th Quarter (2) 30,000 1,830,000 $ 3.07 $ 3.96 (1) Volume Measurements: Bbls – barrelsMMBtu’s – million British Thermal Units. (2) The natural gas derivative contracts are priced and closed in the last week prior to the related production month. Natural gas derivative contracts related to October 2017 production were priced and closed in September 2017 and are not included in the above table as these were not open derivative contracts as of September 30, 2017 . Our open and closed (not settled) commodity derivative contracts were recorded within the line Prepaid expenses and other assets September 30, December 31, 2017 2016 Open contracts $ 841 $ — Closed contracts - not settled 314 — Total contracts $ 1,155 $ — Changes in the fair value and settlements of our commodity derivative contracts were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Derivative (gain) loss $ 2,879 $ 412 $ (4,765 ) $ 2,861 Cash receipts, net, on commodity derivative contract settlements are included within Net cash provided by (used in) operating activities Nine Months Ended September 30, 2017 2016 Cash receipts on derivative settlements, net $ 3,924 $ 4,746 Offsetting Commodity Derivatives All our commodity derivative contracts permit netting of derivative gains and losses upon settlement. In general, the terms of the contracts provide for offsetting of amounts payable or receivable between us and the counterparty, at the election of both parties, for transactions that occur on the same date and in the same commodity. If an event of default were to occur causing an acceleration of payment under our revolving bank credit facility, that event may also trigger an acceleration of settlement of our derivative instruments. If we were required to settle all of our open derivative contracts, we would be able to net payments and receipts per counterparty pursuant to the derivative contracts. Although our derivative contracts allow for netting, which would allow for recording assets and liabilities per counterparty on a net basis, we have historically accounted for our derivative contracts on a gross basis per contract as either an asset or liability. |
Share-Based Compensation and Ca
Share-Based Compensation and Cash-Based Incentive Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation and Cash-Based Incentive Compensation | 6. Share-Based Compensation and Cash-Based Incentive Compensation Awards to Employees. 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, May 2016 and May 2017. The May 2017 amendment increased the number of shares available in the Plan by 7,700,000 shares. As allowed by the Plan, during the nine months ended September 30, 2017 and the years 2016 and 2015, the Company granted restricted stock units (“RSUs”) to certain of its employees. RSUs are a long-term compensation component of the Plan, which are granted to certain employees, and are subject to adjustments at the end of the applicable performance period based on the results 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 typically based on the Company and the employee achieving certain pre-defined performance criteria. As of September 30, 2017, there were 14,633,337 shares of common stock available for issuance in satisfaction of awards under the Plan. The shares available for issuance are reduced when RSUs are settled in shares of common stock, net of withholding tax. The Company has the option at vesting to settle RSUs in stock or cash, or a combination of stock and cash. Prior to 2017, only shares of common stock were used to settle vested RSUs. For the nine months ended September 30, 2017, cash was used to settle vested RSUs related to the retirement of an executive officer. The Company plans to settle RSUs that vest in the future using shares of common stock. RSUs currently outstanding related to the 2016 and 2015 grants have been adjusted for performance achieved against predetermined criteria for the applicable performance year. These RSUs continue to be subject to employment-based criteria and vesting occurs in December of the second year after the grant. The RSUs related to the 2017 grants are subject to performance-based criteria and employment-based criteria. See the second table below for potential vesting by year. We recognize compensation cost for share-based payments to employees over the period during which the recipient is required to provide service in exchange for the award. Compensation cost is based on the fair value of the equity instrument on the date of grant. The fair values for the RSUs granted during 2017, 2016 and 2015 were determined using the Company’s closing price on the grant date. We are also required to estimate forfeitures, resulting in the recognition of compensation cost only for those awards that are expected to actually vest. All RSUs awarded are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restricted period. A summary of activity related to RSUs during the nine months ended September 30, 2017 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Units Value Per Unit Nonvested, December 31, 2016 6,107,248 $ 2.73 Granted 2,095,851 2.77 Vested (323,870 ) 2.73 Forfeited (343,918 ) 2.76 Nonvested, September 30, 2017 7,535,311 2.74 For the outstanding RSUs issued to the eligible employees as of September 30, 2017, vesting is expected to occur as follows: Restricted Stock Units 2017 2,087,768 2018 3,443,731 2019 2,003,812 Total 7,535,311 The fair value of RSUs granted during the nine months ended September 30, 2017 was $5.8 million based on the closing price of the Company’s common stock on the date of grant. Awards to Non-Employee Directors . Under the Director Compensation Plan, shares of restricted stock (“Restricted Shares”) have been granted to the Company’s non-employee directors. Grants to non-employee directors were made during the nine months ended September 30, 2017, and the years 2016 and 2015. As of September 30, 2017, there were 170,524 shares of common stock available for issuance in satisfaction of awards under the Director Compensation Plan. The shares available are reduced when Restricted Shares are granted. We recognize compensation cost for share-based payments to non-employee directors over the period during which the recipient is required to provide service in exchange for the award. Compensation cost is based on the fair value of the equity instrument on the date of grant. The fair values for the Restricted Shares granted were determined using the Company’s closing price on the grant date. No forfeitures were estimated for the non-employee directors’ awards. The Restricted Shares are subject to service conditions and vesting occurs at the end of specified service periods unless approved by the Board of Directors. Restricted Shares 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. A summary of activity related to Restricted Shares during the nine months ended September 30, 2017 is as follows: Restricted Shares Weighted Average Grant Date Fair Shares Value Per Share Nonvested, December 31, 2016 161,296 $ 3.47 Granted 147,372 1.90 Vested (62,140 ) 4.51 Nonvested, September 30, 2017 246,528 2.27 For the outstanding Restricted Shares issued to the non-employee directors as of September 30, 2017, vesting is expected to occur as follows: Restricted Shares 2018 106,240 2019 91,164 2020 49,124 Total 246,528 The fair value of Restricted Shares granted during the nine months ended September 30, 2017 was $0.3 million based on the closing price of the Company’s common stock on the date of grant. Share-Based Compensation. General and administrative expense Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Share-based compensation expense from: Restricted stock units $ 1,914 $ 2,451 $ 6,114 $ 7,339 Restricted Shares 70 70 210 303 Total $ 1,984 $ 2,521 $ 6,324 $ 7,642 Share-based compensation tax benefit: Tax benefit computed at the statutory rate $ 694 $ 883 $ 2,213 $ 2,675 Unrecognized Share-Based Compensation. As of September 30, 2017, unrecognized share-based compensation expense related to our awards of RSUs and Restricted Shares was $7.8 million and $0.4 million, respectively. Unrecognized share-based compensation expense will be recognized through November 2019 for RSUs and April 2019 for Restricted Shares. Cash-Based Incentive Compensation. As defined by the Plan, annual incentive awards may be granted to eligible employees and are typically payable in cash. These awards are performance-based awards consisting of one or more business or individual performance criteria and a targeted level or levels of performance with respect to each such criterion. Generally, the performance period is the calendar year and determination and payment is made in cash in the first quarter of the following year. During the nine months ended September 30, 2017, and the years 2016 and 2015, the Company issued cash-based incentive awards. In addition to being performance-based awards related to respective 2017, 2016 and 2015 criteria, the payment of such awards is contingent on the Company achieving the following financial condition on or before December 31, 2019, December 31, 2018 and December 31, 2017, respectively: Adjusted EBITDA less Interest Expense, as reported by the Company in its announced Earnings Release with respect to the end of any fiscal quarter plus three preceding quarters, exceeds $200.0 million for the 2017 awards and exceeds $300.0 million for the 2016 and 2015 awards. As the Company did not achieve the financial condition for the 2016 and 2015 awards up through September 30, 2017, and we do not estimate the Company will achieve the financial condition within the respective measurement period, no amounts have been recognized to date related to the 2015 and 2016 awards. For the 2017 awards, amounts were recognized as reported in the table below as it is estimated that the Company will achieve some of the performance-based criteria and will achieve the financial condition within the respective measurement period. A summary of compensation expense related to share-based awards and cash-based awards is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Share-based compensation included in: General and administrative expenses $ 1,984 $ 2,521 $ 6,324 $ 7,642 Cash-based incentive compensation included in: Lease operating expense 930 — 1,324 — General and administrative expenses 2,287 — 3,291 — Total charged to operating income $ 5,201 $ 2,521 $ 10,939 $ 7,642 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Our income tax expense for the three months ended September 30, 2017 was $5.5 million and our income tax benefit for the nine months ended September 30, 2017 was $11.1 million. Our income tax benefit for the three and nine months ended September 30, 2016 was $3.8 million and $44.4 million, respectively. Under GAAP, we are required to use the annualized effective tax rate method in computing income tax expense or benefit for interim periods. Somewhat improving commodity prices and a relatively lower forecasted spend for plug and abandonment work in 2017 revised our forecast, which required us to reduce the amount of benefits previously recorded in the first half of 2017 under the annualized effective tax rate method. Our effective tax rate was not meaningful for any period presented. The income tax benefit for all periods presented relates to net operating loss (“NOL”) carryback claims made pursuant to Internal Revenue Code (“IRC”) During the nine months ended September 30, 2017, we received $11.9 million of income tax refunds and made $0.2 of income tax payments. During the nine months ended September 30, 2016, we received $7.8 million of income tax refunds and made income tax payments of $0.3 million. As of September 30, 2017, we recorded current income tax receivables of $11.6 million and non-current income tax receivables of $52.1 million. As of December 31, 2016, we recorded current income tax receivables of $11.9 million and non-current income tax receivables of $52.1 million . The current income tax receivables as of September 30, 2017 relates to our estimated NOL carryback claim for 2017. The non-current income tax receivables relates to our NOL claims for the years 2012, 2013 and 2014 that were carried back to prior years. These carryback claims are made pursuant to IRC Section 172(f) described above. The refund claims related to the years 2012, 2013 and 2014 will require a review by the Congressional Joint Committee on Taxation and are accordingly classified as non-current. As of September 30, 2017 and December 31, 2016, our valuation allowance was $274.5 million and $290.2 million, respectively, related to Federal, Louisiana and Alabama NOLs and other deferred assets. Net deferred tax assets were recorded related to NOLs and temporary differences between the book and tax basis of assets and liabilities expected to produce tax deductions in future periods. The realization of these assets depends on recognition of sufficient future taxable income in specific tax jurisdictions in which those temporary differences or NOLs are deductible. In addition, the realization depends on the ability to carryback certain items to prior years for refunds of taxes previously paid. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. During the nine months ended September 30, 2017 and 2016, we recorded immaterial amounts of accrued interest expense related to our unrecognized tax benefit. The tax years 2013 through 2016 remain open to examination by the tax jurisdictions to which we are subject. |
Earnings_ (Loss) Per Share
Earnings/ (Loss) Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings/ (Loss) Per Share | 8. Earnings/ (Loss) 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 Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net income (loss) $ (1,297 ) $ 45,928 $ 56,317 $ (265,503 ) Less portion allocated to nonvested shares — 1,689 2,349 — Net income (loss) allocated to common shares $ (1,297 ) $ 44,239 $ 53,968 $ (265,503 ) Weighted average common shares outstanding 137,575 92,243 137,547 81,748 Basic and diluted earnings (loss) per common share $ (0.01 ) $ 0.48 $ 0.39 $ (3.25 ) Shares excluded due to being anti-dilutive (weighted-average) 7,709 — — 3,833 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 9. Contingencies Supplemental Bonding Requirements by the BOEM. The BOEM requires that lessees demonstrate financial strength and reliability according to its regulations or provide acceptable financial assurances to satisfy lease obligations, including decommissioning activities on the OCS. As of the filing date of this Form 10-Q, the Company is in compliance with its financial assurance obligations to the BOEM and has no outstanding BOEM orders related to assurance obligations. W&T and other offshore Gulf of Mexico producers may in the ordinary course receive future demands for financial assurances from the BOEM as the BOEM continues to reevaluate its requirements for financial assurances. In July 2016, the BOEM issued Notice to Lessees #2016-N01 (“NTL #2016-N01”) to clarify the procedures and guidelines that BOEM Regional Directors use to determine if and when additional financial assurances may be required for OCS leases, rights-of-way or rights-of-use and easements. NTL #2016-N01 became effective in September 2016 and superseded and replaced NTL #2008-N07. During the third quarter of 2017, the BOEM rescinded its four orders issued in the first quarter of 2016 that instructed the Company to provide additional supplemental bonding of $260.8 million. Surety Bond Collateral. The issuers of surety bonds in some cases have requested and received additional collateral related to surety bonds for plugging and abandonment activities. We may be required to post collateral at any time pursuant to the terms of our agreement with various sureties under our existing bonds, if they so demand at their discretion. We did not receive any collateral demands from surety bond providers during the nine months ended September 30, 2017. Apache Lawsuit. On December 15, 2014, Apache filed a lawsuit against the Company alleging that W&T breached the joint operating agreement related to, among other things, the abandonment of three deepwater wells in the Mississippi Canyon (“MC”) area of the Gulf of Mexico. A trial court judgment was rendered from the U.S. District Court for the Southern District of Texas on May 31, 2017 directing the Company to pay Apache $43.2 million, plus $6.3 million in prejudgment interest, attorney's fees and costs assessed in the judgment. We have commenced the process to appeal the trial court judgment in this lawsuit. The dispute relates to Apache's use of drilling rigs instead of a previously contracted intervention vessel for the plugging and abandonment work. We contended that the costs to use the drilling rigs were unnecessary and unreasonable, and that Apache chose to use the rigs without W&T's consent because they otherwise would have been idle at Apache's expense. We believe the use of the rigs was in bad faith, as found by the jury, and that such conduct caused W&T not to comply with the applicable joint operating agreement, particularly since another vessel had been contracted by Apache for the abandonment a year in advance. We had previously paid $24.9 million to Apache as an undisputed amount for the plug and abandonment work. On October 28, 2016, the jury made the following findings: 1. W&T failed to comply with the contract by failing to pay its proportionate share of the costs to plug and abandon the MC 674 wells. 2. The amount of money to compensate Apache for W&T’s failure to pay its proportionate share of the costs to plug and abandon the MC 674 wells was $43.2 million. 3. The $43.2 million referred to in #2 should be offset by $17.0 million. 4. Apache acted in bad faith thereby causing W&T to not comply with the contract. In June 2017, in order to stay execution of the judgment, and pending the disposition of post judgment motions, we deposited $49.5 million with the registry of the court. This amount is recorded in Other assets ( Cash and cash equivalents Other liabilities Oil and natural gas properties and other, net Other (income) expense, net Appeal with the Office of Natural Resources Revenue (“ONRR”). In 2009, we 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 our 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 Interior Board of Land Appeals (“IBLA”) under the Department of the Interior. On January 27, 2017, the IBLA affirmed the decision of the ONRR requiring W&T to pay approximately $4.7 million in additional royalties. We filed an appeal of the IBLA decision on July 25, 2017 in the U.S. District Court for the Eastern District of Louisiana. Royalties – “Unbundling” Initiative. The ONRR has publicly announced an “unbundling” initiative to revise the methodology employed by producers in determining the appropriate allowances for transportation and processing costs that are permitted to be deducted in determining royalties under Federal oil and gas leases. The ONRR’s initiative requires re-computing allowable transportation and processing costs using revised guidance from the ONRR going back 84 months for every gas processing plant that processed our gas. In the second quarter of 2015, pursuant to the initiative, we received requests from the ONRR for additional data regarding our transportation and processing allowances on natural gas production related to a specific processing plant. We also received a preliminary determination notice from the ONRR asserting that our allocation of certain processing costs and plant fuel use at another processing plant was not allowed as deductions in the determination of royalties owed under Federal oil and gas leases. We have submitted revised calculations covering certain plants and time periods to the ONRR. As of the filing date of this Form 10-Q, we have not received a response from the ONRR related to our submissions. These open ONRR unbundling reviews, and any further similar reviews, could ultimately result in an order for payment of additional royalties under our Federal oil and gas leases for current and prior periods. For the nine months ended September 30, 2017, we have made additional royalty payments of $1.2 million. We are not able to determine the range of any additional royalties or, if and when assessed, whether such amounts would be material. Notices of Proposed Civil Penalty Assessment. As of September 30, 2017, we had six open civil penalties issued by the Bureau of Safety and Environmental Enforcement (“BSEE”) arising from Incidents of Noncompliance (“INCs”), which have not been settled as of the filing date of this Form 10-Q. The INC’s underlying the civil penalties relate to separate offshore locations with occurrence dates ranging from July 2012 to March 2016. The proposed civil penalties for these INCs total $7.4 million and we are appealing these proposed assessments. During the nine months ended September 30, 2017, we made $0.1 million of payments related to civil penalties. During the nine months ended September 30, 2017, we increased the estimated liability by $1.9 million and have accrued approximately $3.4 million as of September 30, 2017, which is our best estimate of the final settlement once all appeals have been exhausted. Our position is that the proposed civil penalties are excessive given the specific facts and circumstances related to these INCs. 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 including matters related to alleged royalty underpayments on certain federal-owned properties. 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. |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Guarantor Information [Abstract] | |
Supplemental Guarantor Information | 10. Supplemental Guarantor Information Our payment obligations under the Credit Agreement, the 1.5 Lien Term Loan, the Second Lien Term Loan, the Second Lien PIK Toggle Notes, the Third Lien PIK Toggle Notes and the Unsecured Senior Notes (see Note 2) are fully and unconditionally guaranteed by certain of our 100%-owned subsidiaries, including Energy VI 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 will be released under certain circumstances, including: (1) in connection with any sale or other disposition of all or substantially all of the assets of a Guarantor Subsidiary (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate the Asset Sale provisions (as such capitalized terms are defined in the applicable indenture); (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 Sale 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 certain debt documents; (4) upon Legal Defeasance or Covenant Defeasance (as such terms are defined in the applicable indenture) or upon satisfaction and discharge of the certain debt documents; (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 certain debt documents, 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. As to the ceiling test write-down recorded in 2016, the computation is performed for each subsidiary on a stand-alone basis and also for the consolidated Company. Due to this methodology, consolidating adjustments are required to present the consolidated results appropriately. Condensed Consolidating Balance Sheet as of September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 106,164 $ — $ — $ 106,164 Receivables: Oil and natural gas sales 4,866 34,299 — 39,165 Joint interest 21,877 — — 21,877 Income taxes 120,402 — (108,779 ) 11,623 Total receivables 147,145 34,299 (108,779 ) 72,665 Prepaid expenses and other assets 13,884 1,189 — 15,073 Total current assets 267,193 35,488 (108,779 ) 193,902 Oil and natural gas properties and other, net 402,385 156,172 (3,303 ) 555,254 Restricted deposits for asset retirement obligations 25,339 — — 25,339 Income tax receivables 52,097 — — 52,097 Other assets 493,965 441,133 (874,319 ) 60,779 Total assets $ 1,240,979 $ 632,793 $ (986,401 ) $ 887,371 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 65,581 $ 6,616 $ — $ 72,197 Undistributed oil and natural gas proceeds 18,582 1,502 — 20,084 Asset retirement obligations 27,613 1,843 — 29,456 Long-term debt 11,147 — — 11,147 Accrued liabilities 26,572 108,757 (108,779 ) 26,550 Total current liabilities 149,495 118,718 (108,779 ) 159,434 Long-term debt: Principal 873,733 — — 873,733 Carrying value adjustments 108,884 — — 108,884 Long term debt, less current portion - carrying value 982,617 — — 982,617 Asset retirement obligations, less current portion 148,468 127,092 — 275,560 Other liabilities 554,366 — (487,335 ) 67,031 Shareholders’ deficit: Common stock 1 — — 1 Additional paid-in capital 545,422 704,885 (704,885 ) 545,422 Retained earnings (deficit) (1,115,223 ) (317,902 ) 314,598 (1,118,527 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (593,967 ) 386,983 (390,287 ) (597,271 ) Total liabilities and shareholders’ equity (deficit) $ 1,240,979 $ 632,793 $ (986,401 ) $ 887,371 Condensed Consolidating Balance Sheet as of December 31, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 70,236 $ — $ — $ 70,236 Receivables: Oil and natural gas sales 2,173 40,900 — 43,073 Joint interest 21,885 — — 21,885 Insurance reimbursement 30,100 — — 30,100 Income taxes 111,215 — (99,272 ) 11,943 Total receivables 165,373 40,900 (99,272 ) 107,001 Prepaid expenses and other assets 12,448 2,056 — 14,504 Total current assets 248,057 42,956 (99,272 ) 191,741 Oil and natural gas properties and other, net 360,966 187,040 (953 ) 547,053 Restricted deposits for asset retirement obligations 27,371 — — 27,371 Income tax receivables 52,097 — — 52,097 Other assets 394,931 344,742 (728,209 ) 11,464 Total assets $ 1,083,422 $ 574,738 $ (828,434 ) $ 829,726 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 74,306 $ 6,733 $ — $ 81,039 Undistributed oil and natural gas proceeds 24,493 1,761 — 26,254 Asset retirement obligations 62,261 16,003 — 78,264 Long-term debt 8,272 — — 8,272 Accrued liabilities 9,293 99,179 (99,272 ) 9,200 Total current liabilities 178,625 123,676 (99,272 ) 203,029 Long-term debt: Principal 873,733 — — 873,733 Carrying value adjustments 138,722 — — 138,722 Long term debt, less current portion - carrying value 1,012,455 — — 1,012,455 Asset retirement obligations, less current portion 142,376 113,798 — 256,174 Other liabilities 408,050 — (390,945 ) 17,105 Shareholders’ deficit: Common stock 1 — — 1 Additional paid-in capital 539,973 704,885 (704,885 ) 539,973 Retained earnings (deficit) (1,173,891 ) (367,621 ) 366,668 (1,174,844 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ deficit (658,084 ) 337,264 (338,217 ) (659,037 ) Total liabilities and shareholders’ deficit $ 1,083,422 $ 574,738 $ (828,434 ) $ 829,726 Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 51,981 $ 58,300 $ — $ 110,281 Operating costs and expenses: Lease operating expenses 18,796 16,338 — 35,134 Production taxes 340 — — 340 Gathering and transportation 1,804 2,304 — 4,108 Depreciation, depletion, amortization and accretion 18,804 16,855 830 36,489 General and administrative expenses 7,131 8,500 — 15,631 Derivative gain 2,879 — — 2,879 Total costs and expenses 49,754 43,997 830 94,581 Operating income 2,227 14,303 (830 ) 15,700 Earnings of affiliates 13,251 — (13,251 ) — Interest expense incurred 11,554 — — 11,554 Gain on exchange of debt — — — — Other expense, net (41 ) — — (41 ) Income before income tax expense 3,965 14,303 (14,081 ) 4,187 Income tax expense 4,432 1,052 — 5,484 Net income (loss) $ (467 ) $ 13,251 $ (14,081 ) $ (1,297 ) Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 163,105 $ 194,892 $ — $ 357,997 Operating costs and expenses: Lease operating expenses 59,823 46,994 — 106,817 Production taxes 1,304 — — 1,304 Gathering and transportation 6,948 8,687 — 15,635 Depreciation, depletion, amortization and accretion 59,391 55,103 2,349 116,843 General and administrative expenses 20,569 24,810 — 45,379 Derivative gain (4,765 ) — — (4,765 ) Total costs and expenses 143,270 135,594 2,349 281,213 Operating income 19,835 59,298 (2,349 ) 76,784 Earnings of affiliates 49,719 — (49,719 ) — Interest expense incurred 34,284 — — 34,284 Gain on exchange of debt 7,811 — — 7,811 Other expense, net 5,073 — — 5,073 Income before income tax expense (benefit) 38,008 59,298 (52,068 ) 45,238 Income tax expense (benefit) (20,658 ) 9,579 — (11,079 ) Net income $ 58,666 $ 49,719 $ (52,068 ) $ 56,317 Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 44,585 $ 62,818 $ — $ 107,403 Operating costs and expenses: Lease operating expenses 22,624 14,896 — 37,520 Production taxes 482 — — 482 Gathering and transportation 2,103 3,058 — 5,161 Depreciation, depletion, amortization and accretion 21,959 29,861 (320 ) 51,500 Ceiling test write-down of oil and natural gas properties 28,305 25,317 4,290 57,912 General and administrative expenses 5,417 7,275 — 12,692 Derivative loss 412 — — 412 Total costs and expenses 81,302 80,407 3,970 165,679 Operating loss (36,717 ) (17,589 ) (3,970 ) (58,276 ) Loss of affiliates (16,925 ) — 16,925 — Interest expense: Incurred 23,666 27 — 23,693 Capitalized (48 ) (27 ) — (75 ) Gain on exchange of debt 123,960 — — 123,960 Other expense, net (73 ) — — (73 ) Loss before income tax benefit 46,773 (17,589 ) 12,955 42,139 Income tax benefit (3,125 ) (664 ) — (3,789 ) Net income (loss) $ 49,898 $ (16,925 ) $ 12,955 $ 45,928 Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 119,011 $ 165,762 $ — $ 284,773 Operating costs and expenses: Lease operating expenses 66,823 51,788 — 118,611 Production taxes 1,378 — — 1,378 Gathering and transportation 6,125 10,526 — 16,651 Depreciation, depletion, amortization and accretion 65,230 99,956 7,540 172,726 Ceiling test write-down of oil and natural gas properties 28,305 110,709 140,049 279,063 General and administrative expenses 19,390 25,980 — 45,370 Derivative loss 2,861 — — 2,861 Total costs and expenses 190,112 298,959 147,589 636,660 Operating loss (71,101 ) (133,197 ) (147,589 ) (351,887 ) Loss of affiliates (130,719 ) — 130,719 — Interest expense: Incurred 81,096 184 — 81,280 Capitalized (336 ) (184 ) — (520 ) Gain on exchange of debt 123,960 — — 123,960 Other expense, net 1,209 — — 1,209 Loss before income tax benefit (159,829 ) (133,197 ) (16,870 ) (309,896 ) Income tax benefit (41,915 ) (2,478 ) — (44,393 ) Net loss $ (117,914 ) $ (130,719 ) $ (16,870 ) $ (265,503 ) Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2017 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net income $ 58,666 $ 49,719 $ (52,068 ) $ 56,317 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 59,391 55,103 2,349 116,843 Gain on exchange of debt (7,811 ) — — (7,811 ) Amortization of debt items 1,271 — — 1,271 Share-based compensation 5,449 — — 5,449 Derivative gain (4,765 ) — — (4,765 ) Cash receipts on derivative settlements, net 3,924 — — 3,924 Deferred income taxes 321 — — 321 Earnings of affiliates (49,719 ) — 49,719 — Changes in operating assets and liabilities: Oil and natural gas receivables (2,694 ) 6,600 — 3,906 Joint interest receivables 8 — — 8 Insurance reimbursements 31,740 — — 31,740 Income taxes (9,259 ) 9,579 — 320 Prepaid expenses and other assets 1,326 (95,523 ) 96,391 2,194 Escrow deposit - Apache lawsuit (49,500 ) — — (49,500 ) Asset retirement obligation settlements (41,381 ) (14,845 ) — (56,226 ) Accounts payable, accrued liabilities and other 126,601 (3,881 ) (96,391 ) 26,329 Net cash provided by operating activities 123,568 6,752 — 130,320 Investing activities: Investment in oil and natural gas properties and equipment (68,831 ) (10,257 ) — (79,088 ) Changes in operating assets and liabilities associated with investing activities 2,174 3,505 — 5,679 Purchases of furniture, fixtures and other (905 ) — — (905 ) Net cash used in investing activities (67,562 ) (6,752 ) — (74,314 ) Financing activities: Payment of interest on 1.5 Lien Term Loan (6,170 ) — — (6,170 ) Payment of interest on 2nd Lien PIK Toggle Notes (7,335 ) — — (7,335 ) Payment of interest on 3rd Lien PIK Toggle Notes (6,201 ) — — (6,201 ) Debt exchange costs (421 ) — — (421 ) Other 49 — — 49 Net cash used in financing activities (20,078 ) — — (20,078 ) Increase in cash and cash equivalents 35,928 — — 35,928 Cash and cash equivalents, beginning of period 70,236 — — 70,236 Cash and cash equivalents, end of period $ 106,164 $ — $ — $ 106,164 Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2016 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net loss $ (117,914 ) $ (130,719 ) $ (16,870 ) $ (265,503 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 65,230 99,956 7,540 172,726 Ceiling test write-down of oil and natural gas properties 28,305 110,709 140,049 279,063 Gain on exchange of debt (123,960 ) — — (123,960 ) Debt issuance costs write-off/ amortization of debt items 2,135 — — 2,135 Share-based compensation 7,642 — — 7,642 Derivative gain 2,861 — — 2,861 Cash receipts on derivative settlements 4,746 — — 4,746 Deferred income taxes 17,962 (2,478 ) — 15,484 Loss of affiliates 130,719 — (130,719 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 4,335 (4,041 ) — 294 Joint interest receivables 4,281 — — 4,281 Income taxes (52,392 ) — — (52,392 ) Prepaid expenses and other assets (14,535 ) (46,758 ) 45,165 (16,128 ) Asset retirement obligations (37,925 ) (18,242 ) — (56,167 ) Accounts payable, accrued liabilities and other 23,584 37,331 (45,165 ) 15,750 Net cash provided by (used in) operating activities (54,926 ) 45,758 — (9,168 ) Investing activities: Investment in oil and natural gas properties and equipment (17,473 ) (6,589 ) — (24,062 ) Changes in operating assets and liabilities associated with investing activities 2,269 (39,669 ) — (37,400 ) Proceeds from sales of assets 1,000 500 — 1,500 Purchases of furniture, fixtures and other (96 ) — — (96 ) Net cash used in investing activities (14,300 ) (45,758 ) — (60,058 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 340,000 — — 340,000 Repayments of long-term debt – revolving bank credit facility (340,000 ) — — (340,000 ) Issuance of 1.5 Lien Term Loan 75,000 — — 75,000 Debt exchange costs (17,920 ) — — (17,920 ) Other 83 — — 83 Net cash provided by financing activities 57,163 — — 57,163 Decrease in cash and cash equivalents (12,063 ) — — (12,063 ) Cash and cash equivalents, beginning of period 85,414 — — 85,414 Cash and cash equivalents, end of period $ 73,351 $ — $ — $ 73,351 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Operations | Operations. W&T Offshore, Inc. (with subsidiaries referred to herein as “W&T,” “we,” “us,” “our,” or the “Company”) is an independent oil and natural gas producer with substantially all of its operations offshore in the Gulf of Mexico. The Company is active in the exploration, development and acquisition of oil and natural gas properties. Our interests in fields, leases, structures and equipment are primarily owned by W&T Offshore, Inc. (on a stand-alone basis, the “Parent Company”) and its 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, 2016. |
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. |
Recent Events | Recent Events. The price we receive for our crude oil, natural gas liquids (“NGLs”) and natural gas production directly affects our revenues, profitability, cash flows, liquidity, access to capital, proved reserves and future rate of growth. The average prices of these commodities improved during the nine months ended September 30, 2017 compared to the average prices in the comparable period in 2016. Operating costs were lower for the nine months ended September 30, 2017 on an absolute and on a per barrel oil equivalent (“Boe”) basis compared to the operating costs for the same period in 2016. In September 2016, we consummated the Exchange Transaction, as defined and described below in Note 2, which reduced our interest payments during the nine months ended September 30, 2017 compared to the same period in 2016. In addition, the Exchange Transaction extended the maturities on a portion of our debt, although for a portion of the New Debt, as defined and described below, the maturities of two of the new loans will accelerate if certain events do not transpire. We have continued working to further reduce our operating costs, capital expenditures and costs related to asset retirement obligations (“ARO”). Our 2017 capital expenditure forecast is higher than the capital expenditures incurred during 2016, but it is significantly lower than spending levels incurred during 2015 and 2014. We are in the process of determining our capital expenditure budget for 2018. As of the filing date of this Form 10-Q, the Company is in compliance with its financial assurance obligations to the Bureau of Ocean Energy Management (“BOEM”) and has no outstanding BOEM orders related to financial assurance obligations. During the second quarter of 2017, a trial court judgment was rendered in Apache Corporation’s (“Apache”) lawsuit against us. As a result, we deposited $49.5 million with the registry of the court from cash on hand as a first step to allow us to appeal the decision. See Note 9 for additional information. We have assessed our financial condition, the current capital markets and options given different scenarios of commodity prices. We believe we will have adequate liquidity to fund our operations through December 2018, the period of assessment to qualify as a going concern. However, we cannot predict the potential changes in commodity prices or future bonding requirements, either of which could affect our operations, liquidity levels and compliance with debt covenants. See our Annual Report on Form 10-K for the year ended December 31, 2016 concerning risks related to our business and events occurring during 2016 and other information and the Notes herein for additional information. |
Prepaid Expenses And Other Assets | Prepaid Expenses and Other Assets. The amounts recorded in Prepaid expenses and other assets are expected to be realized within one year. The major categories are presented in the following table (in thousands): September 30, December 31, 2017 2016 Derivative assets (1) $ 1,155 $ — Prepaid/accrued insurance 3,346 2,924 Surety bond unamortized premiums 1,689 2,462 Prepaid deposits related to royalties 6,455 6,237 Other 2,428 2,881 Prepaid expenses and other assets $ 15,073 $ 14,504 (1) Includes open and closed (and not settled) derivative commodity contracts recorded at fair value. |
Oil and Natural Gas Properties and Other, Net - at Cost | Oil and Natural Gas Properties and Other, Net – at cost. September 30, December 31, 2017 2016 Oil and natural gas properties and equipment $ 8,043,823 $ 7,932,504 Furniture, fixtures and other 21,803 20,898 Total property and equipment 8,065,626 7,953,402 Less accumulated depreciation, depletion and amortization 7,510,372 7,406,349 Oil and natural gas properties and other, net $ 555,254 $ 547,053 |
Accrued Liabilities | Accrued Liabilities. The major categories recorded in Accrued liabilities are presented in the following table (in thousands): September 30, December 31, 2017 2016 Accrued interest $ 15,037 $ 4,189 Accrued salaries/payroll taxes/benefits 7,152 2,777 Other 4,361 2,234 Total accrued liabilities $ 26,550 $ 9,200 |
Other Assets (Long-term) | Other Assets (long-term). The major categories recorded in Other assets are presented in the following table (in thousands): September 30, December 31, 2017 2016 Escrow deposit - Apache lawsuit $ 49,500 $ — Appeal bond deposits 6,925 6,925 Other 4,354 4,539 Total other assets $ 60,779 $ 11,464 |
Other Liabilities (Long-term) | Other Liabilities (long-term). The major categories recorded in Other liabilities are presented in the following table (in thousands): September 30, December 31, 2017 2016 Apache lawsuit $ 49,500 $ — Uncertain tax positions including interest/penalties 10,905 10,584 Other 6,626 6,521 Total other liabilities (long-term) $ 67,031 $ 17,105 |
Recent Accounting Developments | Recent Accounting Developments. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Summary and Amendments That Create Revenue from Contracts and Customers (Subtopic 606) . ASU 2014-09 amends and replaces current revenue recognition requirements, including most industry-specific guidance. The revised guidance establishes a five step approach to be utilized in determining when, and if, revenue should be recognized. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017. Upon application, an entity may elect one of two methods, either restatement of prior periods presented or recording a cumulative adjustment in the initial period of application (modified retrospective approach). Our current intention is to adopt the standard utilizing the modified retrospective approach. Our evaluation to date is that the adoption of ASU 2014-09 is not expected to have a material impact on our consolidated financial statements. We have not fully completed our analysis. Our disclosures related to revenue will be modified when the new guidance is effective. ASU 2014-09 will be effective for us in the first quarter of 2018. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases Subtopic 842 In June 2016, the FASB issued Accounting Standards Update No. 2016-13, (“ASU 2016-13”), Financial Instruments – Credit Losses Subtopic 326 In August 2016, the FASB issued Accounting Standards Update No. 2016-15, (“ASU 2016-15”), Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued Accounting Standards Update No. 2016-18, (“ASU 2016-18”), Statement of Cash Flows (Topic 230) – Restricted Cash In August 2017, the FASB issued Accounting Standards Update No. 2017-12, (“ASU 2017-12”), Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Amounts Recorded in Prepaid Expenses and Other Assets | The amounts recorded in Prepaid expenses and other assets September 30, December 31, 2017 2016 Derivative assets (1) $ 1,155 $ — Prepaid/accrued insurance 3,346 2,924 Surety bond unamortized premiums 1,689 2,462 Prepaid deposits related to royalties 6,455 6,237 Other 2,428 2,881 Prepaid expenses and other assets $ 15,073 $ 14,504 (1) Includes open and closed (and not settled) derivative commodity contracts recorded at fair value. |
Schedule of Oil and Natural Gas Properties and Other, Net at Cost | Oil and Natural Gas Properties and Other, Net – at cost. September 30, December 31, 2017 2016 Oil and natural gas properties and equipment $ 8,043,823 $ 7,932,504 Furniture, fixtures and other 21,803 20,898 Total property and equipment 8,065,626 7,953,402 Less accumulated depreciation, depletion and amortization 7,510,372 7,406,349 Oil and natural gas properties and other, net $ 555,254 $ 547,053 |
Schedule of Accrued Liabilities | Accrued Liabilities. The major categories recorded in Accrued liabilities are presented in the following table (in thousands): September 30, December 31, 2017 2016 Accrued interest $ 15,037 $ 4,189 Accrued salaries/payroll taxes/benefits 7,152 2,777 Other 4,361 2,234 Total accrued liabilities $ 26,550 $ 9,200 |
Schedule of Other Assets (Long-term) | The major categories recorded in Other assets September 30, December 31, 2017 2016 Escrow deposit - Apache lawsuit $ 49,500 $ — Appeal bond deposits 6,925 6,925 Other 4,354 4,539 Total other assets $ 60,779 $ 11,464 |
Schedule of Other Liabilities (Long-term) | The major categories recorded in Other liabilities September 30, December 31, 2017 2016 Apache lawsuit $ 49,500 $ — Uncertain tax positions including interest/penalties 10,905 10,584 Other 6,626 6,521 Total other liabilities (long-term) $ 67,031 $ 17,105 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | The components of our long-term debt are presented in the following table (in thousands): September 30, 2017 December 31, 2016 Adjustments to Adjustments to Carrying Carrying Carrying Carrying Principal Value (1) Value Principal Value (1) Value 11.00% 1.5 Lien Term Loan, due November 2019: Principal $ 75,000 $ — $ 75,000 $ 75,000 $ — $ 75,000 Future interest payments — 17,652 17,652 — 23,823 23,823 Subtotal 75,000 17,652 92,652 75,000 23,823 98,823 9.00 % Second Lien Term Loan, due May 2020: 300,000 — 300,000 300,000 — 300,000 9.00%/10.75% Second Lien PIK Toggle Notes, due May 2020: Principal 163,007 — 163,007 163,007 — 163,007 Future payments-in-kind — 14,506 14,506 — 24,048 24,048 Future interest payments — 34,873 34,873 — 36,850 36,850 Subtotal 163,007 49,379 212,386 163,007 60,898 223,905 8.50%/10.00% Third Lien PIK Toggle Notes, due June 2021: Principal 145,897 — 145,897 145,897 — 145,897 Future payments-in-kind — 18,618 18,618 — 26,844 26,844 Future interest payments — 38,682 38,682 — 40,705 40,705 Subtotal 145,897 57,300 203,197 145,897 67,549 213,446 8.50% Unsecured Senior Notes, due June 2019 189,829 — 189,829 189,829 — 189,829 Debt premium, discount, issuance costs, net of amortization — (4,300 ) (4,300 ) — (5,276 ) (5,276 ) Total long-term debt 873,733 120,031 993,764 873,733 146,994 1,020,727 Current maturities of long-term debt (2) — 11,147 11,147 — 8,272 8,272 Long term debt, less current maturities $ 873,733 $ 108,884 $ 982,617 $ 873,733 $ 138,722 $ 1,012,455 (1) Future interest payments and future payments-in-kind (“PIK”) are recorded on an undiscounted basis. (2) Future interest payments on the 1.5 Lien Term Loan and Second Lien PIK Toggle Notes due within twelve months. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Derivatives Financial Instruments and Long-Term Debt | The following table presents the fair value of our open derivatives and long-term debt, all of which are classified as Level 2 within the valuation hierarchy (in thousands): September 30, 2017 December 31, 2016 Assets Liabilities Assets Liabilities Derivatives - open contracts $ 841 $ — $ — $ — 11.00% 1.5 Term Loan, due November 2019 (1) — 75,000 — 75,000 9.00% Second Lien Term Loan, due May 2020 (1) — 267,000 — 255,000 9.00%/10.75% Second Lien PIK Toggle Notes, due May 2020 (1) — 143,446 — 122,255 8.50%/10.00% Third Lien PIK Toggle Notes, due June 2021 (1) — 106,505 — 80,243 8.50% Unsecured Senior Notes, due June 2019 (1) — 167,050 — 123,389 (1) The long-term debt items are reported on the Condensed Consolidated Balance Sheets at their carrying value as described in Note 2. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 $ 334,438 Liabilities settled (56,226 ) Accretion of discount 12,820 Revisions of estimated liabilities (1) 13,984 Balance, September 30, 2017 305,016 Less current portion 29,456 Long-term $ 275,560 (1) Revisions were primarily related to changes from sustained casing pressure at four fields. Wells that experience sustained casing pressure require more days and greater work scope to complete the abandonment project. |
Derivative Financial Instrume22
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Open Commodity Derivatives | As of September 30, 2017, our open commodity derivative contracts were as follows: Crude Oil: Swap, Priced off WTI (NYMEX) Notional (1) Notional (1) Quantity Quantity Strike Termination Period (Bbls/day) (Bbls) Price 2017 4th Quarter 1,000 92,000 $ 55.25 Crude Oil: Two-way collars, Priced off WTI (NYMEX) Notional (1) Notional (1) Weighted Average Contract Price Quantity Quantity Put Option Call Option Termination Period (Bbls/day) (Bbls) (Bought) (Sold) 2017 4th Quarter 4,000 368,000 $ 50.00 $ 60.15 Natural Gas: Two-way collars, Priced off Henry Hub (NYMEX) Notional (1) Notional (1) Weighted Average Contract Price Quantity Quantity Put Option Call Option Termination Period (MMBtu's/day) (MMBtu's) (Bought) (Sold) 2017 4th Quarter (2) 30,000 1,830,000 $ 3.07 $ 3.96 (1) Volume Measurements: Bbls – barrelsMMBtu’s – million British Thermal Units. (2) The natural gas derivative contracts are priced and closed in the last week prior to the related production month. Natural gas derivative contracts related to October 2017 production were priced and closed in September 2017 and are not included in the above table as these were not open derivative contracts as of September 30, 2017 . |
Summary of Open and Closed (Not Settled) Commodity Derivative Contracts | Our open and closed (not settled) commodity derivative contracts were recorded within the line Prepaid expenses and other assets September 30, December 31, 2017 2016 Open contracts $ 841 $ — Closed contracts - not settled 314 — Total contracts $ 1,155 $ — |
Changes in Fair Value and Settlements of Commodity Derivative Contracts | Changes in the fair value and settlements of our commodity derivative contracts were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Derivative (gain) loss $ 2,879 $ 412 $ (4,765 ) $ 2,861 |
Cash Receipts on Derivative Settlements, Net Included within Net Cash Provided by (Used in) Operating Activities | Cash receipts, net, on commodity derivative contract settlements are included within Net cash provided by (used in) operating activities Nine Months Ended September 30, 2017 2016 Cash receipts on derivative settlements, net $ 3,924 $ 4,746 |
Share-Based Compensation and 23
Share-Based Compensation and Cash-Based Incentive Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share Activity Related to Restricted Stock Units | A summary of activity related to RSUs during the nine months ended September 30, 2017 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Units Value Per Unit Nonvested, December 31, 2016 6,107,248 $ 2.73 Granted 2,095,851 2.77 Vested (323,870 ) 2.73 Forfeited (343,918 ) 2.76 Nonvested, September 30, 2017 7,535,311 2.74 |
Schedule of Outstanding Restricted Stock Units Issued to Eligible Employees | For the outstanding RSUs issued to the eligible employees as of September 30, 2017, vesting is expected to occur as follows: Restricted Stock Units 2017 2,087,768 2018 3,443,731 2019 2,003,812 Total 7,535,311 |
Schedule of Restricted Stock Activity | A summary of activity related to Restricted Shares during the nine months ended September 30, 2017 is as follows: Restricted Shares Weighted Average Grant Date Fair Shares Value Per Share Nonvested, December 31, 2016 161,296 $ 3.47 Granted 147,372 1.90 Vested (62,140 ) 4.51 Nonvested, September 30, 2017 246,528 2.27 |
Schedule of Outstanding Restricted Stock Shares Issued to Non-employee Directors | For the outstanding Restricted Shares issued to the non-employee directors as of September 30, 2017, vesting is expected to occur as follows: Restricted Shares 2018 106,240 2019 91,164 2020 49,124 Total 246,528 |
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 Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Share-based compensation expense from: Restricted stock units $ 1,914 $ 2,451 $ 6,114 $ 7,339 Restricted Shares 70 70 210 303 Total $ 1,984 $ 2,521 $ 6,324 $ 7,642 Share-based compensation tax benefit: Tax benefit computed at the statutory rate $ 694 $ 883 $ 2,213 $ 2,675 |
Summary of Compensation Expense Related to Share-Based Awards and Cash-Based Awards | A summary of compensation expense related to share-based awards and cash-based awards is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Share-based compensation included in: General and administrative expenses $ 1,984 $ 2,521 $ 6,324 $ 7,642 Cash-based incentive compensation included in: Lease operating expense 930 — 1,324 — General and administrative expenses 2,287 — 3,291 — Total charged to operating income $ 5,201 $ 2,521 $ 10,939 $ 7,642 |
Earnings_ (Loss) Per Share (Tab
Earnings/ (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net income (loss) $ (1,297 ) $ 45,928 $ 56,317 $ (265,503 ) Less portion allocated to nonvested shares — 1,689 2,349 — Net income (loss) allocated to common shares $ (1,297 ) $ 44,239 $ 53,968 $ (265,503 ) Weighted average common shares outstanding 137,575 92,243 137,547 81,748 Basic and diluted earnings (loss) per common share $ (0.01 ) $ 0.48 $ 0.39 $ (3.25 ) Shares excluded due to being anti-dilutive (weighted-average) 7,709 — — 3,833 |
Supplemental Guarantor Inform25
Supplemental Guarantor Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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. As to the ceiling test write-down recorded in 2016, the computation is performed for each subsidiary on a stand-alone basis and also for the consolidated Company. Due to this methodology, consolidating adjustments are required to present the consolidated results appropriately. Condensed Consolidating Balance Sheet as of September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 106,164 $ — $ — $ 106,164 Receivables: Oil and natural gas sales 4,866 34,299 — 39,165 Joint interest 21,877 — — 21,877 Income taxes 120,402 — (108,779 ) 11,623 Total receivables 147,145 34,299 (108,779 ) 72,665 Prepaid expenses and other assets 13,884 1,189 — 15,073 Total current assets 267,193 35,488 (108,779 ) 193,902 Oil and natural gas properties and other, net 402,385 156,172 (3,303 ) 555,254 Restricted deposits for asset retirement obligations 25,339 — — 25,339 Income tax receivables 52,097 — — 52,097 Other assets 493,965 441,133 (874,319 ) 60,779 Total assets $ 1,240,979 $ 632,793 $ (986,401 ) $ 887,371 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Accounts payable $ 65,581 $ 6,616 $ — $ 72,197 Undistributed oil and natural gas proceeds 18,582 1,502 — 20,084 Asset retirement obligations 27,613 1,843 — 29,456 Long-term debt 11,147 — — 11,147 Accrued liabilities 26,572 108,757 (108,779 ) 26,550 Total current liabilities 149,495 118,718 (108,779 ) 159,434 Long-term debt: Principal 873,733 — — 873,733 Carrying value adjustments 108,884 — — 108,884 Long term debt, less current portion - carrying value 982,617 — — 982,617 Asset retirement obligations, less current portion 148,468 127,092 — 275,560 Other liabilities 554,366 — (487,335 ) 67,031 Shareholders’ deficit: Common stock 1 — — 1 Additional paid-in capital 545,422 704,885 (704,885 ) 545,422 Retained earnings (deficit) (1,115,223 ) (317,902 ) 314,598 (1,118,527 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ equity (deficit) (593,967 ) 386,983 (390,287 ) (597,271 ) Total liabilities and shareholders’ equity (deficit) $ 1,240,979 $ 632,793 $ (986,401 ) $ 887,371 Condensed Consolidating Balance Sheet as of December 31, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Assets Current assets: Cash and cash equivalents $ 70,236 $ — $ — $ 70,236 Receivables: Oil and natural gas sales 2,173 40,900 — 43,073 Joint interest 21,885 — — 21,885 Insurance reimbursement 30,100 — — 30,100 Income taxes 111,215 — (99,272 ) 11,943 Total receivables 165,373 40,900 (99,272 ) 107,001 Prepaid expenses and other assets 12,448 2,056 — 14,504 Total current assets 248,057 42,956 (99,272 ) 191,741 Oil and natural gas properties and other, net 360,966 187,040 (953 ) 547,053 Restricted deposits for asset retirement obligations 27,371 — — 27,371 Income tax receivables 52,097 — — 52,097 Other assets 394,931 344,742 (728,209 ) 11,464 Total assets $ 1,083,422 $ 574,738 $ (828,434 ) $ 829,726 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 74,306 $ 6,733 $ — $ 81,039 Undistributed oil and natural gas proceeds 24,493 1,761 — 26,254 Asset retirement obligations 62,261 16,003 — 78,264 Long-term debt 8,272 — — 8,272 Accrued liabilities 9,293 99,179 (99,272 ) 9,200 Total current liabilities 178,625 123,676 (99,272 ) 203,029 Long-term debt: Principal 873,733 — — 873,733 Carrying value adjustments 138,722 — — 138,722 Long term debt, less current portion - carrying value 1,012,455 — — 1,012,455 Asset retirement obligations, less current portion 142,376 113,798 — 256,174 Other liabilities 408,050 — (390,945 ) 17,105 Shareholders’ deficit: Common stock 1 — — 1 Additional paid-in capital 539,973 704,885 (704,885 ) 539,973 Retained earnings (deficit) (1,173,891 ) (367,621 ) 366,668 (1,174,844 ) Treasury stock, at cost (24,167 ) — — (24,167 ) Total shareholders’ deficit (658,084 ) 337,264 (338,217 ) (659,037 ) Total liabilities and shareholders’ deficit $ 1,083,422 $ 574,738 $ (828,434 ) $ 829,726 |
Condensed Consolidating Statement of Operations | Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 51,981 $ 58,300 $ — $ 110,281 Operating costs and expenses: Lease operating expenses 18,796 16,338 — 35,134 Production taxes 340 — — 340 Gathering and transportation 1,804 2,304 — 4,108 Depreciation, depletion, amortization and accretion 18,804 16,855 830 36,489 General and administrative expenses 7,131 8,500 — 15,631 Derivative gain 2,879 — — 2,879 Total costs and expenses 49,754 43,997 830 94,581 Operating income 2,227 14,303 (830 ) 15,700 Earnings of affiliates 13,251 — (13,251 ) — Interest expense incurred 11,554 — — 11,554 Gain on exchange of debt — — — — Other expense, net (41 ) — — (41 ) Income before income tax expense 3,965 14,303 (14,081 ) 4,187 Income tax expense 4,432 1,052 — 5,484 Net income (loss) $ (467 ) $ 13,251 $ (14,081 ) $ (1,297 ) Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2017 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 163,105 $ 194,892 $ — $ 357,997 Operating costs and expenses: Lease operating expenses 59,823 46,994 — 106,817 Production taxes 1,304 — — 1,304 Gathering and transportation 6,948 8,687 — 15,635 Depreciation, depletion, amortization and accretion 59,391 55,103 2,349 116,843 General and administrative expenses 20,569 24,810 — 45,379 Derivative gain (4,765 ) — — (4,765 ) Total costs and expenses 143,270 135,594 2,349 281,213 Operating income 19,835 59,298 (2,349 ) 76,784 Earnings of affiliates 49,719 — (49,719 ) — Interest expense incurred 34,284 — — 34,284 Gain on exchange of debt 7,811 — — 7,811 Other expense, net 5,073 — — 5,073 Income before income tax expense (benefit) 38,008 59,298 (52,068 ) 45,238 Income tax expense (benefit) (20,658 ) 9,579 — (11,079 ) Net income $ 58,666 $ 49,719 $ (52,068 ) $ 56,317 Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 44,585 $ 62,818 $ — $ 107,403 Operating costs and expenses: Lease operating expenses 22,624 14,896 — 37,520 Production taxes 482 — — 482 Gathering and transportation 2,103 3,058 — 5,161 Depreciation, depletion, amortization and accretion 21,959 29,861 (320 ) 51,500 Ceiling test write-down of oil and natural gas properties 28,305 25,317 4,290 57,912 General and administrative expenses 5,417 7,275 — 12,692 Derivative loss 412 — — 412 Total costs and expenses 81,302 80,407 3,970 165,679 Operating loss (36,717 ) (17,589 ) (3,970 ) (58,276 ) Loss of affiliates (16,925 ) — 16,925 — Interest expense: Incurred 23,666 27 — 23,693 Capitalized (48 ) (27 ) — (75 ) Gain on exchange of debt 123,960 — — 123,960 Other expense, net (73 ) — — (73 ) Loss before income tax benefit 46,773 (17,589 ) 12,955 42,139 Income tax benefit (3,125 ) (664 ) — (3,789 ) Net income (loss) $ 49,898 $ (16,925 ) $ 12,955 $ 45,928 Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2016 Consolidated Parent Guarantor W&T Company Subsidiaries Eliminations Offshore, Inc. (In thousands) Revenues $ 119,011 $ 165,762 $ — $ 284,773 Operating costs and expenses: Lease operating expenses 66,823 51,788 — 118,611 Production taxes 1,378 — — 1,378 Gathering and transportation 6,125 10,526 — 16,651 Depreciation, depletion, amortization and accretion 65,230 99,956 7,540 172,726 Ceiling test write-down of oil and natural gas properties 28,305 110,709 140,049 279,063 General and administrative expenses 19,390 25,980 — 45,370 Derivative loss 2,861 — — 2,861 Total costs and expenses 190,112 298,959 147,589 636,660 Operating loss (71,101 ) (133,197 ) (147,589 ) (351,887 ) Loss of affiliates (130,719 ) — 130,719 — Interest expense: Incurred 81,096 184 — 81,280 Capitalized (336 ) (184 ) — (520 ) Gain on exchange of debt 123,960 — — 123,960 Other expense, net 1,209 — — 1,209 Loss before income tax benefit (159,829 ) (133,197 ) (16,870 ) (309,896 ) Income tax benefit (41,915 ) (2,478 ) — (44,393 ) Net loss $ (117,914 ) $ (130,719 ) $ (16,870 ) $ (265,503 ) |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2017 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net income $ 58,666 $ 49,719 $ (52,068 ) $ 56,317 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 59,391 55,103 2,349 116,843 Gain on exchange of debt (7,811 ) — — (7,811 ) Amortization of debt items 1,271 — — 1,271 Share-based compensation 5,449 — — 5,449 Derivative gain (4,765 ) — — (4,765 ) Cash receipts on derivative settlements, net 3,924 — — 3,924 Deferred income taxes 321 — — 321 Earnings of affiliates (49,719 ) — 49,719 — Changes in operating assets and liabilities: Oil and natural gas receivables (2,694 ) 6,600 — 3,906 Joint interest receivables 8 — — 8 Insurance reimbursements 31,740 — — 31,740 Income taxes (9,259 ) 9,579 — 320 Prepaid expenses and other assets 1,326 (95,523 ) 96,391 2,194 Escrow deposit - Apache lawsuit (49,500 ) — — (49,500 ) Asset retirement obligation settlements (41,381 ) (14,845 ) — (56,226 ) Accounts payable, accrued liabilities and other 126,601 (3,881 ) (96,391 ) 26,329 Net cash provided by operating activities 123,568 6,752 — 130,320 Investing activities: Investment in oil and natural gas properties and equipment (68,831 ) (10,257 ) — (79,088 ) Changes in operating assets and liabilities associated with investing activities 2,174 3,505 — 5,679 Purchases of furniture, fixtures and other (905 ) — — (905 ) Net cash used in investing activities (67,562 ) (6,752 ) — (74,314 ) Financing activities: Payment of interest on 1.5 Lien Term Loan (6,170 ) — — (6,170 ) Payment of interest on 2nd Lien PIK Toggle Notes (7,335 ) — — (7,335 ) Payment of interest on 3rd Lien PIK Toggle Notes (6,201 ) — — (6,201 ) Debt exchange costs (421 ) — — (421 ) Other 49 — — 49 Net cash used in financing activities (20,078 ) — — (20,078 ) Increase in cash and cash equivalents 35,928 — — 35,928 Cash and cash equivalents, beginning of period 70,236 — — 70,236 Cash and cash equivalents, end of period $ 106,164 $ — $ — $ 106,164 Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2016 Consolidated W&T Parent Guarantor Offshore, Company Subsidiaries Eliminations Inc. (In thousands) Operating activities: Net loss $ (117,914 ) $ (130,719 ) $ (16,870 ) $ (265,503 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion, amortization and accretion 65,230 99,956 7,540 172,726 Ceiling test write-down of oil and natural gas properties 28,305 110,709 140,049 279,063 Gain on exchange of debt (123,960 ) — — (123,960 ) Debt issuance costs write-off/ amortization of debt items 2,135 — — 2,135 Share-based compensation 7,642 — — 7,642 Derivative gain 2,861 — — 2,861 Cash receipts on derivative settlements 4,746 — — 4,746 Deferred income taxes 17,962 (2,478 ) — 15,484 Loss of affiliates 130,719 — (130,719 ) — Changes in operating assets and liabilities: Oil and natural gas receivables 4,335 (4,041 ) — 294 Joint interest receivables 4,281 — — 4,281 Income taxes (52,392 ) — — (52,392 ) Prepaid expenses and other assets (14,535 ) (46,758 ) 45,165 (16,128 ) Asset retirement obligations (37,925 ) (18,242 ) — (56,167 ) Accounts payable, accrued liabilities and other 23,584 37,331 (45,165 ) 15,750 Net cash provided by (used in) operating activities (54,926 ) 45,758 — (9,168 ) Investing activities: Investment in oil and natural gas properties and equipment (17,473 ) (6,589 ) — (24,062 ) Changes in operating assets and liabilities associated with investing activities 2,269 (39,669 ) — (37,400 ) Proceeds from sales of assets 1,000 500 — 1,500 Purchases of furniture, fixtures and other (96 ) — — (96 ) Net cash used in investing activities (14,300 ) (45,758 ) — (60,058 ) Financing activities: Borrowings of long-term debt – revolving bank credit facility 340,000 — — 340,000 Repayments of long-term debt – revolving bank credit facility (340,000 ) — — (340,000 ) Issuance of 1.5 Lien Term Loan 75,000 — — 75,000 Debt exchange costs (17,920 ) — — (17,920 ) Other 83 — — 83 Net cash provided by financing activities 57,163 — — 57,163 Decrease in cash and cash equivalents (12,063 ) — — (12,063 ) Cash and cash equivalents, beginning of period 85,414 — — 85,414 Cash and cash equivalents, end of period $ 73,351 $ — $ — $ 73,351 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($)Loan | Dec. 31, 2016USD ($) | |
Basis Of Presentation [Line Items] | ||
Number of loans for which maturities will be accelerated | Loan | 2 | |
Outstanding obligation to secure financial assurances upon rescindment | $ 0 | |
Deposit Into registry of court | 49,500,000 | |
Oil and natural gas properties and equipment - full cost method, amount excluded from amortization | 0 | $ 0 |
Apache Corporation | ||
Basis Of Presentation [Line Items] | ||
Deposit Into registry of court | $ 49,500,000 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Amounts Recorded in Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Prepaid Expense And Other Assets Current [Abstract] | |||
Derivative assets | [1] | $ 1,155 | |
Prepaid/accrued insurance | 3,346 | $ 2,924 | |
Surety bond unamortized premiums | 1,689 | 2,462 | |
Prepaid deposits related to royalties | 6,455 | 6,237 | |
Other | 2,428 | 2,881 | |
Prepaid expenses and other assets | $ 15,073 | $ 14,504 | |
[1] | Includes open and closed (and not settled) derivative commodity contracts recorded at fair value. |
Basis of Presentation - Sched28
Basis of Presentation - Schedule of Oil and Natural Gas Properties and Other, Net at Cost (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment Net [Abstract] | ||
Oil and natural gas properties and equipment | $ 8,043,823 | $ 7,932,504 |
Furniture, fixtures and other | 21,803 | 20,898 |
Total property and equipment | 8,065,626 | 7,953,402 |
Less accumulated depreciation, depletion and amortization | 7,510,372 | 7,406,349 |
Oil and natural gas properties and other, net | $ 555,254 | $ 547,053 |
Basis of Presentation - Sched29
Basis of Presentation - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued interest | $ 15,037 | $ 4,189 |
Accrued salaries/payroll taxes/benefits | 7,152 | 2,777 |
Other | 4,361 | 2,234 |
Total accrued liabilities | $ 26,550 | $ 9,200 |
Basis of Presentation - Sched30
Basis of Presentation - Schedule of Other Assets (Long-term) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Assets [Abstract] | ||
Escrow deposit - Apache lawsuit | $ 49,500 | |
Appeal bond deposits | 6,925 | $ 6,925 |
Other | 4,354 | 4,539 |
Total other assets | $ 60,779 | $ 11,464 |
Basis of Presentation - Sched31
Basis of Presentation - Schedule of Other Liabilities (Long-term) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Apache lawsuit | $ 49,500 | |
Uncertain tax positions including interest/penalties | 10,905 | $ 10,584 |
Other | 6,626 | 6,521 |
Total other liabilities (long-term) | $ 67,031 | $ 17,105 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal | $ 873,733 | $ 873,733 |
Adjustments to carrying value, Debt premium, discount, issuance costs, net of amortization | (4,300) | (5,276) |
Adjustments to carrying value, Total | 120,031 | 146,994 |
Adjustments to carrying value, Current maturities | 11,147 | 8,272 |
Adjustments to carrying value, less current maturities | 108,884 | 138,722 |
Debt premium, discount, issuance costs, net of amortization | (4,300) | (5,276) |
Total long-term debt | 993,764 | 1,020,727 |
Long-term debt | 11,147 | 8,272 |
Long term debt, less current maturities | 982,617 | 1,012,455 |
11.00% 1.5 Lien Term Loan, Due November 2019 | ||
Debt Instrument [Line Items] | ||
Principal | 75,000 | 75,000 |
Adjustments to carrying value, Future interest payments | 17,652 | 23,823 |
Adjustments to carrying value, Subtotal | 17,652 | 23,823 |
Carrying Value | 92,652 | 98,823 |
9.00 % Second Lien Term Loan, Due May 2020 | ||
Debt Instrument [Line Items] | ||
Principal | 300,000 | 300,000 |
Carrying Value | 300,000 | 300,000 |
8.50% Unsecured Senior Notes, Due June 2019 | ||
Debt Instrument [Line Items] | ||
Principal | 189,829 | 189,829 |
Carrying Value | 189,829 | 189,829 |
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | ||
Debt Instrument [Line Items] | ||
Principal | 163,007 | 163,007 |
Adjustments to carrying value, Future payments-in-kind | 14,506 | 24,048 |
Adjustments to carrying value, Future interest payments | 34,873 | 36,850 |
Adjustments to carrying value, Subtotal | 49,379 | 60,898 |
Carrying Value | 212,386 | 223,905 |
8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | ||
Debt Instrument [Line Items] | ||
Principal | 145,897 | 145,897 |
Adjustments to carrying value, Future payments-in-kind | 18,618 | 26,844 |
Adjustments to carrying value, Future interest payments | 38,682 | 40,705 |
Adjustments to carrying value, Subtotal | 57,300 | 67,549 |
Carrying Value | $ 203,197 | $ 213,446 |
Long-Term Debt - Components o33
Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | Sep. 07, 2016 | May 31, 2015 | |
11.00% 1.5 Lien Term Loan, Due November 2019 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 11.00% | |||
Debt instrument maturity date | Nov. 15, 2019 | |||
9.00 % Second Lien Term Loan, Due May 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 9.00% | 9.00% | 9.00% | |
Debt instrument maturity date | May 15, 2020 | May 15, 2020 | ||
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 9.00% | 9.00% | ||
Debt instrument maturity date | May 15, 2020 | |||
Debt instrument paid in kind interest rate | 10.75% | |||
8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 8.50% | 8.50% | ||
Debt instrument maturity date | Jun. 15, 2021 | |||
Debt instrument paid in kind interest rate | 10.00% | |||
8.50% Unsecured Senior Notes, Due June 2019 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 8.50% | 8.50% | ||
Debt instrument maturity date | Jun. 15, 2019 | Jun. 15, 2019 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | Sep. 07, 2016 | May 31, 2015 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2017 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 873,733,000 | $ 873,733,000 | $ 873,733,000 | |||||
Gain on exchange of debt | $ 123,960,000 | 7,811,000 | $ 123,960,000 | |||||
8.50% Unsecured Senior Notes, Due June 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 189,829,000 | $ 189,829,000 | $ 189,829,000 | |||||
Debt instrument maturity date | Jun. 15, 2019 | Jun. 15, 2019 | ||||||
Debt instrument interest rate | 8.50% | 8.50% | 8.50% | |||||
Debt instrument payment terms | semi-annually in arrears on June 15 and December 15 | |||||||
Annual effective interest rate | 8.30% | 8.30% | ||||||
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 163,007,000 | $ 163,007,000 | $ 163,007,000 | |||||
Debt instrument maturity date | May 15, 2020 | |||||||
Debt instrument interest rate | 9.00% | 9.00% | 9.00% | |||||
Debt instrument paid in kind interest rate | 10.75% | 10.75% | ||||||
Debt instrument payment terms | Cash interest accrues at 9.00% per annum and is payable on May 15 and November 15 of each year. The Second Lien PIK Toggle Notes contain provisions whereby certain semi-annual interest is added to the principal amount through payment-in-kind instead of being paid in cash in the then current semi-annual period. For the initial interest period ending November 15, 2016, interest could only be paid-in-kind at the annual rate of 10.75%. For interest periods through March 7, 2018, if we so elect, we have the option to pay all or a portion of interest in kind at a rate of 10.75% per annum. | |||||||
Debt instrument stated interest rate percentage for payment-in-kind | 10.75% | |||||||
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash interest payable stub period | Mar. 7, 2018 | |||||||
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash interest payable stub period | May 15, 2018 | |||||||
8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 145,897,000 | 145,897,000 | $ 145,897,000 | |||||
Debt instrument maturity date | Jun. 15, 2021 | |||||||
Debt instrument interest rate | 8.50% | 8.50% | 8.50% | |||||
Debt instrument paid in kind interest rate | 10.00% | 10.00% | ||||||
Debt instrument payment terms | The maturity date will accelerate to February 28, 2019 if the remaining Unsecured Senior Notes have not been extended, renewed, refunded, defeased, discharged, replaced or refinanced by February 28, 2019. Cash interest accrues at 8.50% per annum and is payable on June 15 and December 15 of each year. The Third Lien PIK Toggle Notes contain interest provisions whereby certain semi-annual interest is added to the principal amount through payment-in-kind instead of being paid in cash in the then current semi-annual period. For the initial interest period ending December 15, 2016, interest could only be paid in kind at the annual rate of 10.00%. For interest periods through September 7, 2018, if we so elect, we have the option to pay all or a portion of interest in kind at a rate of 10.00% per annum. | |||||||
Debt instrument stated interest rate percentage for payment-in-kind | 10.00% | |||||||
11.00% 1.5 Lien Term Loan, Due November 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 75,000,000 | 75,000,000 | $ 75,000,000 | |||||
Debt instrument maturity date | Nov. 15, 2019 | |||||||
Debt instrument interest rate | 11.00% | 11.00% | ||||||
Second Lien PIK Toggle Notes and the Third Lien PIK Toggle Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Net reduction to long term debt | $ 8,200,000 | |||||||
Revolving Bank Credit Facility Due November 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving bank credit facility borrowing base | $ 150,000,000 | $ 150,000,000 | ||||||
Revolving bank credit facility maximum lender commitment | $ 150,000,000 | 150,000,000 | ||||||
First lien leverage ratio | 200.00% | |||||||
Outstanding balances on the revolving bank credit facility (including letters of credit) | $ 5,000,000 | 5,000,000 | ||||||
Unused portion of the borrowing base commitment fee | 0.50% | |||||||
Credit agreement expiration date | Nov. 8, 2018 | |||||||
Revolving bank credit facility borrowings outstanding | $ 0 | 0 | 0 | |||||
Letters of credit outstanding | 300,000 | 500,000 | 300,000 | |||||
Remaining availability | 149,700,000 | 149,700,000 | ||||||
Revolving Bank Credit Facility Due November 2018 | Scenario Covenants | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum unrestricted cash balance if revolver balance is above $5 million | $ 35,000,000 | 35,000,000 | ||||||
Revolving Bank Credit Facility Due November 2018 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Current ratio | 100.00% | |||||||
Revolving Bank Credit Facility Due November 2018 | Minimum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||
Revolving Bank Credit Facility Due November 2018 | Maximum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4.00% | |||||||
11.00% 1.5 Lien Term Loan, Due November 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity date | Nov. 15, 2019 | |||||||
Debt instrument interest rate | 11.00% | |||||||
Debt instrument payment terms | Interest accrues at 11.00% per annum and is payable quarterly in cash. | |||||||
Debt instrument frequency of interest payment in cash | quarterly | |||||||
Debt instrument, maturity date, description | 1.5 Lien Term Loan on September 7, 2016 with a maturity date of November 15, 2019. The maturity date will accelerate to February 28, 2019 if the remaining Unsecured Senior Notes have not been extended, renewed, refunded, defeased, discharged, replaced or refinanced by February 28, 2019. | |||||||
9.00 % Second Lien Term Loan, Due May 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | |||||
Debt instrument maturity date | May 15, 2020 | May 15, 2020 | ||||||
Debt instrument interest rate | 9.00% | 9.00% | 9.00% | 9.00% | ||||
Debt instrument payment terms | Interest on the Second Lien Term Loan is payable in arrears semi-annually on May 15 and November 15. | |||||||
Debt instrument discount rate | 1.00% | |||||||
Annual effective interest rate | 9.60% | 9.60% | ||||||
Exchange Transaction | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain on exchange of debt | $ 124,000,000 | $ 124,000,000 | ||||||
Deal transaction costs | $ 18,900,000 | |||||||
Common stock issued value per share | $ 1.76 | |||||||
Basic and diluted income (loss) per common share | $ 1.33 | $ 0.06 | $ 1.52 | |||||
Additional expense charged to gain on exchange of debt | $ 400,000 | |||||||
Exchange Transaction | 8.50% Unsecured Senior Notes, Due June 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 710,200,000 | |||||||
Percentage of unsecured senior notes exchanged | 79.00% | |||||||
Debt instrument maturity date | Jun. 15, 2019 | |||||||
Exchange Transaction | 8.50% Unsecured Senior Notes, Due June 2019 | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion, common stock shares issued | 60.4 | |||||||
Exchange Transaction | 9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 159,800,000 | |||||||
Debt instrument maturity date | May 15, 2020 | |||||||
Exchange Transaction | 9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate | 9.00% | |||||||
Exchange Transaction | 9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument paid in kind interest rate | 10.75% | |||||||
Exchange Transaction | 8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 142,000,000 | |||||||
Debt instrument maturity date | Jun. 15, 2021 | |||||||
Exchange Transaction | 8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate | 8.50% | |||||||
Exchange Transaction | 8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument paid in kind interest rate | 10.00% | |||||||
Exchange Transaction | 11.00% 1.5 Lien Term Loan, Due November 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument aggregate principal amount | $ 75,000,000 | |||||||
Debt instrument maturity date | Nov. 15, 2019 | |||||||
Debt instrument interest rate | 11.00% | |||||||
Exchange Transaction | 1.5 Lien Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense recorded for new debt | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Derivatives Financial Instruments and Long-Term Debt (Details) - Fair Value, Inputs, Level 2 - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of commodity derivative contracts | $ 841 | ||
11.00% 1.5 Lien Term Loan, Due November 2019 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, term loan fair value | [1] | 75,000 | $ 75,000 |
9.00 % Second Lien Term Loan, Due May 2020 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, term loan fair value | [1] | 267,000 | 255,000 |
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, notes fair value | [1] | 143,446 | 122,255 |
8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, notes fair value | [1] | 106,505 | 80,243 |
8.50% Unsecured Senior Notes, Due June 2019 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, notes fair value | [1] | $ 167,050 | $ 123,389 |
[1] | The long-term debt items are reported on the Condensed Consolidated Balance Sheets at their carrying value as described in Note 2. |
Fair Value Measurements - Sch36
Fair Value Measurements - Schedule of Fair Value of Derivatives Financial Instruments and Long-Term Debt (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | Sep. 07, 2016 | May 31, 2015 | |
11.00% 1.5 Lien Term Loan, Due November 2019 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument interest rate | 11.00% | |||
Debt instrument maturity date | Nov. 15, 2019 | |||
9.00 % Second Lien Term Loan, Due May 2020 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument interest rate | 9.00% | 9.00% | 9.00% | |
Debt instrument maturity date | May 15, 2020 | May 15, 2020 | ||
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument interest rate | 9.00% | 9.00% | ||
Debt instrument maturity date | May 15, 2020 | |||
Debt instrument paid in kind interest rate | 10.75% | |||
8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument interest rate | 8.50% | 8.50% | ||
Debt instrument maturity date | Jun. 15, 2021 | |||
Debt instrument paid in kind interest rate | 10.00% | |||
8.50% Unsecured Senior Notes, Due June 2019 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument interest rate | 8.50% | 8.50% | ||
Debt instrument maturity date | Jun. 15, 2019 | Jun. 15, 2019 |
Asset Retirement Obligations -
Asset Retirement Obligations - Summary of Changes to Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Asset retirement obligations, beginning of period | $ 334,438 | |||
Asset retirement obligation settlements | (56,226) | $ (56,167) | ||
Accretion of discount | 12,820 | |||
Revisions of estimated liabilities | [1] | 13,984 | ||
Asset retirement obligations, end of period | 305,016 | |||
Less current portion | 29,456 | $ 78,264 | ||
Long-term | $ 275,560 | $ 256,174 | ||
[1] | Revisions were primarily related to changes from sustained casing pressure at four fields. Wells that experience sustained casing pressure require more days and greater work scope to complete the abandonment project. |
Derivative Financial Instrume38
Derivative Financial Instruments - Open Commodity Derivatives (Details) | 9 Months Ended | |
Sep. 30, 2017MMBTU$ / Derivativebbl | ||
NYMEX Crude Oil - Swap | ||
Derivatives Fair Value [Line Items] | ||
Termination Period | 4th Quarter | |
Notional Quantity (Bbls/day) | bbl | 1,000 | [1] |
Notional Quantity (Bbls) | bbl | 92,000 | [1] |
Strike Price | 55.25 | |
NYMEX Crude Oil - Two-Way Collars | ||
Derivatives Fair Value [Line Items] | ||
Termination Period | 4th Quarter | |
Notional Quantity (Bbls/day) | bbl | 4,000 | [1] |
Notional Quantity (Bbls) | bbl | 368,000 | [1] |
NYMEX Crude Oil - Two-Way Collars | Put Option | Bought | ||
Derivatives Fair Value [Line Items] | ||
Weighted Average Contract Price | 50 | |
NYMEX Crude Oil - Two-Way Collars | Call Option | Sold | ||
Derivatives Fair Value [Line Items] | ||
Weighted Average Contract Price | 60.15 | |
NYMEX Natural Gas - Two-Way Collars | ||
Derivatives Fair Value [Line Items] | ||
Termination Period | 4th Quarter (2) | [2] |
Notional Quantity (MMBtu's/day) | MMBTU | 30,000 | [1] |
Notional Quantity (MMBtu's) | MMBTU | 1,830,000 | [1] |
NYMEX Natural Gas - Two-Way Collars | Put Option | Bought | ||
Derivatives Fair Value [Line Items] | ||
Weighted Average Contract Price | 3.07 | |
NYMEX Natural Gas - Two-Way Collars | Call Option | Sold | ||
Derivatives Fair Value [Line Items] | ||
Weighted Average Contract Price | 3.96 | |
[1] | Volume Measurements: Bbls – barrelsMMBtu’s – million British Thermal Units. | |
[2] | The natural gas derivative contracts are priced and closed in the last week prior to the related production month. Natural gas derivative contracts related to October 2017 production were priced and closed in September 2017 and are not included in the above table as these were not open derivative contracts as of September 30, 2017. |
Derivative Financial Instrume39
Derivative Financial Instruments - Summary of Open and Closed (Not Settled) Commodity Derivative Contracts (Details) $ in Thousands | Sep. 30, 2017USD ($) | |
Derivatives Fair Value [Line Items] | ||
Derivative assets | $ 1,155 | [1] |
Open Contracts | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | 841 | |
Closed Contracts - Not Settled | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | $ 314 | |
[1] | Includes open and closed (and not settled) derivative commodity contracts recorded at fair value. |
Derivative Financial Instrume40
Derivative Financial Instruments - Changes in Fair Value and Settlements of Commodity Derivative Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Gain Loss On Derivative Instruments Net Pretax [Abstract] | ||||
Derivative (gain) loss | $ 2,879 | $ 412 | $ (4,765) | $ 2,861 |
Derivative Financial Instrume41
Derivative Financial Instruments - Cash Receipts on Derivative Settlements, Net Included within Net Cash Provided by (Used in) Operating Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Cash receipts on derivative settlements, net | $ 3,924 | $ 4,746 |
Share-Based Compensation and 42
Share-Based Compensation and Cash-Based Incentive Compensation - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock available for award under plans | 14,633,337 | ||
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted, grant date fair value | $ 5,800,000 | ||
Unrecognized share-based compensation expense | $ 7,800,000 | ||
Recognition period for unrecognized compensation expense | 2019-11 | ||
Restricted Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted, grant date fair value | $ 300,000 | ||
Unrecognized share-based compensation expense | $ 400,000 | ||
Recognition period for unrecognized compensation expense | 2019-04 | ||
Cash-Based Incentive Awards | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Adjusted EBITDA less interest expense | $ 200,000,000 | $ 300,000,000 | $ 300,000,000 |
2010 Restated Incentive Compensation Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Amendment increased the number of shares available in the Plan | 7,700,000 | ||
Directors Compensation Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock available for award under plans | 170,524 |
Share-Based Compensation and 43
Share-Based Compensation and Cash-Based Incentive Compensation - Summary of Share Activity Related to Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested, beginning of period | shares | 6,107,248 |
Granted | shares | 2,095,851 |
Vested | shares | (323,870) |
Forfeited | shares | (343,918) |
Nonvested, end of period | shares | 7,535,311 |
Weighted Average Grant Date Value, Beginning of period | $ / shares | $ 2.73 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.77 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 2.73 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 2.76 |
Weighted Average Grant Date Value, End of period | $ / shares | $ 2.74 |
Share-Based Compensation and 44
Share-Based Compensation and Cash-Based Incentive Compensation - Schedule of Outstanding Restricted Stock Units Issued to Eligible Employees (Details) - Restricted Stock Units (RSUs) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards expected to vest by period | 7,535,311 | 6,107,248 |
2,017 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards expected to vest by period | 2,087,768 | |
2,018 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards expected to vest by period | 3,443,731 | |
2,019 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards expected to vest by period | 2,003,812 |
Share-Based Compensation and 45
Share-Based Compensation and Cash-Based Incentive Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Shares | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested, beginning of period | shares | 161,296 |
Granted | shares | 147,372 |
Vested | shares | (62,140) |
Nonvested, end of period | shares | 246,528 |
Weighted Average Grant Date Value, Beginning of period | $ / shares | $ 3.47 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.90 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 4.51 |
Weighted Average Grant Date Value, End of period | $ / shares | $ 2.27 |
Share-Based Compensation and 46
Share-Based Compensation and Cash-Based Incentive Compensation - Outstanding Restricted Shares Issued to Non-employee Directors (Details) - Restricted Shares - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards expected to vest by period | 246,528 | 161,296 |
2,018 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards expected to vest by period | 106,240 | |
2,019 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards expected to vest by period | 91,164 | |
2,020 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards expected to vest by period | 49,124 |
Share-Based Compensation and 47
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 1,984 | $ 2,521 | $ 6,324 | $ 7,642 |
Tax benefit computed at the statutory rate | 694 | 883 | 2,213 | 2,675 |
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | 1,914 | 2,451 | 6,114 | 7,339 |
Restricted Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 70 | $ 70 | $ 210 | $ 303 |
Share-Based Awards and Cash-Bas
Share-Based Awards and Cash-Based Awards - Summary of Compensation Expense Related to Share-Based Awards and Cash-Based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share Based And Cash Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation charged to operating income | $ 1,984 | $ 2,521 | $ 6,324 | $ 7,642 |
Total charged to operating income | 5,201 | 2,521 | 10,939 | 7,642 |
General And Administrative Expense | ||||
Employee Service Share Based And Cash Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation charged to operating income | 1,984 | $ 2,521 | 6,324 | $ 7,642 |
Cash-based incentive compensation charged to operating income | 2,287 | 3,291 | ||
Lease Operating Expense | ||||
Employee Service Share Based And Cash Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Cash-based incentive compensation charged to operating income | $ 930 | $ 1,324 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Income tax expense (benefit) | $ 5,484 | $ (3,789) | $ (11,079) | $ (44,393) | |
Cash paid for income taxes | 200 | 300 | |||
Income tax refund received | 11,900 | $ 7,800 | |||
Current income tax receivables | 11,623 | 11,623 | $ 11,943 | ||
Non-current income tax receivables | 52,097 | 52,097 | 52,097 | ||
Valuation allowance | $ 274,500 | $ 274,500 | $ 290,200 | ||
Minimum | |||||
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Tax years under examination | 2,013 | ||||
Maximum | |||||
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Tax years under examination | 2,016 |
Earnings_ (Loss) Per Share - Sc
Earnings/ (Loss) 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Net income (loss) | $ (1,297) | $ 45,928 | $ 56,317 | $ (265,503) |
Less portion allocated to nonvested shares | 1,689 | 2,349 | ||
Net income (loss) allocated to common shares | $ (1,297) | $ 44,239 | $ 53,968 | $ (265,503) |
Weighted average common shares outstanding | 137,575 | 92,243 | 137,547 | 81,748 |
Basic and diluted earnings (loss) per common share | $ (0.01) | $ 0.48 | $ 0.39 | $ (3.25) |
Shares excluded due to being anti-dilutive (weighted-average) | 7,709 | 3,833 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) | Jan. 27, 2017USD ($) | Oct. 28, 2016USD ($) | Dec. 15, 2014USD ($)DeepwaterWell | Sep. 30, 2017USD ($)Order | Sep. 30, 2017USD ($)claim | Jun. 30, 2017USD ($) | May 31, 2017USD ($) | Dec. 31, 2010USD ($) |
Loss Contingencies [Line Items] | ||||||||
Outstanding obligation to secure financial assurances upon rescindment | $ 0 | |||||||
Number of supplemental bonding orders rescinded | Order | 4 | |||||||
Additional supplemental bonding | $ 260,800,000 | 260,800,000 | ||||||
Number of deepwater wells abandoned | DeepwaterWell | 3 | |||||||
Deposit Into registry of court | 49,500,000 | 49,500,000 | ||||||
Loss contingency accrued amount | 49,500,000 | $ 49,500,000 | ||||||
Notified disallowed amount in reductions taken by ONRR | $ 4,700,000 | |||||||
Payments for royalty | $ 4,700,000 | |||||||
Royalty payment processing revised period | 84 months | |||||||
Additional royalty payment | $ 1,200,000 | |||||||
BSEE | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency accrued amount | 3,400,000 | $ 3,400,000 | ||||||
Number of notices | claim | 6 | |||||||
Proposed civil penalties related to various incidents of noncompliance, total | $ 7,400,000 | |||||||
Payments for civil penalty | 100,000 | |||||||
Increase in estimated liability | 1,900,000 | |||||||
Apache Corporation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Deposit Into registry of court | 49,500,000 | 49,500,000 | ||||||
Apache Corporation | Judicial Ruling | ||||||||
Loss Contingencies [Line Items] | ||||||||
Amount owed to Apache under judicial decision | $ 43,200,000 | |||||||
Prejudgment interest, attorney fees and judgment costs | $ 6,300,000 | |||||||
Amount awarded for non-compliance fines and lawsuits | $ 43,200,000 | $ 24,900,000 | ||||||
Amount offset against litigation compensation amount | $ 17,000,000 | |||||||
Apache Corporation | Judicial Ruling | Other Income/Expense | ||||||||
Loss Contingencies [Line Items] | ||||||||
Recognized prejudgment interest, attorney fees and judgment costs. | 6,300,000 | |||||||
Apache Corporation | Judicial Ruling | Asset Retirement Obligation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Capitalized loss contingency damages payable to other party except attorney fees judgment costs and prejudgment interest | 43,200,000 | 43,200,000 | ||||||
Apache Corporation | Judicial Ruling | Other Noncurrent Assets | ||||||||
Loss Contingencies [Line Items] | ||||||||
Deposit Into registry of court | $ 49,500,000 | |||||||
Apache Corporation | Judicial Ruling | Other Noncurrent Liabilities | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency accrued amount | $ 49,500,000 | $ 49,500,000 |
Supplemental Guarantor Inform52
Supplemental Guarantor Information - Additional Information (Details) | Sep. 30, 2017 |
Debt Disclosure [Abstract] | |
Percentage of subsidiaries owned | 100.00% |
Supplemental Guarantor Inform53
Supplemental Guarantor Information - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 106,164 | $ 70,236 | $ 73,351 | $ 85,414 |
Receivables: | ||||
Oil and natural gas sales | 39,165 | 43,073 | ||
Joint interest | 21,877 | 21,885 | ||
Insurance reimbursement | 30,100 | |||
Income taxes | 11,623 | 11,943 | ||
Total receivables | 72,665 | 107,001 | ||
Prepaid expenses and other assets | 15,073 | 14,504 | ||
Total current assets | 193,902 | 191,741 | ||
Oil and natural gas properties and other, net | 555,254 | 547,053 | ||
Restricted deposits for asset retirement obligations | 25,339 | 27,371 | ||
Income tax receivables | 52,097 | 52,097 | ||
Other assets | 60,779 | 11,464 | ||
Total assets | 887,371 | 829,726 | ||
Current liabilities: | ||||
Accounts payable | 72,197 | 81,039 | ||
Undistributed oil and natural gas proceeds | 20,084 | 26,254 | ||
Asset retirement obligations | 29,456 | 78,264 | ||
Long-term debt | 11,147 | 8,272 | ||
Accrued liabilities | 26,550 | 9,200 | ||
Total current liabilities | 159,434 | 203,029 | ||
Long-term debt: | ||||
Principal | 873,733 | 873,733 | ||
Carrying value adjustments | 108,884 | 138,722 | ||
Long term debt, less current portion - carrying value | 982,617 | 1,012,455 | ||
Asset retirement obligations, less current portion | 275,560 | 256,174 | ||
Other liabilities | 67,031 | 17,105 | ||
Shareholders’ deficit: | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 545,422 | 539,973 | ||
Retained earnings (deficit) | (1,118,527) | (1,174,844) | ||
Treasury stock, at cost | (24,167) | (24,167) | ||
Total shareholders’ equity (deficit) | (597,271) | (659,037) | ||
Total liabilities and shareholders’ equity (deficit) | 887,371 | 829,726 | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 106,164 | 70,236 | $ 73,351 | $ 85,414 |
Receivables: | ||||
Oil and natural gas sales | 4,866 | 2,173 | ||
Joint interest | 21,877 | 21,885 | ||
Insurance reimbursement | 30,100 | |||
Income taxes | 120,402 | 111,215 | ||
Total receivables | 147,145 | 165,373 | ||
Prepaid expenses and other assets | 13,884 | 12,448 | ||
Total current assets | 267,193 | 248,057 | ||
Oil and natural gas properties and other, net | 402,385 | 360,966 | ||
Restricted deposits for asset retirement obligations | 25,339 | 27,371 | ||
Income tax receivables | 52,097 | 52,097 | ||
Other assets | 493,965 | 394,931 | ||
Total assets | 1,240,979 | 1,083,422 | ||
Current liabilities: | ||||
Accounts payable | 65,581 | 74,306 | ||
Undistributed oil and natural gas proceeds | 18,582 | 24,493 | ||
Asset retirement obligations | 27,613 | 62,261 | ||
Long-term debt | 11,147 | 8,272 | ||
Accrued liabilities | 26,572 | 9,293 | ||
Total current liabilities | 149,495 | 178,625 | ||
Long-term debt: | ||||
Principal | 873,733 | 873,733 | ||
Carrying value adjustments | 108,884 | 138,722 | ||
Long term debt, less current portion - carrying value | 982,617 | 1,012,455 | ||
Asset retirement obligations, less current portion | 148,468 | 142,376 | ||
Other liabilities | 554,366 | 408,050 | ||
Shareholders’ deficit: | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 545,422 | 539,973 | ||
Retained earnings (deficit) | (1,115,223) | (1,173,891) | ||
Treasury stock, at cost | (24,167) | (24,167) | ||
Total shareholders’ equity (deficit) | (593,967) | (658,084) | ||
Total liabilities and shareholders’ equity (deficit) | 1,240,979 | 1,083,422 | ||
Guarantor Subsidiaries | ||||
Receivables: | ||||
Oil and natural gas sales | 34,299 | 40,900 | ||
Total receivables | 34,299 | 40,900 | ||
Prepaid expenses and other assets | 1,189 | 2,056 | ||
Total current assets | 35,488 | 42,956 | ||
Oil and natural gas properties and other, net | 156,172 | 187,040 | ||
Other assets | 441,133 | 344,742 | ||
Total assets | 632,793 | 574,738 | ||
Current liabilities: | ||||
Accounts payable | 6,616 | 6,733 | ||
Undistributed oil and natural gas proceeds | 1,502 | 1,761 | ||
Asset retirement obligations | 1,843 | 16,003 | ||
Accrued liabilities | 108,757 | 99,179 | ||
Total current liabilities | 118,718 | 123,676 | ||
Long-term debt: | ||||
Asset retirement obligations, less current portion | 127,092 | 113,798 | ||
Shareholders’ deficit: | ||||
Additional paid-in capital | 704,885 | 704,885 | ||
Retained earnings (deficit) | (317,902) | (367,621) | ||
Total shareholders’ equity (deficit) | 386,983 | 337,264 | ||
Total liabilities and shareholders’ equity (deficit) | 632,793 | 574,738 | ||
Eliminations | ||||
Receivables: | ||||
Income taxes | (108,779) | (99,272) | ||
Total receivables | (108,779) | (99,272) | ||
Total current assets | (108,779) | (99,272) | ||
Oil and natural gas properties and other, net | (3,303) | (953) | ||
Other assets | (874,319) | (728,209) | ||
Total assets | (986,401) | (828,434) | ||
Current liabilities: | ||||
Accrued liabilities | (108,779) | (99,272) | ||
Total current liabilities | (108,779) | (99,272) | ||
Long-term debt: | ||||
Other liabilities | (487,335) | (390,945) | ||
Shareholders’ deficit: | ||||
Additional paid-in capital | (704,885) | (704,885) | ||
Retained earnings (deficit) | 314,598 | 366,668 | ||
Total shareholders’ equity (deficit) | (390,287) | (338,217) | ||
Total liabilities and shareholders’ equity (deficit) | $ (986,401) | $ (828,434) |
Supplemental Guarantor Inform54
Supplemental Guarantor Information - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Income Statements Captions [Line Items] | ||||
Revenues | $ 110,281 | $ 107,403 | $ 357,997 | $ 284,773 |
Operating costs and expenses: | ||||
Lease operating expenses | 35,134 | 37,520 | 106,817 | 118,611 |
Production taxes | 340 | 482 | 1,304 | 1,378 |
Gathering and transportation | 4,108 | 5,161 | 15,635 | 16,651 |
Depreciation, depletion, amortization and accretion | 36,489 | 51,500 | 116,843 | 172,726 |
Ceiling test write-down of oil and natural gas properties | 57,912 | 279,063 | ||
General and administrative expenses | 15,631 | 12,692 | 45,379 | 45,370 |
Derivative (gain) loss | 2,879 | 412 | (4,765) | 2,861 |
Total costs and expenses | 94,581 | 165,679 | 281,213 | 636,660 |
Operating income (loss) | 15,700 | (58,276) | 76,784 | (351,887) |
Interest expense: | ||||
Incurred | 11,554 | 23,693 | 34,284 | 81,280 |
Capitalized | (75) | (520) | ||
Gain on exchange of debt | 123,960 | 7,811 | 123,960 | |
Other expense, net | (41) | (73) | 5,073 | 1,209 |
Income (loss) before income tax expense (benefit) | 4,187 | 42,139 | 45,238 | (309,896) |
Income tax expense (benefit) | 5,484 | (3,789) | (11,079) | (44,393) |
Net income (loss) | (1,297) | 45,928 | 56,317 | (265,503) |
Parent Company | ||||
Condensed Income Statements Captions [Line Items] | ||||
Revenues | 51,981 | 44,585 | 163,105 | 119,011 |
Operating costs and expenses: | ||||
Lease operating expenses | 18,796 | 22,624 | 59,823 | 66,823 |
Production taxes | 340 | 482 | 1,304 | 1,378 |
Gathering and transportation | 1,804 | 2,103 | 6,948 | 6,125 |
Depreciation, depletion, amortization and accretion | 18,804 | 21,959 | 59,391 | 65,230 |
Ceiling test write-down of oil and natural gas properties | 28,305 | 28,305 | ||
General and administrative expenses | 7,131 | 5,417 | 20,569 | 19,390 |
Derivative (gain) loss | 2,879 | 412 | (4,765) | 2,861 |
Total costs and expenses | 49,754 | 81,302 | 143,270 | 190,112 |
Operating income (loss) | 2,227 | (36,717) | 19,835 | (71,101) |
Earnings (loss) of affiliates | 13,251 | (16,925) | 49,719 | (130,719) |
Interest expense: | ||||
Incurred | 11,554 | 23,666 | 34,284 | 81,096 |
Capitalized | (48) | (336) | ||
Gain on exchange of debt | 123,960 | 7,811 | 123,960 | |
Other expense, net | (41) | (73) | 5,073 | 1,209 |
Income (loss) before income tax expense (benefit) | 3,965 | 46,773 | 38,008 | (159,829) |
Income tax expense (benefit) | 4,432 | (3,125) | (20,658) | (41,915) |
Net income (loss) | (467) | 49,898 | 58,666 | (117,914) |
Guarantor Subsidiaries | ||||
Condensed Income Statements Captions [Line Items] | ||||
Revenues | 58,300 | 62,818 | 194,892 | 165,762 |
Operating costs and expenses: | ||||
Lease operating expenses | 16,338 | 14,896 | 46,994 | 51,788 |
Gathering and transportation | 2,304 | 3,058 | 8,687 | 10,526 |
Depreciation, depletion, amortization and accretion | 16,855 | 29,861 | 55,103 | 99,956 |
Ceiling test write-down of oil and natural gas properties | 25,317 | 110,709 | ||
General and administrative expenses | 8,500 | 7,275 | 24,810 | 25,980 |
Total costs and expenses | 43,997 | 80,407 | 135,594 | 298,959 |
Operating income (loss) | 14,303 | (17,589) | 59,298 | (133,197) |
Interest expense: | ||||
Incurred | 27 | 184 | ||
Capitalized | (27) | (184) | ||
Income (loss) before income tax expense (benefit) | 14,303 | (17,589) | 59,298 | (133,197) |
Income tax expense (benefit) | 1,052 | (664) | 9,579 | (2,478) |
Net income (loss) | 13,251 | (16,925) | 49,719 | (130,719) |
Eliminations | ||||
Operating costs and expenses: | ||||
Depreciation, depletion, amortization and accretion | 830 | (320) | 2,349 | 7,540 |
Ceiling test write-down of oil and natural gas properties | 4,290 | 140,049 | ||
Total costs and expenses | 830 | 3,970 | 2,349 | 147,589 |
Operating income (loss) | (830) | (3,970) | (2,349) | (147,589) |
Earnings (loss) of affiliates | (13,251) | 16,925 | (49,719) | 130,719 |
Interest expense: | ||||
Income (loss) before income tax expense (benefit) | (14,081) | 12,955 | (52,068) | (16,870) |
Net income (loss) | $ (14,081) | $ 12,955 | $ (52,068) | $ (16,870) |
Supplemental Guarantor Inform55
Supplemental Guarantor Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||||
Net income (loss) | $ (1,297) | $ 45,928 | $ 56,317 | $ (265,503) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation, depletion, amortization and accretion | 36,489 | 51,500 | 116,843 | 172,726 |
Ceiling test write-down of oil and natural gas properties | 57,912 | 279,063 | ||
Gain on exchange of debt | (123,960) | (7,811) | (123,960) | |
Debt issuance costs write-off/ amortization of debt items | 1,271 | 2,135 | ||
Share-based compensation | 5,449 | 7,642 | ||
Derivative (gain) loss | 2,879 | 412 | (4,765) | 2,861 |
Cash receipts on derivative settlements, net | 3,924 | 4,746 | ||
Deferred income taxes | 321 | 15,484 | ||
Changes in operating assets and liabilities: | ||||
Oil and natural gas receivables | 3,906 | 294 | ||
Joint interest receivables | 8 | 4,281 | ||
Insurance reimbursements | 31,740 | |||
Income taxes | 320 | (52,392) | ||
Prepaid expenses and other assets | 2,194 | (16,128) | ||
Escrow deposit - Apache lawsuit | (49,500) | |||
Asset retirement obligation settlements | (56,226) | (56,167) | ||
Accounts payable, accrued liabilities and other | 26,329 | 15,750 | ||
Net cash provided by (used in) operating activities | 130,320 | (9,168) | ||
Investing activities: | ||||
Investment in oil and natural gas properties and equipment | (79,088) | (24,062) | ||
Changes in operating assets and liabilities associated with investing activities | 5,679 | (37,400) | ||
Proceeds from sales of assets | 1,500 | |||
Purchases of furniture, fixtures and other | (905) | (96) | ||
Net cash used in investing activities | (74,314) | (60,058) | ||
Financing activities: | ||||
Borrowings of long-term debt - revolving bank credit facility | 340,000 | |||
Repayments of long-term debt - revolving bank credit facility | (340,000) | |||
Debt exchange costs | (421) | (17,920) | ||
Other | 49 | 83 | ||
Net cash provided by (used in) financing activities | (20,078) | 57,163 | ||
Increase (decrease) in cash and cash equivalents | 35,928 | (12,063) | ||
Cash and cash equivalents, beginning of period | 70,236 | 85,414 | ||
Cash and cash equivalents, end of period | 106,164 | 73,351 | 106,164 | 73,351 |
Parent Company | ||||
Operating activities: | ||||
Net income (loss) | (467) | 49,898 | 58,666 | (117,914) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation, depletion, amortization and accretion | 18,804 | 21,959 | 59,391 | 65,230 |
Ceiling test write-down of oil and natural gas properties | 28,305 | 28,305 | ||
Gain on exchange of debt | (123,960) | (7,811) | (123,960) | |
Debt issuance costs write-off/ amortization of debt items | 1,271 | 2,135 | ||
Share-based compensation | 5,449 | 7,642 | ||
Derivative (gain) loss | 2,879 | 412 | (4,765) | 2,861 |
Cash receipts on derivative settlements, net | 3,924 | 4,746 | ||
Deferred income taxes | 321 | 17,962 | ||
Earnings (loss) of affiliates | (13,251) | 16,925 | (49,719) | 130,719 |
Changes in operating assets and liabilities: | ||||
Oil and natural gas receivables | (2,694) | 4,335 | ||
Joint interest receivables | 8 | 4,281 | ||
Insurance reimbursements | 31,740 | |||
Income taxes | (9,259) | (52,392) | ||
Prepaid expenses and other assets | 1,326 | (14,535) | ||
Escrow deposit - Apache lawsuit | (49,500) | |||
Asset retirement obligation settlements | (41,381) | (37,925) | ||
Accounts payable, accrued liabilities and other | 126,601 | 23,584 | ||
Net cash provided by (used in) operating activities | 123,568 | (54,926) | ||
Investing activities: | ||||
Investment in oil and natural gas properties and equipment | (68,831) | (17,473) | ||
Changes in operating assets and liabilities associated with investing activities | 2,174 | 2,269 | ||
Proceeds from sales of assets | 1,000 | |||
Purchases of furniture, fixtures and other | (905) | (96) | ||
Net cash used in investing activities | (67,562) | (14,300) | ||
Financing activities: | ||||
Borrowings of long-term debt - revolving bank credit facility | 340,000 | |||
Repayments of long-term debt - revolving bank credit facility | (340,000) | |||
Debt exchange costs | (421) | (17,920) | ||
Other | 49 | 83 | ||
Net cash provided by (used in) financing activities | (20,078) | 57,163 | ||
Increase (decrease) in cash and cash equivalents | 35,928 | (12,063) | ||
Cash and cash equivalents, beginning of period | 70,236 | 85,414 | ||
Cash and cash equivalents, end of period | 106,164 | 73,351 | 106,164 | 73,351 |
Guarantor Subsidiaries | ||||
Operating activities: | ||||
Net income (loss) | 13,251 | (16,925) | 49,719 | (130,719) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation, depletion, amortization and accretion | 16,855 | 29,861 | 55,103 | 99,956 |
Ceiling test write-down of oil and natural gas properties | 25,317 | 110,709 | ||
Deferred income taxes | (2,478) | |||
Changes in operating assets and liabilities: | ||||
Oil and natural gas receivables | 6,600 | (4,041) | ||
Income taxes | 9,579 | |||
Prepaid expenses and other assets | (95,523) | (46,758) | ||
Asset retirement obligation settlements | (14,845) | (18,242) | ||
Accounts payable, accrued liabilities and other | (3,881) | 37,331 | ||
Net cash provided by (used in) operating activities | 6,752 | 45,758 | ||
Investing activities: | ||||
Investment in oil and natural gas properties and equipment | (10,257) | (6,589) | ||
Changes in operating assets and liabilities associated with investing activities | 3,505 | (39,669) | ||
Proceeds from sales of assets | 500 | |||
Net cash used in investing activities | (6,752) | (45,758) | ||
11.00% 1.5 Lien Term Loan, Due November 2019 | ||||
Financing activities: | ||||
Issuance of Term Loan | 75,000 | |||
Payment of interest | (6,170) | |||
11.00% 1.5 Lien Term Loan, Due November 2019 | Parent Company | ||||
Financing activities: | ||||
Issuance of Term Loan | 75,000 | |||
Payment of interest | (6,170) | |||
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | ||||
Financing activities: | ||||
Payment of interest | (7,335) | |||
9.00%/10.75% Second Lien PIK Toggle Notes, Due May 2020 | Parent Company | ||||
Financing activities: | ||||
Payment of interest | (7,335) | |||
8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | ||||
Financing activities: | ||||
Payment of interest | (6,201) | |||
8.50%/10.00% Third Lien PIK Toggle Notes, Due June 2021 | Parent Company | ||||
Financing activities: | ||||
Payment of interest | (6,201) | |||
Eliminations | ||||
Operating activities: | ||||
Net income (loss) | (14,081) | 12,955 | (52,068) | (16,870) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation, depletion, amortization and accretion | 830 | (320) | 2,349 | 7,540 |
Ceiling test write-down of oil and natural gas properties | 4,290 | 140,049 | ||
Earnings (loss) of affiliates | $ 13,251 | $ (16,925) | 49,719 | (130,719) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other assets | 96,391 | 45,165 | ||
Accounts payable, accrued liabilities and other | $ (96,391) | $ (45,165) |