INVESTMENTS AND DERIVATIVES | 3 Months Ended |
Mar. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
INVESTMENTS AND DERIVATIVES | NOTE 7 - INVESTMENTS AND DERIVATIVES |
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Investment Holdings - Available for Sale Securities |
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The Company's investment holdings in available for sale securities are concentrated in three issuers whose business activities are related to the oil and natural gas or minerals mining industries. These investments are ancillary to the Company's overall operating strategy and such concentrations of risk related to investment holdings do not pose a substantial risk to the Company's operational performance. The Company evaluates factors that it believes could influence the fair value of the issuers' securities such as management, assets, earnings, cash generation, and capital needs. |
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The fair values of equity securities fluctuate based upon changes in market prices. Gross unrealized losses on investments are considered for other-than-temporary impairment when such losses have continued for more than a 12-month period. However, security-specific circumstances may arise where an investment is considered impaired when gross unrealized losses have been observed for less than twelve months. At December 31, 2014, the Company did not hold any equity securities which were in a gross unrealized loss position for greater than a year, and no impairments were recognized for the period then ended. At March 31, 2015, the Company's investment in New Standard Energy Limited ("NSE"), an Australian Securities Exchange-listed Australian company, was in a gross unrealized loss position for greater than a year. The Company reviewed its investment for impairment and considered such factors as NSE's future business outlook, the prevailing economic environment and the overall market condition for the Company's investment. As a result of its review, the Company recorded an other-than-temporary impairment of $9.0 million which was reclassified from accumulated other comprehensive income into "Other expense" on the consolidated statements of operations during the period ended March 31, 2015, related to the decline in value of its investment in NSE. |
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Investment Holdings - GreenHunter |
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The Company holds an equity method investment in common shares of GreenHunter received as partial consideration for the sale by Triad Hunter of its equity ownership interest in Hunter Disposal to GreenHunter in 2012. The GreenHunter common stock investment had no carrying value at March 31, 2015 or December 31, 2014. The GreenHunter common shares are publicly traded and had a fair value of $1.3 million at March 31, 2015 and December 31, 2014, which is not reflected in the carrying value since the Company's investment is accounted for using the equity method. |
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Investment Holdings - Eureka Hunter Holdings |
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Following a series of transactions and capital contributions that occurred up to and including December 18, 2014, the Company determined it no longer held a controlling financial interest in Eureka Hunter Holdings. However, the Company exercises significant influence through its retained equity interest and through representation on Eureka Hunter Holdings' board of managers. As a result, the Company uses the equity method to account for its retained interest in Eureka Hunter Holdings. |
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On November 18, 2014, the Company entered into a letter agreement (the "November 2014 Letter Agreement") with Eureka Hunter Holdings and MSIP II Buffalo Holdings, LLC ("MSI"), an affiliate of Morgan Stanley Infrastructure II Inc. Pursuant to the November 2014 Letter Agreement, the parties agreed that, among other things, the Company would make a $13.3 million capital contribution (the "MHR 2015 Contribution") in cash to Eureka Hunter Holdings on or before March 31, 2015, in exchange for additional Series A-1 Units in Eureka Hunter Holdings. |
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On March 30, 2015, the Company, Eureka Hunter Holdings and MSI entered into an additional letter agreement (the "March 2015 Letter Agreement"), pursuant to which the parties agreed that, among other things, (i) the Company is no longer required to make the MHR 2015 Contribution and (ii) MSI would make certain additional capital contributions to Eureka Hunter Holdings in exchange for additional Series A-2 Units. Pursuant to the March 2015 Letter Agreement, MSI purchased additional Series A-2 Units of Eureka Hunter Holdings as follows: |
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i. | On March 31, 2015, MSI made a capital contribution in cash to Eureka Hunter Holdings of approximately $27.2 million (the "2015 Growth CapEx Projects Contribution") in exchange for additional Series A-2 Units in Eureka Hunter Holdings with the proceeds of such capital contribution to be used to fund certain of Eureka Hunter Pipeline's 2015 capital expenditures. The 2015 Growth CapEx Projects Contribution is subject to the Company's right to make an MHR Catch-Up Contribution (as defined in the Second Amended and Restated Limited Liability Company Agreement of Eureka Hunter Holdings (the "LLC Agreement")). | | | | | | | | | | | |
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ii. | On March 31, 2015, MSI made an additional capital contribution in cash to Eureka Hunter Holdings of approximately $37.8 million (the "Additional Contribution") in exchange for additional Series A-2 Units in Eureka Hunter Holdings with the proceeds of such Additional Contribution to be used to fund certain of Eureka Hunter Pipeline's additional capital expenditures and for certain other uses. | | | | | | | | | | | |
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Immediately after giving effect to these transactions, the Company and MSI owned 45.53% and 53.00%, respectively, of the equity interests of Eureka Hunter Holdings, with the Company's equity ownership consisting of Series A-1 Units and MSI's equity ownership consisting of Series A-2 Units. |
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Pursuant to the March 2015 Letter Agreement, the parties further agreed that the Company has the right, in its discretion, to fund as a capital contribution to Eureka Hunter Holdings, all or a portion (in specified minimum amounts) of its pro-rata share of the Additional Contribution, which pro-rata share equals approximately $18.7 million (the "MHR Additional Contribution Component"), before June 30, 2015 (the "MHR Contribution Deadline"), in exchange for additional Series A-1 Units in Eureka Hunter Holdings (the "MHR 2015 Make-up Contribution"). If the Company funds the full MHR Additional Contribution Component on or prior to the MHR Contribution Deadline, (but excluding any other capital contributions that may be made by the Company or MSI pursuant to the LLC Agreement), the Company and MSI will own 46.44% and 52.11%, respectively, of the Class A Common Units of Eureka Hunter Holdings. |
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If the Company does not fund the full MHR Additional Contribution Component by the MHR Contribution Deadline, the Company's Series A-1 Units in Eureka Hunter Holdings will be adjusted downward by an amount equivalent to the unfunded portion of the MHR Additional Contribution Component divided by the purchase price per unit paid by MSI in connection with the 2015 Growth CapEx Projects Contribution and the Additional Contribution. If the Company does not fund any of the MHR Additional Contribution Component on or prior to the MHR Contribution Deadline, the Company and MSI will own 44.53% and 53.98%, respectively, of the Class A Common Units of Eureka Hunter Holdings. If the Company does not fund all or a portion of the MHR Additional Contribution, a downward adjustment of its capital account, as described above, could result in the Company recognizing a loss on its investment in Eureka Hunter Holdings. If the Company funds a portion (in specified minimum amounts), but not all of the MHR Additional Contribution Component, on or prior to the MHR Contribution Deadline, then the ownership percentages of the Company and MSI will be adjusted in a manner consistent with the first sentence of this paragraph but with the downward adjustment for the Company being proportionally reduced. |
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After the earlier to occur of (a) the Company having made contributions equal to the MHR Additional Contribution Component and (b) the MHR Contribution Deadline, the Company may make MHR Catch-Up Contributions (as defined in the LLC Agreement) in accordance with the LLC Agreement (as modified by the November 2014 Letter Agreement as to the applicable time and amount limitations) in respect of any MHR Shortfall Amounts (as defined in the LLC Agreement) that are eligible to be funded by the Company under the LLC Agreement. |
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The Company accounted for the March 31, 2015 MSI capital contributions and the issuance of additional Series A-2 Units by Eureka Hunter Holdings in accordance with the subsequent measurement provision of ASC Topic 323, Investments - Equity Method and Joint Ventures, which requires the Company to recognize a gain or loss on the dilution of its equity interest as if the Company had sold a proportionate interest in Eureka Hunter Holdings. The Company recognized a pre-tax gain of $2.4 million based on the difference between the carrying value of the Company's Series A-1 Units and the proceeds received by Eureka Hunter Holdings for the issuance of additional Series A-2 Units to MSI which resulted in permanent dilution of the Company's equity interest in Eureka Hunter Holdings. The gain included the Company's proportionate decrease in its equity method basis difference which was reduced by $3.9 million based on the change in the Company's ownership in the net assets of Eureka Hunter Holdings after giving effect to the dilution of the Company's interest as a result of the unit issuance. |
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As of March 31, 2015, the Company and MSI owned 45.53% and 53.00%, respectively, of the Class A Common Units of Eureka Hunter Holdings. The Company recorded its retained interest in Eureka Hunter Holdings initially at a fair value of $347.3 million in December 2014. The carrying value of the Company's equity interest in Eureka Hunter Holdings was $346.9 million and $347.2 million at March 31, 2015 and December 31, 2014, respectively. |
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The recognition of the Company's retained interest in Eureka Hunter Holdings at fair value upon deconsolidation resulted in a basis difference between the carrying value of the Company's investment in Eureka Hunter Holdings and its proportionate share in net assets of Eureka Hunter Holdings. The basis difference was accounted for using the acquisition method of accounting, which requires that the basis difference be allocated to the identifiable assets of Eureka Hunter Holdings at fair value and based upon the Company's proportionate ownership. Determining the fair value of assets and liabilities is judgmental in nature and involves the use of significant estimates and assumptions. The Company recognized a basis difference of $201.8 million upon deconsolidation related to its investment in Eureka Hunter Holdings which has preliminarily been allocated to the following identifiable assets of Eureka Hunter Holdings: |
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| Identifiable Assets |
| Ending Basis December 31, 2014 | Basis Amortization | Basis Reduction | Ending Basis March 31, 2015 |
| (in thousands) |
Fixed assets | $ | 5,088 | | $ | (70 | ) | $ | (98 | ) | $ | 4,920 | |
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Intangible assets | 155,189 | | (1,830 | ) | (2,705 | ) | 150,654 | |
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Goodwill | 41,597 | | — | | (1,104 | ) | 40,493 | |
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Total basis difference | $ | 201,874 | | $ | (1,900 | ) | $ | (3,907 | ) | $ | 196,067 | |
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The components of the Company's basis difference, excluding goodwill, are being amortized over their estimated useful lives ranging from 3 to 39 years. |
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The Company has estimated the identifiable assets to which the basis difference is attributable to and has recorded amortization based on this estimate for the period ended March 31, 2015. The Company is currently finalizing the fair value estimates for Eureka Hunter Holdings and is expecting to finalize this valuation during the second quarter of 2015. |
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Summarized income information for Eureka Hunter Holdings for the three months ended March 31, 2015 is as follows: |
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| Three Months Ended | | | | | | | | | |
March 31, 2015 | | | | | | | | | |
| (in thousands) | | | | | | | | | |
Operating revenues | $ | 13,715 | | | | | | | | | | |
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Operating loss | $ | (472 | ) | | | | | | | | | |
Net loss | $ | (1,582 | ) | | | | | | | | | |
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Magnum Hunter's interest in Eureka Hunter Holdings net loss | $ | (769 | ) | | | | | | | | | |
Basis difference amortization | $ | (1,900 | ) | | | | | | | | | |
Magnum Hunter's equity in earnings, net | $ | (2,669 | ) | | | | | | | | | |
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Below is a summary of changes in investments for the three months ended March 31, 2015: |
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| Available for Sale Securities | | Equity Method Investments | | | | | |
| (in thousands) | | | | | |
Carrying value as of December 31, 2014 | $ | 3,864 | | | $ | 347,191 | | | | | | |
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Gain on dilution of interest in Eureka Hunter Holdings | — | | | 2,390 | | | | | | |
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Loss from equity method investment(1) | (231 | ) | | (2,669 | ) | | | | | |
Change in fair value recognized in other comprehensive loss | (1,408 | ) | | — | | | | | | |
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Carrying value as of March 31, 2015 | $ | 2,225 | | | $ | 346,912 | | | | | | |
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(1) As a result of the carrying value of the Company's investment in common stock of GreenHunter being reduced to zero from equity method losses, the Company is required to allocate any additional losses to its investment in the Series C preferred stock of GreenHunter. The Company recorded additional equity method loss against the carrying value of its investment in the Series C preferred stock of GreenHunter before recording any mark-to-market adjustments. |
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The Company's investments have been presented in the consolidated balance sheet as of March 31, 2015 as follows: |
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| Available for Sale Securities | Equity Method Investments | Total | | | |
Investments - Current | $ | 2,225 | | $ | — | | $ | 2,225 | | | | |
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Investments - Non-current | — | | 346,912 | | 346,912 | | | | |
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Carrying value as of March 31, 2015 | $ | 2,225 | | $ | 346,912 | | $ | 349,137 | | | | |
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The cost for equity securities and their respective fair values as of March 31, 2015 and December 31, 2014 are as follows: |
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| | March 31, 2015 |
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| | Cost | | Gross Unrealized Losses | | Fair Value |
Securities available for sale, carried at fair value: | | | | | | |
Equity securities | | $ | 883 | | | $ | (346 | ) | | $ | 537 | |
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Equity securities - related party (see "Note 13 - Related Party Transactions") | | 2,200 | | | (512 | ) | | 1,688 | |
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Total Securities available for sale | | $ | 3,083 | | | $ | (858 | ) | | $ | 2,225 | |
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| | December 31, 2014 |
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| | Cost | | Gross Unrealized Losses | | Fair Value |
Securities available for sale, carried at fair value: | | | | | | |
Equity securities | | $ | 9,876 | | | $ | (7,323 | ) | | $ | 2,553 | |
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Equity securities - related party (see "Note 13 - Related Party Transactions") | | 2,200 | | | (889 | ) | | 1,311 | |
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Total Securities available for sale | | $ | 12,076 | | | $ | (8,212 | ) | | $ | 3,864 | |
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The methods of determining the fair values of Magnum Hunter's investments in equity securities are described in "Note 6 - Fair Value of Financial Instruments". |
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Commodity and Financial Derivative Instruments |
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The Company periodically enters into certain commodity derivative instruments such as futures contracts, swaps, collars, and basis swap contracts, to mitigate commodity price risk associated with a portion of the Company's future monthly natural gas and crude oil production and related cash flows. The Company has not designated any commodity derivative instruments as hedges. |
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In a commodities swap agreement, the Company trades the fluctuating market prices of oil or natural gas at specific delivery points over a specified period, for fixed prices. As a producer of oil and natural gas, the Company holds these commodity derivatives to protect the operating revenues and cash flows related to a portion of its future natural gas and crude oil sales from the risk of significant declines in commodity prices, which is intended to help reduce exposure to price risk and improve the likelihood of funding its capital budget. If the price of a commodity rises above what the Company has agreed to receive in the swap agreement, the amount that it agrees to pay the counterparty would theoretically be offset by the increased amount it received for its production. |
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As of March 31, 2015, the Company had the following commodity derivative instruments: |
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Natural Gas | Period | MMBtu/day | Price per MMBtu | | | | | | | | |
Swaps | Jan 2015 - Dec 2015 | 40,000 | | $4.09 | | | | | | | | |
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Crude Oil | Period | Bbl/day | Price per Bbl | | | | | | | | |
Collars (1) | Jan 2015 - Dec 2015 | 259 | | $85.00 - $91.25 | | | | | | | | |
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Ceilings sold (call) | Jan 2015 - Dec 2015 | 1,570 | | $120.00 | | | | | | | | |
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Floors sold (put) | Jan 2015 - Dec 2015 | 259 | | $70.00 | | | | | | | | |
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(1) A collar is a sold call and a purchased put. Some collars are "costless" collars with the premiums netting to approximately zero. |
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As of March 31, 2015, Bank of America, Bank of Montreal, Citibank, N.A., and the Royal Bank of Canada are the only counterparties to the Company's commodity derivatives positions. Collateral securing the MHR Senior Revolving Credit Facility is used as collateral for the Company's commodity derivatives with those counterparties participating in the MHR Senior Revolving Credit Facility, under which the Company had outstanding borrowings of $5.0 million as of March 31, 2015. Additionally, certain counterparties to the Company's commodity derivatives positions are no longer participants in the Company's credit facilities. The Company is exposed to credit losses in the event of nonperformance by the counterparties where the Company's open commodity derivative contracts are in a gain position. The Company does not anticipate nonperformance by the counterparties over the term of the commodity derivatives positions. See "Note 8 - Debt". |
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At March 31, 2015, the Company also had a convertible security embedded derivative asset primarily due to the conversion feature of the promissory note received as partial consideration for the sale of Hunter Disposal. See "Note 6 - Fair Value of Financial Instruments" and "Note 13 - Related Party Transactions". |
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The following table summarizes the fair value of the Company's commodity and financial derivative contracts as of the dates indicated: |
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| | Derivatives not designated as hedging instruments | | | | |
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| | March 31, 2015 | | December 31, 2014 | | | | |
| | (in thousands) | | | | |
Commodity | | | | | | | | |
Derivative assets | | $ | 15,326 | | | $ | 16,511 | | | | | |
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Total commodity | | $ | 15,326 | | | $ | 16,511 | | | | | |
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Financial | | | | | | | | |
Derivative assets | | $ | 50 | | | $ | 75 | | | | | |
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Total financial | | $ | 50 | | | $ | 75 | | | | | |
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Total derivatives | | $ | 15,376 | | | $ | 16,586 | | | | | |
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Certain of the Company's derivative instruments are subject to enforceable master netting arrangements that provide for the net settlement of all derivative contracts between the Company and a counterparty in the event of default or upon the occurrence of certain termination events. The tables below summarize the Company's commodity derivatives and the effect of master netting arrangements on the presentation in the Company's consolidated balance sheets as of: |
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| March 31, 2015 | | | |
| Gross Amounts of Recognized Assets and Liabilities | Gross Amounts Offset on the Consolidated Balance Sheet | Net Amount | | | |
| (in thousands) | | | |
Current assets: Fair value of derivative contracts | $ | 16,631 | | $ | (1,305 | ) | $ | 15,326 | | | | |
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Current liabilities: Fair value of derivative contracts | (1,305 | ) | 1,305 | | — | | | | |
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| $ | 15,326 | | $ | — | | $ | 15,326 | | | | |
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| December 31, 2014 | | | |
| Gross Amounts of Assets and Liabilities | Gross Amounts Offset on the Consolidated Balance Sheet | Net Amount | | | |
| (in thousands) | | | |
Current assets: Fair value of derivative contracts | $ | 18,146 | | $ | (1,635 | ) | $ | 16,511 | | | | |
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Current liabilities: Fair value of derivative contracts | (1,635 | ) | 1,635 | | — | | | | |
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| $ | 16,511 | | $ | — | | $ | 16,511 | | | | |
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The following table summarizes the net gain (loss) on all derivative contracts included in gain (loss) on derivative contracts, net on the consolidated statements of operations for the three months ended March 31, 2015 and 2014: |
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| Three Months Ended | | | | | |
March 31, | | | | | |
| 2015 | | 2014 | | | | | |
| (in thousands) | | | | | |
Gain (loss) on settled transactions | $ | 4,311 | | | $ | (2,284 | ) | | | | | |
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Gain (loss) on open contracts | (1,209 | ) | | 2,631 | | | | | | |
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Total gain, net | $ | 3,102 | | | $ | 347 | | | | | | |
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