Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 7-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LEGACY RESERVES LP | |
Entity Central Index Key | 1358831 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 69,208,533 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $3,451 | $725 |
Accounts receivable, net: | ||
Oil and natural gas | 38,658 | 49,390 |
Joint interest owners | 22,108 | 16,235 |
Other | 259 | 237 |
Fair value of derivatives (Notes 6 and 7) | 104,541 | 120,305 |
Prepaid expenses and other current assets | 4,403 | 5,362 |
Total current assets | 173,420 | 192,254 |
Oil and natural gas properties using the successful efforts method, at cost: | ||
Proved properties | 2,972,336 | 2,946,820 |
Unproved properties | 48,159 | 47,613 |
Accumulated depletion, depreciation, amortization and impairment | -1,601,883 | -1,354,459 |
Oil and natural gas properties using the successful efforts method, at cost | 1,418,612 | 1,639,974 |
Other property and equipment, net of accumulated depreciation and amortization of $7,791 and $7,446, respectively | 3,560 | 3,767 |
Operating rights, net of amortization of $4,620 and $4,509, respectively | 2,397 | 2,508 |
Fair value of derivatives (Notes 6 and 7) | 28,701 | 32,794 |
Other assets, net of amortization of $13,243 and $12,551, respectively | 25,647 | 24,255 |
Investments in equity method investees | 3,053 | 3,054 |
Total assets | 1,655,390 | 1,898,606 |
Current liabilities: | ||
Accounts payable | 3,069 | 2,787 |
Accrued oil and natural gas liabilities (Note 1) | 55,352 | 78,615 |
Fair value of derivatives (Notes 6 and 7) | 1,540 | 2,080 |
Asset retirement obligation (Note 8) | 3,028 | 3,028 |
Other (Notes 2 and 10) | 24,204 | 11,066 |
Total current liabilities | 87,193 | 97,576 |
Long-term debt (Note 2) | 967,440 | 938,876 |
Asset retirement obligation (Note 8) | 237,218 | 223,497 |
Other long-term liabilities | 1,328 | 1,452 |
Total liabilities | 1,293,179 | 1,261,401 |
Commitments and contingencies (Note 5) | ||
Partners' equity (Note 9): | ||
Limited partners' equity - 68,930,150 and 68,910,784 units issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 101,952 | 376,885 |
General partner's equity (approximately 0.03%) | -8 | 53 |
Total partners' equity | 362,211 | 637,205 |
Total liabilities and partners' equity | 1,655,390 | 1,898,606 |
Incentive distribution equity - 100,000 units issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Partners' equity (Note 9): | ||
Incentive distribution equity - 100,000 units issued and outstanding at March 31, 2015 and December 31, 2014 | 30,814 | 30,814 |
Series A Preferred equity - 2,300,000 units issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Partners' equity (Note 9): | ||
Preferred equity | 55,192 | 55,192 |
Series B Preferred equity - 7,200,000 units issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Partners' equity (Note 9): | ||
Preferred equity | $174,261 | $174,261 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Other property and equipment, accumulated depreciation and amortization | $7,791 | $7,446 |
Operating rights, amortization | 4,620 | 4,509 |
Other assets, amortization | $13,243 | $12,551 |
Limited partners' equity, units issued (in shares) | 68,930,150 | 68,910,784 |
Limited partners' equity, units outstanding (in shares) | 68,930,150 | 68,910,784 |
General partner's equity, percent | 0.03% | |
Incentive Distribution Equity | ||
Incentive distribution equity, units issued (in shares) | 100,000 | 100,000 |
Incentive distribution equity, units outstanding (in shares) | 100,000 | 100,000 |
Preferred Unit Series A | ||
Preferred equity, units issued (in shares) | 2,300,000 | 2,300,000 |
Preferred equity, units outstanding (in shares) | 2,300,000 | 2,300,000 |
Preferred Unit Series B | ||
Preferred equity, units issued (in shares) | 7,200,000 | 7,200,000 |
Preferred equity, units outstanding (in shares) | 7,200,000 | 7,200,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Oil sales | $50,296 | $102,055 |
Natural gas liquids (NGL) sales | 4,192 | 3,965 |
Natural gas sales | 27,051 | 19,883 |
Total revenues | 81,539 | 125,903 |
Expenses: | ||
Oil and natural gas production | 49,220 | 42,534 |
Production and other taxes | 4,218 | 7,955 |
General and administrative | 8,869 | 7,647 |
Depletion, depreciation, amortization and accretion | 41,068 | 33,697 |
Impairment of long-lived assets | 209,402 | 1,412 |
Loss on disposal of assets | 1,941 | 2,301 |
Total expenses | 314,718 | 95,546 |
Operating income (loss) | -233,179 | 30,357 |
Other income (expense): | ||
Interest income | 206 | 223 |
Interest expense (Notes 2, 6 and 7) | -17,792 | -13,939 |
Equity in income of equity method investees | 79 | -8 |
Net gains (losses) on commodity derivatives (Notes 6 and 7) | 20,480 | -15,886 |
Other | 605 | 93 |
Income (loss) before income taxes | -229,601 | 840 |
Income tax (expense) benefit | 747 | -314 |
Net income (loss) | -228,854 | 526 |
Distributions to Preferred unitholders | -4,750 | 0 |
Net income (loss) attributable to unitholders | ($233,604) | $526 |
Income (loss) per unit - basic and diluted (Note 9) (in dollars per share) | ($3.39) | $0.01 |
Weighted average number of units used in computing net income (loss) per unit - | ||
Basic (in shares) | 68,921 | 57,309 |
Diluted (in shares) | 68,921 | 57,367 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Partners' Equity (USD $) | Total | Preferred Equity | Preferred Equity | Preferred Equity | Preferred Equity | Incentive Distribution Equity | Unitholders' Equity | Unitholders' Equity | Unitholders' Equity |
In Thousands, except Share data, unless otherwise specified | Limited Partner | Series A Preferred Equity | Series B Preferred Equity | Limited Partner | General Partner | ||||
Unitholders equity, beginning balance at Dec. 31, 2014 | $637,205 | $55,192 | $174,261 | $30,814 | $376,885 | $53 | |||
Unitholders equity, beginning balance (in shares) at Dec. 31, 2014 | 2,300,000 | 7,200,000 | 100,000 | 68,911,000 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Unit-based compensation | 976 | 976 | |||||||
Vesting of restricted and phantom units (in shares) | 19,000 | ||||||||
Offering costs associated with the issuance of units | -30 | -30 | |||||||
Distributions to preferred unitholders & Distributions to common unitholders, $1.185 per unit | -4,750 | -4,750 | -42,336 | -42,336 | |||||
Net loss | -228,854 | -228,793 | -61 | ||||||
Unitholders equity, ending balance at Mar. 31, 2015 | $362,211 | $55,192 | $174,261 | $30,814 | $101,952 | ($8) | |||
Unitholders equity, ending balance (in shares) at Mar. 31, 2015 | 2,300,000 | 7,200,000 | 100,000 | 68,930,000 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Partners' Equity (Parenthetical) (Unitholders' Equity, Limited Partner, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Unitholders' Equity | Limited Partner | |
Distributions to unitholders (in dollars per share) | $0.61 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statement of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | ($228,854) | $526 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depletion, depreciation, amortization and accretion | 41,068 | 33,697 |
Amortization of debt discount and issuance costs | 1,256 | 1,012 |
Impairment of long-lived assets | 209,402 | 1,412 |
(Gain) loss on derivatives | -21,019 | 15,175 |
Equity in income of equity method investees | -79 | 8 |
Distribution from equity method investee | 80 | 204 |
Unit-based compensation | 981 | 1 |
Loss on disposal of assets | 1,941 | 2,301 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable, oil and natural gas | 10,732 | -12,185 |
(Increase) decrease in accounts receivable, joint interest owners | -5,873 | 575 |
(Increase) decrease in accounts receivable, other | -22 | 97 |
(Increase) decrease in other assets | 318 | -41 |
Increase (decrease) in accrued oil and natural gas liabilities | 282 | 2,131 |
Increase (decrease) in accrued oil and natural gas liabilities | -23,262 | 10,711 |
Increase in other liabilities | 10,873 | 4,545 |
Total adjustments | 226,678 | 59,643 |
Net cash provided by (used in) operating activities | -2,176 | 60,169 |
Cash flows from investing activities: | ||
Investment in oil and natural gas properties | -15,057 | -22,383 |
Increase in deposits on pending acquisitions | 0 | -11,200 |
Proceeds from sale of assets | 320 | 58 |
Investment in other equipment | -138 | -232 |
Net cash settlements on commodity derivatives | 40,337 | -3,610 |
Net cash provided by (used in) investing activities | 25,462 | -37,367 |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 80,000 | 126,000 |
Payments of long-term debt | -52,000 | -114,000 |
Payments of debt issuance costs | -1,444 | -58 |
Offering costs associated with the issuance of units | -30 | -105 |
Distributions to unitholders | -47,086 | -34,251 |
Net cash used in financing activities | -20,560 | -22,414 |
Net increase in cash and cash equivalents | 2,726 | 388 |
Cash and cash equivalents, beginning of period | 725 | 2,584 |
Cash and cash equivalents, end of period | 3,451 | 2,972 |
Non-cash investing and financing activities: | ||
Asset retirement obligations associated with property acquisitions | $11,725 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||
(a) | Organization, Basis of Presentation and Description of Business | |||||||
Legacy Reserves LP ("LRLP," "Legacy" or the "Partnership") and, unless the context indicates otherwise, its affiliated entities, are referred to as Legacy in these financial statements. | ||||||||
The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting whereby revenues are recognized when earned, and expenses are recognized when incurred. These condensed consolidated financial statements as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 are unaudited. In the opinion of management, such financial statements include the adjustments and accruals, all of which are of a normal recurring nature, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a full year. | ||||||||
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements should be read in connection with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014. | ||||||||
LRLP, a Delaware limited partnership, was formed by its general partner, Legacy Reserves GP, LLC (“LRGPLLC”), on October 26, 2005 to own and operate oil and natural gas properties. LRGPLLC is a Delaware limited liability company formed on October 26, 2005, and owns an approximate 0.03% general partner interest in LRLP. | ||||||||
Significant information regarding rights of unitholders includes the following: | ||||||||
•Right to receive, within 45 days after the end of each quarter, distributions of available cash, if distributions are declared. | ||||||||
•No limited partner shall have any management power over LRLP’s business and affairs; the general partner shall conduct, direct and manage LRLP’s activities. | ||||||||
•The general partner may be removed if such removal is approved by the unitholders holding at least 66 2/3 percent of the outstanding units, including units held by LRGPLLC and its affiliates, provided that a unit majority has elected a successor general partner. | ||||||||
•Right to receive information reasonably required for tax reporting purposes within 90 days after the close of the calendar year. | ||||||||
In the event of liquidation, after making required payments to Legacy's preferred unitholders, all property and cash in excess of that required to discharge all liabilities will be distributed to the unitholders and LRGPLLC in proportion to their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of Legacy’s assets in liquidation. | ||||||||
Legacy owns and operates oil and natural gas producing properties located primarily in the Permian Basin (West Texas and Southeast New Mexico), Rocky Mountain and Mid-Continent regions of the United States. | ||||||||
(b) | Accrued Oil and Natural Gas Liabilities | |||||||
Below are the components of accrued oil and natural gas liabilities as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Revenue payable | $ | 12,972 | $ | 19,267 | ||||
Accrued lease operating expense | 19,673 | 21,177 | ||||||
Accrued capital expenditures | 7,984 | 20,773 | ||||||
Accrued ad valorem tax | 8,721 | 9,382 | ||||||
Other | 6,002 | 8,016 | ||||||
$ | 55,352 | $ | 78,615 | |||||
(c) Recent Accounting Pronouncements | ||||||||
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03") which changes the presentation of debt issuance costs in financial statements to present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. We do not expect the adoption of ASU 2015-03 will have a material impact on our consolidated financial statements. |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Debt | Long-Term Debt | ||||||||
Long-term debt consists of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Credit Facility due 2019 | $ | 137,000 | $ | 109,000 | |||||
8% Senior Notes due 2020 | 300,000 | 300,000 | |||||||
6.625% Senior Notes due 2021 | 550,000 | 550,000 | |||||||
987,000 | 959,000 | ||||||||
Unamortized discount on Senior Notes | (19,560 | ) | (20,124 | ) | |||||
Total Long-Term Debt | $ | 967,440 | $ | 938,876 | |||||
Credit Facility | |||||||||
Previous Credit Agreement: On March 10, 2011, Legacy entered into a five-year $1 billion secured revolving credit facility (as amended, the "Previous Credit Agreement"). Borrowings under the Previous Credit Agreement were set to mature on March 10, 2016. | |||||||||
Current Credit Agreement: On April 1, 2014, Legacy entered into a five-year $1.5 billion secured revolving credit facility with Wells Fargo Bank, National Association, as administrative agent, Compass Bank, as syndication agent, UBS Securities LLC and U.S. Bank National Association, as co-documentation agents and the lenders party thereto (the “Current Credit Agreement”). Borrowings under the Current Credit Agreement mature on April 1, 2019. Legacy's obligations under the Current Credit Agreement are secured by mortgages on over 80% of the total value of its oil and natural gas properties as well as a pledge of all of its ownership interests in its operating subsidiaries. The amount available for borrowing at any one time is limited to the borrowing base and contains a $2 million sub-limit for letters of credit. The borrowing base is currently set at $700 million and was re-affirmed on March 27, 2015. The borrowing base is subject to semi-annual redeterminations on April 1 and October 1 of each year with the next redetermination scheduled for October 1, 2015. Additionally, either Legacy or the lenders may, once during each calendar year, elect to redetermine the borrowing base between scheduled redeterminations. Legacy also has the right, once during each calendar year, to request the redetermination of the borrowing base upon the proposed acquisition of certain oil and natural gas properties where the purchase price is greater than 10% of the borrowing base then in effect. Any increase in the borrowing base requires the consent of all the lenders and any decrease in or maintenance of the borrowing base must be approved by the lenders holding at least 66-2/3% of the outstanding aggregate principal amounts of the loans or participation interests in letters of credit issued under the Current Credit Agreement. If the requisite lenders do not agree on an increase or decrease, then the borrowing base will be the highest borrowing base acceptable to the lenders holding 66-2/3% of the outstanding aggregate principal amounts of the loans or participation interests in letters of credit issued under the Current Credit Agreement so long as it does not increase the borrowing base then in effect. Under the Current Credit Agreement, interest on debt outstanding is charged based on Legacy's selection of a one-, two-, three- or six-month LIBOR rate plus 1.50% to 2.50%, or the ABR which equals the highest of the prime rate, the Federal funds effective rate plus 0.50% or one-month LIBOR plus 1.00%, plus an applicable margin from 0.50% to 1.50% per annum, determined by the percentage of the borrowing base then in effect that is drawn. | |||||||||
The Current Credit Agreement contains various covenants that limit Legacy's ability to: (i) incur indebtedness, (ii) enter into certain leases, (iii) grant certain liens, (iv) enter into certain swaps, (v) make certain loans, acquisitions, capital expenditures and investments, (vi) make distributions other than from available cash, (vii) merge, consolidate or allow any material change in the character of its business and (viii) engage in certain asset dispositions, including a sale of all or substantially all of its assets. The Current Credit Agreement also contains covenants that, among other things, require Legacy to maintain specified ratios or conditions as follows: (i) secured debt as of the last day of the most recent quarter to EBITDA in total over the last four quarters of not more than 2.5 to 1.0, (ii) as of the last day of the most recent quarter, total EBITDA over the last four quarters to total interest expense over the last four quarters to be greater than 2.5 to 1.0 and (iii) consolidated current assets, as of the last day of the most recent quarter and including the unused amount of the total commitments, to consolidated current liabilities as of the last day of the most recent quarter of not less than 1.0 to 1.0, excluding non-cash assets and liabilities under FASB Accounting Standards Codification 815, which includes the current portion of oil, natural gas and interest rate derivatives. | |||||||||
As of March 31, 2015, Legacy had approximately $137 million drawn under the Current Credit Agreement at a weighted-average interest rate of 1.79%, leaving approximately $562.9 million of availability under the Current Credit Agreement. For the three-month period ended March 31, 2015, Legacy paid in cash $1.2 million of interest expense on the Current Credit Agreement. | |||||||||
At March 31, 2015, Legacy was in compliance with all covenants of the Current Credit Agreement. | |||||||||
8% Senior Notes Due 2020 | |||||||||
On December 4, 2012, Legacy and its 100% owned subsidiary Legacy Reserves Finance Corporation completed a private placement offering to eligible purchasers of an aggregate principal amount of $300 million of our 8% Senior Notes due 2020 (the "2020 Senior Notes"), which were subsequently registered through a public exchange offer that closed on January 8, 2014. The 2020 Senior Notes were issued at 97.848% of par. | |||||||||
Legacy will have the option to redeem the 2020 Senior Notes, in whole or in part, at any time on or after December 1, 2016, at the specified redemption prices set forth below together with any accrued and unpaid interest, if any, to the date of redemption if redeemed during the twelve-month period beginning on December 1 of the years indicated below. | |||||||||
Year | Percentage | ||||||||
2016 | 104 | % | |||||||
2017 | 102 | % | |||||||
2018 and thereafter | 100 | % | |||||||
Prior to December 1, 2016, Legacy may redeem all or any part of the 2020 Senior Notes at the “make-whole” redemption price as defined in the indenture. In addition, prior to December 1, 2015, Legacy may at its option, redeem up to 35% of the aggregate principal amount of the 2020 Senior Notes at the redemption price of 108% with the net proceeds of a public or private equity offering. Legacy may be required to offer to repurchase the 2020 Senior Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in the event of a change of control as defined by the indenture. Legacy's and Legacy Reserves Finance Corporation's obligations under the 2020 Senior Notes are guaranteed by its 100% owned subsidiaries Legacy Reserves Operating GP, LLC, Legacy Reserves Operating LP and Legacy Reserves Services, Inc., which constitute all of Legacy's wholly-owned subsidiaries other than Legacy Reserves Finance Corporation. In the future, the guarantees may be released or terminated under the following circumstances: (i) in connection with any sale or other disposition of all or substantially all of the properties of the guarantor; (ii) in connection with any sale or other disposition of sufficient capital stock of the guarantor so that it no longer qualifies as our Restricted Subsidiary (as defined in the indenture); (iii) if designated to be an unrestricted subsidiary; (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture; (v) upon the liquidation or dissolution of the guarantor provided no default or event of default has occurred or is occurring; (vi) at such time the guarantor does not have outstanding guarantees of its, or any other guarantor's, other, debt; or (vii) upon merging into, or transferring all of its properties to Legacy or another guarantor and ceasing to exist. Refer to Note 11 - Subsidiary Guarantors for further details on Legacy's guarantors. | |||||||||
The indenture governing the 2020 Senior Notes limits Legacy's ability and the ability of certain of its subsidiaries to (i) sell assets; (ii) pay distributions on, repurchase or redeem equity interests or purchase or redeem Legacy's subordinated debt, provided that such subsidiaries may pay dividends to the holders of their equity interests (including Legacy) and Legacy may pay distributions to the holders of its equity interests subject to the absence of certain defaults, the satisfaction of a fixed charge coverage ratio test and so long as the amount of such distributions does not exceed the sum of available cash (as defined in the partnership agreement) at Legacy, net proceeds from the sales of certain securities and return of or reductions to capital from restricted investments; (iii) make certain investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from certain of its subsidiaries to Legacy; (vii) consolidate, merge or transfer all or substantially all of Legacy's assets; (viii) engage in certain transactions with affiliates; (ix) create unrestricted subsidiaries; and (x) engage in certain business activities. These covenants are subject to a number of important exceptions and qualifications. If at any time when the 2020 Senior Notes are rated investment grade by each of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services and no Default (as defined in the indenture) has occurred and is continuing, many of such covenants will terminate and Legacy and its subsidiaries will cease to be subject to such covenants. The indenture also includes customary events of default. The Partnership is in compliance with all financial and other covenants of the 2020 Senior Notes. | |||||||||
Interest is payable on June 1 and December 1 of each year. | |||||||||
6.625% Senior Notes Due 2021 | |||||||||
On May 28, 2013, Legacy and its 100% owned subsidiary Legacy Reserves Finance Corporation completed a private placement offering to eligible purchasers of an aggregate principal amount of $250 million of our 6.625% Senior Notes due 2021 (the "2021 Senior Notes"), which were subsequently registered through a public exchange offer that closed on March 18, 2014. The 2021 Senior Notes were issued at 98.405% of par. | |||||||||
On May 13, 2014, Legacy and its 100% owned subsidiary Legacy Reserves Finance Corporation completed a private placement offering to eligible purchasers of an aggregate principal amount of an additional $300 million of the 6.625% 2021 Senior Notes. These 2021 Senior Notes were issued at 99.0% of par. | |||||||||
The terms of the 2021 Senior Notes, including details related to our guarantors, are substantially identical to the terms of the 2020 Senior Notes with the exception of the interest rate and redemption provisions noted below. Legacy will have the option to redeem the 2021 Senior Notes, in whole or in part, at any time on or after June 1, 2017, at the specified redemption prices set forth below together with any accrued and unpaid interest, if any, to the date of redemption if redeemed during the twelve-month period beginning on June 1 of the years indicated below. | |||||||||
Year | Percentage | ||||||||
2017 | 103.313 | % | |||||||
2018 | 101.656 | % | |||||||
2019 and thereafter | 100 | % | |||||||
Prior to June 1, 2017, Legacy may redeem all or any part of the 2021 Senior Notes at the “make-whole” redemption price as defined in the indenture. In addition, prior to June 1, 2016, Legacy may at its option, redeem up to 35% of the aggregate principal amount of the 2021 Senior Notes at the redemption price of 106.625% with the net proceeds of a public or private equity offering. Legacy may be required to offer to repurchase the 2021 Senior Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in the event of a change of control as defined by the indenture. The Partnership is in compliance with all financial and other covenants of the 2021 Senior Notes. | |||||||||
Interest is payable on June 1 and December 1 of each year. |
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Acquisitions | Acquisitions | ||||
On June 4, 2014, Legacy purchased a non-operated interest in oil and natural gas properties located in the Piceance Basin in Garfield County, Colorado from WPX Energy Rocky Mountain, LLC , a subsidiary of WPX Energy, Inc., (the "WPX Acquisition") for a net purchase price of $360.0 million. Consideration included both cash and 300,000 Incentive Distribution Units representing limited partner interests in the Partnership (the "Incentive Distribution Units"), 100,000 of which vested immediately and the remainder of which are available to vest and also subject to forfeiture pursuant to the terms of a related Incentive Distribution Unitholder Agreement. This acquisition was accounted for as a business combination. The fully vested Incentive Distribution Units have been reflected in the financial statements at their estimated issuance date fair value of $30.8 million. No value was ascribed to the unvested Incentive Distribution Units upon the closing of the WPX Acquisition as the vesting of the unvested Incentive Distribution Units is dependent upon the consummation of future transactions with WPX and such Incentive Distribution Units will be a portion of the consideration of any such future transactions. | |||||
The allocation of the WPX Acquisition purchase price to the fair value of the acquired assets and liabilities assumed was as follows (in thousands): | |||||
Proved oil and natural gas properties including related equipment | $ | 403,980 | |||
Future abandonment costs | (43,989 | ) | |||
Fair value of net assets acquired | $ | 359,991 | |||
Pro Forma Operating Results | |||||
The following table reflects the unaudited pro forma results of operations as though the WPX Acquisition had occurred on January 1, 2013. The pro forma amounts are not necessarily indicative of the results that may be reported in the future and do not include any adjustments for acquisition related expenses. | |||||
Three Months Ended March 31, | |||||
2014 | |||||
Revenues | $ | 148,787 | |||
Net income (loss) attributable to unitholders | $ | 4,116 | |||
Income (loss) per unit — basic and diluted | $ | 0.07 | |||
Units used in computing income (loss) per unit: | |||||
Basic | 57,309 | ||||
Diluted | 57,367 | ||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
Cary D. Brown, Chairman of the board of LRGPLLC, Kyle A. McGraw, Director and Executive Vice President and Chief Development Officer of LRGPLLC and Dale Brown, Director of LRGPLLC, own interests in partnerships which, in turn, own a combined non-controlling 4.16% interest as limited partners in a partnership which, until November 10, 2014, owned the building that Legacy occupies. Monthly rent is $65,770, without respect to property taxes and insurance. The lease expires in September 2020. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
From time to time Legacy is a party to various legal proceedings arising in the ordinary course of business. While the outcome of lawsuits cannot be predicted with certainty, Legacy is not currently a party to any proceeding that it believes could have a potential material adverse effect on its financial condition, results of operations or cash flows. | |
Legacy is party to a contractual agreement, extending through 2022, to purchase CO2 volumes from a third party. The contract requires Legacy to purchase minimum annual volumes, the pricing of which is calculated as a percentage of NYMEX-WTI oil prices, with a floor of $57.14. Based upon the minimum required volumes and the NYMEX-WTI strip prices as of March 31, 2015, we estimate the value of our total future obligation to be approximately $56.6 million. | |
Legacy is subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes environmental protection requirements that result in increased costs to the oil and natural gas industry in general, the business and prospects of Legacy could be adversely affected. | |
Legacy has employment agreements with its officers that specify that if the officer is terminated by Legacy for other than cause or following a change in control, the officer shall receive severance pay ranging from 24 to 36 months salary plus bonus and COBRA benefits, respectively. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||||||
Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories: | |||||||||||||||||
Level 1: | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Legacy considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. | ||||||||||||||||
Level 2: | Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that Legacy values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange traded derivatives such as over-the-counter commodity price swaps and collars and interest rate swaps as well as long-term incentive plan liabilities calculated using the Black-Scholes model to estimate the fair value as of the measurement date. | ||||||||||||||||
Level 3: | Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Legacy’s valuation models are primarily industry standard models that consider various inputs including: (a) quoted forward prices for commodities, (b) time value, and (c) current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Level 3 instruments currently are limited to Midland-Cushing crude oil differential swaps. Although Legacy utilizes third party broker quotes to assess the reasonableness of its prices and valuation techniques, Legacy does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 2. | ||||||||||||||||
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Legacy’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Fair Value on a Recurring Basis | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy Legacy’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2015: | |||||||||||||||||
Fair Value Measurements at March 31, 2015 Using | |||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Carrying Value as of | ||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | March 31, 2015 | |||||||||||||
(In thousands) | |||||||||||||||||
LTIP liability (a) | $ | — | $ | (16 | ) | $ | — | $ | (16 | ) | |||||||
Oil and natural gas derivatives | — | 135,727 | (2,485 | ) | 133,242 | ||||||||||||
Interest rate swaps | — | (1,540 | ) | — | (1,540 | ) | |||||||||||
Total | $ | — | $ | 134,171 | $ | (2,485 | ) | $ | 131,686 | ||||||||
(a) | See Note 10 for further discussion on unit-based compensation expenses and the related Long-Term Incentive Plan ("LTIP") liability for certain grants accounted for under the liability method. | ||||||||||||||||
Legacy estimates the fair values of the swaps based on published forward commodity price curves for the underlying commodities as of the date of the estimate for those commodities for which published forward pricing is readily available. For those commodity derivatives for which forward commodity price curves are not readily available, Legacy estimates, with the assistance of third-party pricing experts, the forward curves as of the date of the estimate. Legacy validates the data provided by third parties by understanding the pricing models used, obtaining market values from other pricing sources, analyzing pricing data in certain situations and confirming, where applicable, that those securities trade in active markets. Legacy estimates the option value of puts and calls combined into hedges, including three-way collars and enhanced swaps using an option pricing model which takes into account market volatility, market prices, contract parameters and discount rates based on published LIBOR rates and interest rate swaps. In order to estimate the fair value of our interest rate swaps, Legacy uses a yield curve based on money market rates and interest rate swaps, extrapolates a forecast of future interest rates, estimates each future cash flow, derives discount factors to value the fixed and floating rate cash flows of each swap, and then discounts to present value all known (fixed) and forecasted (floating) swap cash flows. Curve building and discounting techniques used to establish the theoretical market value of interest bearing securities are based on readily available money market rates and interest swap market data. The determination of the fair values above incorporates various factors including the impact of our non-performance risk and the credit standing of the counterparties involved in the Partnership’s derivative contracts. The risk of nonperformance by the Partnership’s counterparties is mitigated by the fact that most of our current counterparties (or their affiliates) are also current or former bank lenders under the Partnership’s revolving credit facility. In addition, Legacy routinely monitors the creditworthiness of its counterparties. As the factors described above are based on significant assumptions made by management, these assumptions are the most sensitive to change. | |||||||||||||||||
The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: | |||||||||||||||||
Significant Unobservable Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Beginning balance | $ | 555 | $ | 20,615 | |||||||||||||
Total losses | (3,357 | ) | (6,740 | ) | |||||||||||||
Settlements, net | 317 | 677 | |||||||||||||||
Ending balance | $ | (2,485 | ) | $ | 14,552 | ||||||||||||
Losses included in earnings relating to derivatives still held as of March 31, 2015 and 2014 | $ | (2,485 | ) | $ | (5,622 | ) | |||||||||||
During periods of market disruption, including periods of volatile oil and natural gas prices, rapid credit contraction or | |||||||||||||||||
illiquidity, it may be difficult to value certain of the Partnership's derivative instruments if trading becomes less frequent and/or | |||||||||||||||||
market data becomes less observable. There may be certain asset classes that were previously in active markets with observable data that become illiquid due to changes in the financial environment. In such cases, more derivative instruments may fall to Level 3 and thus require more subjectivity and management judgment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation as well as valuation methods which are more sophisticated or require greater estimation thereby resulting in valuations with less certainty. Further, rapidly changing commodity and unprecedented credit and equity market conditions could materially impact the valuation of derivative instruments as reported within our consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on our results of operations or financial condition | |||||||||||||||||
Fair Value on a Non-Recurring Basis | |||||||||||||||||
Nonfinancial assets and liabilities measured at fair value on a non-recurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and thereby measured at fair value; measurements of oil and natural gas property impairments; and the initial recognition of asset retirement obligations ("ARO") for which fair value is used. These ARO estimates are derived from historical costs as well as management’s expectation of future cost environments. As there is no corroborating market activity to support the assumptions used, Legacy has designated these liabilities as Level 3. A reconciliation of the beginning and ending balances of Legacy’s asset retirement obligation is presented in Note 8. | |||||||||||||||||
Assets measured at fair value during the three-month period ended March 31, 2015 include: | |||||||||||||||||
Fair Value Measurements at March 31, 2015 Using | |||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
(In thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Impairment (a) | $ | — | $ | — | $ | 198,095 | |||||||||||
Acquisitions (b) | $ | — | $ | — | $ | 1,691 | |||||||||||
(a) | Legacy reviews oil and natural gas properties for impairment when facts and circumstances indicate that their carrying value may not be recoverable. Legacy compares net capitalized costs of proved oil and natural gas properties to estimated undiscounted future net cash flows using management’s expectations of future oil and natural gas prices. These future price scenarios reflect Legacy’s estimation of future price volatility. During the three-month period ended March 31, 2015, Legacy incurred impairment charges of $209.4 million as oil and natural gas properties with a net cost basis of $407.5 million were written down to their fair value of $198.1 million. In order to determine fair value, Legacy compares net capitalized costs of proved oil and natural gas properties to estimated undiscounted future net cash flows using management’s expectations of future oil and natural gas prices. These future price scenarios reflect Legacy’s estimation of future price volatility. If the net capitalized cost exceeds the undiscounted future net cash flows, Legacy writes the net cost basis down to the discounted future net cash flows, which is management's estimate of fair value. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company's estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that Legacy's management believes will impact realizable prices. The inputs used by management for the fair value measurements utilized in this review include significant unobservable inputs, and therefore, the fair value measurements employed are classified as Level 3 for these types of assets. | ||||||||||||||||
(b) | Assets and liabilities acquired in a business combination are recorded at fair value. During the three-month period ended March 31, 2015, Legacy acquired oil and natural gas properties, inclusive of unproved acreage acquisitions, with a fair value of $1.7 million in multiple individually immaterial transactions. Properties acquired are recorded at fair value, which correlates to the discounted future net cash flow. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company's estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that Legacy's management believes will impact realizable prices. For acquired unproved properties, the market-based weighted average cost of capital rate is subjected to additional project specific risking factors. The inputs used by management for the fair value measurements of these acquired oil and natural gas properties include significant unobservable inputs, and therefore, the fair value measurements employed are classified as Level 3 for these types of assets. | ||||||||||||||||
The carrying amount of the revolving long-term debt of $137 million as of March 31, 2015 approximates fair value because Legacy's current borrowing rate does not materially differ from market rates for similar bank borrowings. Legacy has classified the revolving long-term debt as a Level 2 item within the fair value hierarchy. As of March 31, 2015, the fair values of the 2020 Senior Notes and the 2021 Senior Notes were $258.3 million and $434.5 million, respectively. As these valuations are based on unadjusted quoted prices in an active market, the fair values are classified as Level 1 items within the fair value hierarchy. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | |||||||||||||
Commodity derivative transactions | ||||||||||||||
Due to the volatility of oil and natural gas prices, Legacy periodically enters into price-risk management transactions (e.g., swaps, enhanced swaps or collars) for a portion of its oil and natural gas production to achieve a more predictable cash flow, as well as to reduce exposure from price fluctuations. While the use of these arrangements limits Legacy’s ability to benefit from increases in the prices of oil and natural gas, it also reduces Legacy’s potential exposure to adverse price movements. Legacy’s arrangements, to the extent it enters into any, apply to only a portion of its production, provide only partial price protection against declines in oil and natural gas prices and limit Legacy’s potential gains from future increases in prices. None of these instruments are used for trading or speculative purposes and required no upfront or deferred cash premium paid or payable to our counterparty. | ||||||||||||||
All of these price risk management transactions are considered derivative instruments. These derivative instruments are intended to reduce Legacy’s price risk and may be considered hedges for economic purposes, but Legacy has chosen not to designate them as cash flow hedges for accounting purposes. Therefore, all derivative instruments are recorded on the balance sheet at fair value with changes in fair value being recorded in current period earnings. | ||||||||||||||
By using derivative instruments to mitigate exposures to changes in commodity prices, Legacy exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes Legacy, which creates credit risk. Legacy minimizes the credit or repayment risk in derivative instruments by entering into transactions with high-quality counterparties, most of whom are current or former members of Legacy's lending group. | ||||||||||||||
The following table sets forth a reconciliation of the changes in fair value of Legacy's commodity derivatives for the three months ended March 31, 2015 and 2014: | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Beginning fair value of commodity derivatives | $ | 153,099 | $ | 17,673 | ||||||||||
Total gain (loss) - oil derivatives | 13,594 | (12,260 | ) | |||||||||||
Total gain (loss) - natural gas derivatives | 6,886 | (3,626 | ) | |||||||||||
Crude oil derivative cash settlements paid (received) | (32,200 | ) | 2,556 | |||||||||||
Natural gas derivative cash settlements paid (received) | (8,137 | ) | 1,054 | |||||||||||
Ending fair value of commodity derivatives | $ | 133,242 | $ | 5,397 | ||||||||||
Certain of our commodity derivatives and interest rate derivatives are presented on a net basis on the Consolidated Balance Sheets. The following table summarizes the gross fair values of our derivative instruments, presenting the impact of offsetting the derivative assets and liabilities on our Consolidated Balance Sheets as of the dates indicated below (in thousands): | ||||||||||||||
March 31, 2015 | ||||||||||||||
Gross Amounts of Recognized Assets | Gross Amounts Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | ||||||||||||
Offsetting Derivative Assets: | (In thousands) | |||||||||||||
Commodity derivatives | $ | 203,594 | $ | (70,352 | ) | $ | 133,242 | |||||||
Total derivative assets | $ | 203,594 | $ | (70,352 | ) | $ | 133,242 | |||||||
Offsetting Derivative Liabilities: | ||||||||||||||
Commodity derivatives | $ | (70,352 | ) | $ | 70,352 | $ | — | |||||||
Interest rate derivatives | (1,540 | ) | — | (1,540 | ) | |||||||||
Total derivative liabilities | $ | (71,892 | ) | $ | 70,352 | $ | (1,540 | ) | ||||||
December 31, 2014 | ||||||||||||||
Gross Amounts of Recognized Assets | Gross Amounts Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | ||||||||||||
Offsetting Derivative Assets: | (In thousands) | |||||||||||||
Commodity derivatives | $ | 223,778 | $ | (70,679 | ) | $ | 153,099 | |||||||
Total derivative assets | $ | 223,778 | $ | (70,679 | ) | $ | 153,099 | |||||||
Offsetting Derivative Liabilities: | ||||||||||||||
Commodity derivatives | $ | (70,679 | ) | $ | 70,679 | $ | — | |||||||
Interest rate derivatives | (2,080 | ) | — | (2,080 | ) | |||||||||
Total derivative liabilities | $ | (72,759 | ) | $ | 70,679 | $ | (2,080 | ) | ||||||
As of March 31, 2015, Legacy had the following NYMEX West Texas Intermediate ("WTI") crude oil swaps paying floating prices and receiving fixed prices for a portion of its future oil production as indicated below: | ||||||||||||||
Average | ||||||||||||||
Time Period | Volumes (Bbls) | Price per Bbl | Price Range per Bbl | |||||||||||
April-December 2015 | 914,735 | $79.14 | $52.00 | - | $100.20 | |||||||||
2016 | 228,600 | $87.94 | $86.30 | - | $99.85 | |||||||||
2017 | 182,500 | $84.75 | $84.75 | |||||||||||
As of March 31, 2015, Legacy had the following Midland-to-Cushing crude oil differential swaps paying a floating differential and receiving a fixed differential for a portion of its future oil production as indicated below: | ||||||||||||||
Average | ||||||||||||||
Time Period | Volumes (Bbls) | Price per Bbl | Price Range per Bbl | |||||||||||
April-December 2015 | 2,475,000 | ($1.77) | ($1.65) | - | ($1.90) | |||||||||
As of March 31, 2015, Legacy had the following NYMEX WTI crude oil derivative three-way collar contracts that combine a long put, a short put and a short call as indicated below: | ||||||||||||||
Average Short | Average Long | Average Short | ||||||||||||
Time Period | Volumes (Bbls) | Put Price per Bbl | Put Price per Bbl | Call Price per Bbl | ||||||||||
April-December 2015 | 997,400 | $64.87 | $89.60 | $111.39 | ||||||||||
2016 | 621,300 | $63.37 | $88.37 | $106.40 | ||||||||||
2017 | 72,400 | $60.00 | $85.00 | $104.20 | ||||||||||
As of March 31, 2015, Legacy had the following NYMEX WTI crude oil enhanced swap contracts that combine a short put, a long put and a fixed-price swap as indicated below: | ||||||||||||||
Average Long | Average Short | Average | ||||||||||||
Time Period | Volumes (Bbls) | Put Price per Bbl | Put Price per Bbl | Swap Price per Bbl | ||||||||||
2016 | 183,000 | $57.00 | $82.00 | $91.70 | ||||||||||
2017 | 182,500 | $57.00 | $82.00 | $90.85 | ||||||||||
2018 | 127,750 | $57.00 | $82.00 | $90.50 | ||||||||||
As of March 31, 2015, Legacy had the following NYMEX WTI crude oil enhanced swap contracts that combine a short put and a fixed-price swap as indicated below: | ||||||||||||||
Average Short Put | Average Swap | |||||||||||||
Time Period | Volumes (Bbls) | Price per Bbl | Price per Bbl | |||||||||||
April-December 2015 | 688,000 | $77.01 | $93.79 | |||||||||||
As of March 31, 2015, Legacy had the following NYMEX Henry Hub, West Texas Waha, ANR-OK and CIG-Rockies natural gas swaps paying floating natural gas prices and receiving fixed prices for a portion of its future natural gas production as indicated below: | ||||||||||||||
Average | Price | |||||||||||||
Time Period | Volumes (MMBtu) | Price per MMBtu | Range per MMBtu | |||||||||||
April-December 2015 | 13,963,300 | $4.39 | $3.98 | - | $5.82 | |||||||||
2016 | 1,419,200 | $4.30 | $4.12 | - | $5.30 | |||||||||
As of March 31, 2015, Legacy had the following NYMEX Henry Hub natural gas derivative three-way collar contracts that combine a long put, a short put and a short call as indicated below: | ||||||||||||||
Average Short Put | Average Long Put | Average Short Call | ||||||||||||
Time Period | Volumes (MMBtu) | Price per MMBtu | Price per MMBtu | Price per MMBtu | ||||||||||
April-December 2015 | 6,030,000 | $3.66 | $4.21 | $5.01 | ||||||||||
2016 | 5,580,000 | $3.75 | $4.25 | $5.08 | ||||||||||
2017 | 5,040,000 | $3.75 | $4.25 | $5.53 | ||||||||||
As of March 31, 2015, Legacy had the following Henry Hub NYMEX to Northwest Pipeline, NGPL Midcon, California SoCal NGI, San Juan Basin and West Texas WAHA natural gas differential swaps paying a floating differential and receiving a fixed differential for a portion of its future natural gas production as indicated below: | ||||||||||||||
April-December 2015 | ||||||||||||||
Average | ||||||||||||||
Volumes (MMBtu) | Price per MMBtu | |||||||||||||
NWPL | 9,000,000 | ($0.13) | ||||||||||||
NGPL | 360,000 | ($0.15) | ||||||||||||
SoCal | 180,000 | $0.19 | ||||||||||||
San Juan | 360,000 | ($0.12) | ||||||||||||
WAHA | 4,500,000 | ($0.10) | ||||||||||||
Interest rate derivative transactions | ||||||||||||||
Due to the volatility of interest rates, Legacy periodically enters into interest rate risk management transactions in the form of interest rate swaps for a portion of its outstanding debt balance. These transactions allow Legacy to reduce exposure to interest rate fluctuations. While the use of these arrangements limits Legacy’s ability to benefit from decreases in interest rates, it also reduces Legacy’s potential exposure to increases in interest rates. Legacy’s arrangements, to the extent it enters into any, apply to only a portion of its outstanding debt balance, provide only partial protection against interest rate increases and limit Legacy’s potential savings from future interest rate declines. It is never management’s intention to hold or issue derivative instruments for speculative trading purposes. Conditions sometimes arise where actual borrowings are less than notional amounts hedged, which has, and could result in overhedged amounts. | ||||||||||||||
Legacy accounts for these interest rate swaps at fair market value and included in the consolidated balance sheet as assets or liabilities. | ||||||||||||||
Legacy does not designate these derivatives as cash flow hedges, even though they reduce its exposure to changes in interest rates. Therefore, the mark-to-market of these instruments is recorded in current earnings as a component of interest expense. The total impact on interest expense from the mark-to-market and settlements was as follows: | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Beginning fair value of interest rate swaps | $ | (2,080 | ) | $ | (4,759 | ) | ||||||||
Total loss on interest rate swaps | (148 | ) | (174 | ) | ||||||||||
Cash settlements paid | 688 | 886 | ||||||||||||
Ending fair value of interest rate swaps | $ | (1,540 | ) | $ | (4,047 | ) | ||||||||
The table below summarizes the interest rate swap position as of March 31, 2015: | ||||||||||||||
Estimated Fair Market Value at | ||||||||||||||
Notional Amount | Fixed Rate | Effective Date | Maturity Date | March 31, 2015 | ||||||||||
(Dollars in thousands) | ||||||||||||||
$ | 29,000 | 3.07 | % | 10/16/07 | 10/16/15 | $ | (459 | ) | ||||||
$ | 13,000 | 3.112 | % | 11/16/07 | 11/16/15 | (235 | ) | |||||||
$ | 12,000 | 3.131 | % | 11/28/07 | 11/28/15 | (215 | ) | |||||||
$ | 50,000 | 2.5 | % | 10/10/08 | 10/10/15 | (631 | ) | |||||||
Total fair market value of interest rate derivatives | $ | (1,540 | ) |
Asset_Retirement_Obligation
Asset Retirement Obligation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Asset Retirement Obligation [Abstract] | |||||||||
Asset Retirement Obligation | Asset Retirement Obligation | ||||||||
AROs associated with the retirement of a tangible long-lived asset are recognized as a liability in the period in which it is incurred and becomes determinable. Under this method, when liabilities for dismantlement and abandonment costs, excluding salvage values, are initially recorded, the carrying amount of the related oil and natural gas properties is increased. The fair value of the ARO asset and liability is measured using expected future cash outflows discounted at Legacy’s credit-adjusted risk-free interest rate. Accretion of the liability is recognized each period using the interest method of allocation, and the capitalized cost is depleted over the useful life of the related asset. | |||||||||
The following table reflects the changes in the ARO during the three months ended March 31, 2015 and year ended December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Asset retirement obligation - beginning of period | $ | 226,525 | $ | 175,786 | |||||
Liabilities incurred with properties acquired | 11,725 | 50,487 | |||||||
Liabilities incurred with properties drilled | — | 941 | |||||||
Liabilities settled during the period | (502 | ) | (2,918 | ) | |||||
Liabilities associated with properties sold | (19 | ) | (5,891 | ) | |||||
Current period accretion | 2,517 | 8,120 | |||||||
Asset retirement obligation - end of period | $ | 240,246 | $ | 226,525 | |||||
Partners_Equity
Partners' Equity | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Partners' Equity | Partners' Equity | ||||||||
Preferred Units | |||||||||
On April 17, 2014, Legacy issued 2,000,000 of its 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the "Series A Preferred Units") in a public offering at a price of $25.00 per unit. On May 12, 2014 Legacy issued an additional 300,000 Series A Preferred Units pursuant to the underwriters’ option to purchase additional Series A Preferred Units. | |||||||||
On June 17, 2014, Legacy issued 7,000,000 of its 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the "Series B Preferred Units") in a public offering at a price of $25.00 per unit. On July 1, 2014, the underwriters exercised their over-allotment option to purchase an additional 200,000 Series B Preferred Units. | |||||||||
Distributions on the Series A Preferred Units and Series B Preferred Units (collectively, the "Preferred Units") are cumulative from the date of original issue and will be payable monthly in arrears on the 15th day of each month of each year, when, as and if declared by the board of directors of the Partnership's general partner. Distributions on the Series A Preferred Units will be payable from, and including, the date of the original issuance to, but not including April 15, 2024 at an initial rate of 8.00% per annum of the stated liquidation preference. Distributions on the Series B Preferred Units will be payable from, and including, the date of the original issuance to, but not including June 15, 2024 at an initial rate of 8.00% per annum of the stated liquidation preference. Distributions accruing on and after April 15, 2024 for the Series A Preferred Units and June 15, 2024 for the Series B Preferred Units will accrue at an annual rate equal to the sum of (a) three-month LIBOR as calculated on each applicable date of determination and (b) 5.24% for Series A and 5.26% for Series B, based on the $25.00 liquidation preference per preferred unit. | |||||||||
At any time on or after April 15, 2019 or June 15, 2019, Legacy may redeem the Series A Preferred Units or Series B Preferred Units, respectively, in whole or in part at a redemption price of $25.00 per Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon through and including the date of redemption, whether or not declared. Legacy may also redeem the Preferred Units in the event of a Change of Control. | |||||||||
The Series A Preferred Units and the Series B Preferred Units trade on NASDAQ under the symbols "LGCYP" and "LGCYO,” respectively. | |||||||||
Incentive Distribution Units | |||||||||
On June 4, 2014, Legacy issued 300,000 Incentive Distribution Units to WPX Energy Rocky Mountain, LLC (“WPX”) as part of the WPX Acquisition. The Incentive Distribution Units issued to WPX include 100,000 Incentive Distribution Units that immediately vested along with the ability to vest in up to an additional 200,000 Incentive Distribution Units (the “Unvested IDUs”) in connection with any future asset sales or transactions completed with Legacy. Incentive Distribution Units that are not issued to WPX or other parties will remain in Legacy's treasury for the benefit of all limited partners until such time as Legacy may make future issuances of Incentive Distribution Units. | |||||||||
The Incentive Distribution Units represent a right to incremental cash distributions from Legacy after certain target levels of distributions are paid to unitholders, which targets are set above the current levels of Legacy's distributions to unitholders. The Unvested IDUs do not participate in cash distributions from Legacy until vested. The Unvested IDUs will automatically be forfeited on each of the first two anniversaries of the closing date of the WPX Acquisition in an amount per forfeiture equal to 66,666 Incentive Distribution Units and on the third anniversary of the closing date of the WPX Acquisition in an amount equal to 66,668 Incentive Distribution Units. Unvested IDUs that have not been forfeited will vest ratably at a rate of 10,000 Incentive Distribution Units per $35.5 million of additional cash consideration that is paid by Legacy to WPX or to a third party (along with the fair market value of any non-cash consideration) in connection with the consummation of any transaction by which Legacy acquires oil and natural gas properties (or rights therein or other assets related thereto) from WPX or jointly with WPX. | |||||||||
In addition, the vested and outstanding Incentive Distribution Units held by WPX may be converted by Legacy, subject to applicable conversion factors, into units on a one-for-one basis at any time when Legacy has made a distribution in respect of its units for each of the four full fiscal quarters prior to the delivery of its conversion notice, and the amount of the distribution in respect of the units for the full quarter immediately preceding delivery of its conversion notice was equal to at least $0.90 per unit; and the amount of all distributions during each quarter within the four-quarter period immediately preceding delivery of its conversion notice did not exceed the adjusted operating surplus for such quarter. Further, WPX also has the ability to similarly convert any of its vested Incentive Distribution Units beginning three years after June 4, 2014. WPX may not transfer any of the Incentive Distribution Units it holds to any person that is not a controlled affiliate of WPX. | |||||||||
Income (loss) per unit | |||||||||
The following table sets forth the computation of basic and diluted income (loss) per unit: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Net income (loss) | $ | (228,854 | ) | $ | 526 | ||||
Distributions to preferred unitholders | (4,750 | ) | — | ||||||
Net income (loss) available to unitholders | (233,604 | ) | 526 | ||||||
Weighted average number of units outstanding | 68,921 | 57,309 | |||||||
Effect of dilutive securities: | |||||||||
Restricted and phantom units | — | 58 | |||||||
Weighted average units and potential units outstanding | 68,921 | 57,367 | |||||||
Basic and diluted income (loss) per unit | $ | (3.39 | ) | $ | 0.01 | ||||
For the three months ended March 31, 2015, 278,383 restricted units and 862,064 phantom units were excluded from the calculation of diluted income per unit due to their anti-dilutive effect. For the three months ended March 31, 2014, 201,643 restricted units and 289,977 phantom units were excluded from the calculation of diluted income per unit due to their anti-dilutive effect. |
UnitBased_Compensation
Unit-Based Compensation | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Unit-Based Compensation | Unit-Based Compensation | |||||||||||||
Long-Term Incentive Plan | ||||||||||||||
On March 15, 2006, the LTIP for Legacy was implemented for its employees, consultants and directors, its affiliates and its general partner. The awards under the LTIP may include unit grants, restricted units, phantom units, unit options and unit appreciation rights ("UARs"). The LTIP permits the grant of awards that may be made or settled in units up to an aggregate of 2,000,000 units. As of March 31, 2015, grants of awards net of forfeitures and, in the case of phantom units, historical exercises covering 1,820,306 units had been made, comprised of 266,014 unit option awards, 561,850 restricted unit awards, 862,064 phantom unit awards and 130,378 unit awards. The UAR awards granted under the LTIP may only be settled in cash, and therefore are not included in the aggregate number of units granted under the LTIP. The LTIP is administered by the compensation committee (the “Compensation Committee”) of the board of directors of LRGPLLC. | ||||||||||||||
The cost of employee services in exchange for an award of equity instruments is measured based on a grant-date fair value of the award (with limited exceptions), and that cost must generally be recognized over the vesting period of the award. However, if an entity that nominally has the choice of settling awards by issuing stock predominately settles in cash, or if an entity usually settles in cash whenever an employee asks for cash settlement, the entity is settling a substantive liability rather than repurchasing an equity instrument. Due to Legacy’s historical practice of settling options and UARs in cash, Legacy accounts for unit options and UARs by utilizing the liability method. The liability method requires companies to measure the cost of the employee services in exchange for a cash award based on the fair value of the underlying security at the end of each reporting period. Compensation cost is recognized based on the change in the liability between periods. | ||||||||||||||
Unit Appreciation Rights and Unit Options | ||||||||||||||
A UAR is a notional unit that entitles the holder, upon vesting, to receive cash valued at the difference between the closing price of units on the exercise date and the exercise price, as determined on the date of grant. Because these awards are settled in cash, Legacy is accounting for the UARs by utilizing the liability method. | ||||||||||||||
During the year ended December 31, 2014, Legacy issued 136,100 UARs to employees which vest ratably over a three-year period and 105,174 UARs to employees which vest at the end of a three-year period. During the three-month period ended March 31, 2015, Legacy issued 13,500 UARs to employees which vest ratably over a three-year period. All UARs granted in 2014 and 2015 expire seven years from the grant date and are exercisable when they vest. | ||||||||||||||
For the three-month periods ended March 31, 2015 and 2014, Legacy recorded $5,181 and $(162,916), respectively, of compensation expense (benefit) due to the change in liability from December 31, 2014 and 2013, respectively, based on its use of the Black-Scholes model to estimate the March 31, 2015 and 2014 fair value of these UARs (see Note 6). As of March 31, 2015, there was a total of approximately $12,321 of unrecognized compensation costs related to the unexercised and non-vested portion of these UARs. At March 31, 2015, this cost was expected to be recognized over a weighted-average period of approximately 2.43 years. Compensation expense is based upon the fair value as of March 31, 2015 and is recognized as a percentage of the service period satisfied. Based on historical data, Legacy has assumed a volatility factor of approximately 42% and employed the Black-Scholes model to estimate the March 31, 2015 fair value to be realized as compensation cost based on the percentage of service period satisfied. Based on historical data, Legacy has assumed an estimated forfeiture rate of 4.7%. Legacy will adjust the estimated forfeiture rate based upon actual experience. Legacy has assumed an annual distribution rate of $2.44 per unit. Due to the timing of the valuation, this distribution rate does not reflect the reduced quarterly distribution rate as the reduction was determined subsequent to the period end. | ||||||||||||||
A summary of UAR and unit option activity for the three months ended March 31, 2015 is as follows: | ||||||||||||||
Units | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||
Outstanding at January 1, 2015 | 671,229 | $ | 26.97 | |||||||||||
Granted | 13,500 | 11.16 | ||||||||||||
Forfeited | (2,800 | ) | 29.62 | |||||||||||
Outstanding at March 31, 2015 | 681,929 | $ | 26.65 | 4.9 | $ | 900 | ||||||||
Options and UARs exercisable at March 31, 2015 | 244,219 | $ | 25.58 | 3.4 | $ | — | ||||||||
The following table summarizes the status of Legacy’s non-vested UARs since January 1, 2015: | ||||||||||||||
Non-Vested UARs | ||||||||||||||
Number of Units | Weighted-Average Exercise Price | |||||||||||||
Non-vested at January 1, 2015 | 451,173 | $ | 27.69 | |||||||||||
Granted | 13,500 | 11.16 | ||||||||||||
Vested | (24,163 | ) | 26.36 | |||||||||||
Forfeited | (2,800 | ) | 29.62 | |||||||||||
Non-vested at March 31, 2015 | 437,710 | $ | 27.24 | |||||||||||
Legacy has used a weighted-average risk-free interest rate of 1.3% in its Black-Scholes calculation of fair value, which approximates the U.S. Treasury interest rates at March 31, 2015 whose terms are consistent with the expected life of the UARs and unit options. Expected life represents the period of time that UARs and unit options are expected to be outstanding and is based on Legacy’s best estimate. The following table represents the weighted-average assumptions used for the Black-Scholes option-pricing model. | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | ||||||||||||||
Expected life (years) | 4.94 | |||||||||||||
Risk free interest rate | 1.3 | % | ||||||||||||
Annual distribution rate per unit | $2.44 | |||||||||||||
Volatility | 42 | % | ||||||||||||
Phantom Units | ||||||||||||||
Legacy has also issued phantom units under the LTIP to both executive officers, as described below, and certain other employees. A phantom unit is a notional unit that entitles the holder, upon vesting, to receive one Partnership unit for each phantom unit. Legacy is accounting for these phantom units by utilizing the equity method. | ||||||||||||||
On September 21, 2009, the board of directors of LRGPLLC, upon the recommendation of the Compensation Committee, implemented an equity-based incentive compensation policy applicable to the executive officers of Legacy. In addition to cash bonus awards, under the compensation plan, the executives are eligible for both subjective and objective grants of phantom units. The subjective, or service-based, grants may be awarded up to a maximum percentage of annual salary as determined by the Compensation Committee. Once granted, these phantom units vest ratably over a three-year period. The objective, or performance-based, grants may be awarded up to a maximum percentage of annual salary as determined by the Compensation Committee. However, the amount to vest each year for the three-year vesting period will be determined on each vesting date based on a three-step process, with the first two steps each comprising 50% of the total vesting amount while the third step is the sum of the first two steps. The first step in the process will be a function of Total Unitholder Return (“TUR”) for the Partnership and the percentage rank of the Legacy TUR among a peer group of upstream master limited partnerships, as determined by the Compensation Committee at the beginning of each year. In the second step, the Legacy TUR will be compared to the TUR of a group of master limited partnerships included in the Alerian MLP Index. The third step is the addition of the above two steps to determine the total performance-based awards to vest. On March 7, 2013, the board of directors of LRGPLLC, upon the recommendation of the Compensation Committee, approved a revised compensation policy (the “Revised Policy”). This Revised Policy applies to incentive awards granted after the fiscal year ended 2013. While the Revised Policy measures TUR against both the peer group and Alerian MLP Index, the measurement periods were increased to a three-year cumulative measurement period with a corresponding increase in vesting from a ratable three-year vesting to three-year cliff vesting. Performance based phantom units subject to vesting which do not vest in a given year will be forfeited. With respect to both the subjective and objective units awarded under both compensation policies, distribution equivalent rights ("DERs") will accumulate and accrue based on the total number of actual amounts vested and will be payable at the date of vesting. However, due to the aforementioned revision for executive employees, accrued DERs paid at the date of vesting will be treated as distributions in the period paid rather than being recognized as compensation expense over the life of the award. | ||||||||||||||
On March 4, 2014, the Compensation Committee approved the award of 117,197 subjective, or service-based, phantom units and 102,572 objective, or performance based, phantom units to Legacy’s executive officers. On February 24, 2015, the Compensation Committee approved the award of 341,251 subjective, or service-based, phantom units and 259,998 objective, or performance based, phantom units to Legacy’s executive officers. | ||||||||||||||
Compensation expense related to the phantom units and associated DERs was $0.4 million and $0.3 million for the three months ended March 31, 2015 and 2014, respectively. | ||||||||||||||
Restricted Units | ||||||||||||||
During the year ended December 31, 2014, Legacy issued an aggregate of 127,845 restricted units to non-executive employees. These restricted units awarded typically vest ratably over a three-year period all beginning on or around the date of grant. During the three-month period ended March 31, 2015, Legacy issued an aggregate of 28,000 restricted units to non-executive employees. These restricted units awarded vest ratably over a three-year period. Compensation expense related to restricted units was $0.6 million and $0.5 million for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, there was a total of $4.3 million of unrecognized compensation expense related to the unvested portion of these restricted units. At March 31, 2015, this cost was expected to be recognized over a weighted-average period of 2.1 years. Pursuant to the provisions of ASC 718, Legacy’s issued units, as reflected in the accompanying consolidated balance sheet at March 31, 2015, do not include 278,383 units related to unvested restricted unit awards. | ||||||||||||||
Board Units | ||||||||||||||
On May 15, 2014, Legacy granted and issued 3,628 units to each of its five non-employee directors. The value of each unit was $27.50 at the time of issuance. |
Subsidiary_Guarantors
Subsidiary Guarantors | 3 Months Ended |
Mar. 31, 2015 | |
Guarantees [Abstract] | |
Subsidiary Guarantors | Subsidiary Guarantors |
On April 2, 2014, we filed a registration statement on Form S-3 with the Securities and Exchange Commission ("SEC") to register the issuance and sale of, among other securities, our debt securities, which may be co-issued by Legacy Reserves Finance Corporation. The registration statement also registered guarantees of debt securities by Legacy Reserves Operating GP, LLC, Legacy Reserves Operating LP and Legacy Reserves Services, Inc. The Partnership's 2020 Senior Notes were issued in a private offering on December 4, 2012 and were subsequently registered through a public exchange offer that closed on January 8, 2014. The Partnership's 2021 Senior Notes were issued in two separate private offerings on May 28, 2013 and May 8, 2014. $250 million aggregate principal amount of our 2021 Senior Notes were subsequently registered through a public exchange offer that closed on March 18, 2014. The remaining $300 million of aggregate principal amount of our 2021 Senior Notes were subsequently registered through a public exchange offer that closed on February 10, 2015. The 2020 Senior Notes and the 2021 Senior Notes are guaranteed by our 100% owned subsidiaries Legacy Reserves Operating GP, LLC, Legacy Reserves Operating LP and Legacy Reserves Services, Inc., which constitute all of our wholly-owned subsidiaries other than Legacy Reserves Finance Corporation, and certain other future subsidiaries (the “Guarantors”, together with any future 100% owned subsidiaries that guarantee the Partnership's 2020 Senior Notes and 2021 Senior Notes, the “Subsidiaries”). The Subsidiaries are 100% owned by the Partnership and the guarantees by the Subsidiaries are full and unconditional, except for customary release provisions described in Note 2 - Long-Term Debt. The Partnership has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Partnership. The guarantees constitute joint and several obligations of the Guarantors. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On April 16, 2015, Legacy’s board of directors approved a distribution of $0.35 per unit payable on May 15, 2015 to unitholders of record on May 1, 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting whereby revenues are recognized when earned, and expenses are recognized when incurred. These condensed consolidated financial statements as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 are unaudited. In the opinion of management, such financial statements include the adjustments and accruals, all of which are of a normal recurring nature, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a full year. |
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements should be read in connection with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03") which changes the presentation of debt issuance costs in financial statements to present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. We do not expect the adoption of ASU 2015-03 will have a material impact on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Schedule of components of accrued oil and natural gas liabilities | Below are the components of accrued oil and natural gas liabilities as of March 31, 2015 and December 31, 2014: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Revenue payable | $ | 12,972 | $ | 19,267 | ||||
Accrued lease operating expense | 19,673 | 21,177 | ||||||
Accrued capital expenditures | 7,984 | 20,773 | ||||||
Accrued ad valorem tax | 8,721 | 9,382 | ||||||
Other | 6,002 | 8,016 | ||||||
$ | 55,352 | $ | 78,615 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of long-term debt | Long-term debt consists of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Credit Facility due 2019 | $ | 137,000 | $ | 109,000 | |||||
8% Senior Notes due 2020 | 300,000 | 300,000 | |||||||
6.625% Senior Notes due 2021 | 550,000 | 550,000 | |||||||
987,000 | 959,000 | ||||||||
Unamortized discount on Senior Notes | (19,560 | ) | (20,124 | ) | |||||
Total Long-Term Debt | $ | 967,440 | $ | 938,876 | |||||
Schedule of debt redemption | Legacy will have the option to redeem the 2020 Senior Notes, in whole or in part, at any time on or after December 1, 2016, at the specified redemption prices set forth below together with any accrued and unpaid interest, if any, to the date of redemption if redeemed during the twelve-month period beginning on December 1 of the years indicated below. | ||||||||
Year | Percentage | ||||||||
2016 | 104 | % | |||||||
2017 | 102 | % | |||||||
2018 and thereafter | 100 | % | |||||||
Legacy will have the option to redeem the 2021 Senior Notes, in whole or in part, at any time on or after June 1, 2017, at the specified redemption prices set forth below together with any accrued and unpaid interest, if any, to the date of redemption if redeemed during the twelve-month period beginning on June 1 of the years indicated below. | |||||||||
Year | Percentage | ||||||||
2017 | 103.313 | % | |||||||
2018 | 101.656 | % | |||||||
2019 and thereafter | 100 | % |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Schedule of allocation of the purchase price to the fair value of the acquired assets and liabilities assumed | The allocation of the WPX Acquisition purchase price to the fair value of the acquired assets and liabilities assumed was as follows (in thousands): | ||||
Proved oil and natural gas properties including related equipment | $ | 403,980 | |||
Future abandonment costs | (43,989 | ) | |||
Fair value of net assets acquired | $ | 359,991 | |||
Schedule of unaudited pro forma results of operations | The following table reflects the unaudited pro forma results of operations as though the WPX Acquisition had occurred on January 1, 2013. The pro forma amounts are not necessarily indicative of the results that may be reported in the future and do not include any adjustments for acquisition related expenses. | ||||
Three Months Ended March 31, | |||||
2014 | |||||
Revenues | $ | 148,787 | |||
Net income (loss) attributable to unitholders | $ | 4,116 | |||
Income (loss) per unit — basic and diluted | $ | 0.07 | |||
Units used in computing income (loss) per unit: | |||||
Basic | 57,309 | ||||
Diluted | 57,367 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | The following table sets forth by level within the fair value hierarchy Legacy’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2015: | ||||||||||||||||
Fair Value Measurements at March 31, 2015 Using | |||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Carrying Value as of | ||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | March 31, 2015 | |||||||||||||
(In thousands) | |||||||||||||||||
LTIP liability (a) | $ | — | $ | (16 | ) | $ | — | $ | (16 | ) | |||||||
Oil and natural gas derivatives | — | 135,727 | (2,485 | ) | 133,242 | ||||||||||||
Interest rate swaps | — | (1,540 | ) | — | (1,540 | ) | |||||||||||
Total | $ | — | $ | 134,171 | $ | (2,485 | ) | $ | 131,686 | ||||||||
(a) | See Note 10 for further discussion on unit-based compensation expenses and the related Long-Term Incentive Plan ("LTIP") liability for certain grants accounted for under the liability method. | ||||||||||||||||
Reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 | The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: | ||||||||||||||||
Significant Unobservable Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Beginning balance | $ | 555 | $ | 20,615 | |||||||||||||
Total losses | (3,357 | ) | (6,740 | ) | |||||||||||||
Settlements, net | 317 | 677 | |||||||||||||||
Ending balance | $ | (2,485 | ) | $ | 14,552 | ||||||||||||
Losses included in earnings relating to derivatives still held as of March 31, 2015 and 2014 | $ | (2,485 | ) | $ | (5,622 | ) | |||||||||||
Schedule of fair value measurements of proved oil and natural gas properties | Assets measured at fair value during the three-month period ended March 31, 2015 include: | ||||||||||||||||
Fair Value Measurements at March 31, 2015 Using | |||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
(In thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Impairment (a) | $ | — | $ | — | $ | 198,095 | |||||||||||
Acquisitions (b) | $ | — | $ | — | $ | 1,691 | |||||||||||
(a) | Legacy reviews oil and natural gas properties for impairment when facts and circumstances indicate that their carrying value may not be recoverable. Legacy compares net capitalized costs of proved oil and natural gas properties to estimated undiscounted future net cash flows using management’s expectations of future oil and natural gas prices. These future price scenarios reflect Legacy’s estimation of future price volatility. During the three-month period ended March 31, 2015, Legacy incurred impairment charges of $209.4 million as oil and natural gas properties with a net cost basis of $407.5 million were written down to their fair value of $198.1 million. In order to determine fair value, Legacy compares net capitalized costs of proved oil and natural gas properties to estimated undiscounted future net cash flows using management’s expectations of future oil and natural gas prices. These future price scenarios reflect Legacy’s estimation of future price volatility. If the net capitalized cost exceeds the undiscounted future net cash flows, Legacy writes the net cost basis down to the discounted future net cash flows, which is management's estimate of fair value. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company's estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that Legacy's management believes will impact realizable prices. The inputs used by management for the fair value measurements utilized in this review include significant unobservable inputs, and therefore, the fair value measurements employed are classified as Level 3 for these types of assets. | ||||||||||||||||
(b) | Assets and liabilities acquired in a business combination are recorded at fair value. During the three-month period ended March 31, 2015, Legacy acquired oil and natural gas properties, inclusive of unproved acreage acquisitions, with a fair value of $1.7 million in multiple individually immaterial transactions. Properties acquired are recorded at fair value, which correlates to the discounted future net cash flow. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company's estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that Legacy's management believes will impact realizable prices. For acquired unproved properties, the market-based weighted average cost of capital rate is subjected to additional project specific risking factors. The inputs used by management for the fair value measurements of these acquired oil and natural gas properties include significant unobservable inputs, and therefore, the fair value measurements employed are classified as Level 3 for these types of assets. |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||
Schedule of reconciliation of the changes in fair value of Legacy's commodity derivatives | The following table sets forth a reconciliation of the changes in fair value of Legacy's commodity derivatives for the three months ended March 31, 2015 and 2014: | |||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Beginning fair value of commodity derivatives | $ | 153,099 | $ | 17,673 | ||||||||||
Total gain (loss) - oil derivatives | 13,594 | (12,260 | ) | |||||||||||
Total gain (loss) - natural gas derivatives | 6,886 | (3,626 | ) | |||||||||||
Crude oil derivative cash settlements paid (received) | (32,200 | ) | 2,556 | |||||||||||
Natural gas derivative cash settlements paid (received) | (8,137 | ) | 1,054 | |||||||||||
Ending fair value of commodity derivatives | $ | 133,242 | $ | 5,397 | ||||||||||
Schedule of gross fair values of our derivative instruments, presenting the impact of offsetting the derivative assets and liabilities | The following table summarizes the gross fair values of our derivative instruments, presenting the impact of offsetting the derivative assets and liabilities on our Consolidated Balance Sheets as of the dates indicated below (in thousands): | |||||||||||||
March 31, 2015 | ||||||||||||||
Gross Amounts of Recognized Assets | Gross Amounts Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | ||||||||||||
Offsetting Derivative Assets: | (In thousands) | |||||||||||||
Commodity derivatives | $ | 203,594 | $ | (70,352 | ) | $ | 133,242 | |||||||
Total derivative assets | $ | 203,594 | $ | (70,352 | ) | $ | 133,242 | |||||||
Offsetting Derivative Liabilities: | ||||||||||||||
Commodity derivatives | $ | (70,352 | ) | $ | 70,352 | $ | — | |||||||
Interest rate derivatives | (1,540 | ) | — | (1,540 | ) | |||||||||
Total derivative liabilities | $ | (71,892 | ) | $ | 70,352 | $ | (1,540 | ) | ||||||
December 31, 2014 | ||||||||||||||
Gross Amounts of Recognized Assets | Gross Amounts Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | ||||||||||||
Offsetting Derivative Assets: | (In thousands) | |||||||||||||
Commodity derivatives | $ | 223,778 | $ | (70,679 | ) | $ | 153,099 | |||||||
Total derivative assets | $ | 223,778 | $ | (70,679 | ) | $ | 153,099 | |||||||
Offsetting Derivative Liabilities: | ||||||||||||||
Commodity derivatives | $ | (70,679 | ) | $ | 70,679 | $ | — | |||||||
Interest rate derivatives | (2,080 | ) | — | (2,080 | ) | |||||||||
Total derivative liabilities | $ | (72,759 | ) | $ | 70,679 | $ | (2,080 | ) | ||||||
Schedule of notional amounts of outstanding derivative positions | As of March 31, 2015, Legacy had the following NYMEX West Texas Intermediate ("WTI") crude oil swaps paying floating prices and receiving fixed prices for a portion of its future oil production as indicated below: | |||||||||||||
Average | ||||||||||||||
Time Period | Volumes (Bbls) | Price per Bbl | Price Range per Bbl | |||||||||||
April-December 2015 | 914,735 | $79.14 | $52.00 | - | $100.20 | |||||||||
2016 | 228,600 | $87.94 | $86.30 | - | $99.85 | |||||||||
2017 | 182,500 | $84.75 | $84.75 | |||||||||||
As of March 31, 2015, Legacy had the following Midland-to-Cushing crude oil differential swaps paying a floating differential and receiving a fixed differential for a portion of its future oil production as indicated below: | ||||||||||||||
Average | ||||||||||||||
Time Period | Volumes (Bbls) | Price per Bbl | Price Range per Bbl | |||||||||||
April-December 2015 | 2,475,000 | ($1.77) | ($1.65) | - | ($1.90) | |||||||||
As of March 31, 2015, Legacy had the following NYMEX WTI crude oil derivative three-way collar contracts that combine a long put, a short put and a short call as indicated below: | ||||||||||||||
Average Short | Average Long | Average Short | ||||||||||||
Time Period | Volumes (Bbls) | Put Price per Bbl | Put Price per Bbl | Call Price per Bbl | ||||||||||
April-December 2015 | 997,400 | $64.87 | $89.60 | $111.39 | ||||||||||
2016 | 621,300 | $63.37 | $88.37 | $106.40 | ||||||||||
2017 | 72,400 | $60.00 | $85.00 | $104.20 | ||||||||||
As of March 31, 2015, Legacy had the following NYMEX WTI crude oil enhanced swap contracts that combine a short put, a long put and a fixed-price swap as indicated below: | ||||||||||||||
Average Long | Average Short | Average | ||||||||||||
Time Period | Volumes (Bbls) | Put Price per Bbl | Put Price per Bbl | Swap Price per Bbl | ||||||||||
2016 | 183,000 | $57.00 | $82.00 | $91.70 | ||||||||||
2017 | 182,500 | $57.00 | $82.00 | $90.85 | ||||||||||
2018 | 127,750 | $57.00 | $82.00 | $90.50 | ||||||||||
As of March 31, 2015, Legacy had the following NYMEX WTI crude oil enhanced swap contracts that combine a short put and a fixed-price swap as indicated below: | ||||||||||||||
Average Short Put | Average Swap | |||||||||||||
Time Period | Volumes (Bbls) | Price per Bbl | Price per Bbl | |||||||||||
April-December 2015 | 688,000 | $77.01 | $93.79 | |||||||||||
As of March 31, 2015, Legacy had the following NYMEX Henry Hub, West Texas Waha, ANR-OK and CIG-Rockies natural gas swaps paying floating natural gas prices and receiving fixed prices for a portion of its future natural gas production as indicated below: | ||||||||||||||
Average | Price | |||||||||||||
Time Period | Volumes (MMBtu) | Price per MMBtu | Range per MMBtu | |||||||||||
April-December 2015 | 13,963,300 | $4.39 | $3.98 | - | $5.82 | |||||||||
2016 | 1,419,200 | $4.30 | $4.12 | - | $5.30 | |||||||||
As of March 31, 2015, Legacy had the following NYMEX Henry Hub natural gas derivative three-way collar contracts that combine a long put, a short put and a short call as indicated below: | ||||||||||||||
Average Short Put | Average Long Put | Average Short Call | ||||||||||||
Time Period | Volumes (MMBtu) | Price per MMBtu | Price per MMBtu | Price per MMBtu | ||||||||||
April-December 2015 | 6,030,000 | $3.66 | $4.21 | $5.01 | ||||||||||
2016 | 5,580,000 | $3.75 | $4.25 | $5.08 | ||||||||||
2017 | 5,040,000 | $3.75 | $4.25 | $5.53 | ||||||||||
As of March 31, 2015, Legacy had the following Henry Hub NYMEX to Northwest Pipeline, NGPL Midcon, California SoCal NGI, San Juan Basin and West Texas WAHA natural gas differential swaps paying a floating differential and receiving a fixed differential for a portion of its future natural gas production as indicated below: | ||||||||||||||
April-December 2015 | ||||||||||||||
Average | ||||||||||||||
Volumes (MMBtu) | Price per MMBtu | |||||||||||||
NWPL | 9,000,000 | ($0.13) | ||||||||||||
NGPL | 360,000 | ($0.15) | ||||||||||||
SoCal | 180,000 | $0.19 | ||||||||||||
San Juan | 360,000 | ($0.12) | ||||||||||||
WAHA | 4,500,000 | ($0.10) | ||||||||||||
Schedule of total impact on interest expense from the mark-to-market and settlements | The total impact on interest expense from the mark-to-market and settlements was as follows: | |||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Beginning fair value of interest rate swaps | $ | (2,080 | ) | $ | (4,759 | ) | ||||||||
Total loss on interest rate swaps | (148 | ) | (174 | ) | ||||||||||
Cash settlements paid | 688 | 886 | ||||||||||||
Ending fair value of interest rate swaps | $ | (1,540 | ) | $ | (4,047 | ) | ||||||||
Schedule of interest rate swap liabilities | The table below summarizes the interest rate swap position as of March 31, 2015: | |||||||||||||
Estimated Fair Market Value at | ||||||||||||||
Notional Amount | Fixed Rate | Effective Date | Maturity Date | March 31, 2015 | ||||||||||
(Dollars in thousands) | ||||||||||||||
$ | 29,000 | 3.07 | % | 10/16/07 | 10/16/15 | $ | (459 | ) | ||||||
$ | 13,000 | 3.112 | % | 11/16/07 | 11/16/15 | (235 | ) | |||||||
$ | 12,000 | 3.131 | % | 11/28/07 | 11/28/15 | (215 | ) | |||||||
$ | 50,000 | 2.5 | % | 10/10/08 | 10/10/15 | (631 | ) | |||||||
Total fair market value of interest rate derivatives | $ | (1,540 | ) |
Asset_Retirement_Obligation_Ta
Asset Retirement Obligation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Asset Retirement Obligation [Abstract] | |||||||||
Schedule of changes in asset retirement obligations | The following table reflects the changes in the ARO during the three months ended March 31, 2015 and year ended December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Asset retirement obligation - beginning of period | $ | 226,525 | $ | 175,786 | |||||
Liabilities incurred with properties acquired | 11,725 | 50,487 | |||||||
Liabilities incurred with properties drilled | — | 941 | |||||||
Liabilities settled during the period | (502 | ) | (2,918 | ) | |||||
Liabilities associated with properties sold | (19 | ) | (5,891 | ) | |||||
Current period accretion | 2,517 | 8,120 | |||||||
Asset retirement obligation - end of period | $ | 240,246 | $ | 226,525 | |||||
Partners_Equity_Tables
Partners' Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of computation of basic and diluted income (loss) per unit | The following table sets forth the computation of basic and diluted income (loss) per unit: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
Net income (loss) | $ | (228,854 | ) | $ | 526 | ||||
Distributions to preferred unitholders | (4,750 | ) | — | ||||||
Net income (loss) available to unitholders | (233,604 | ) | 526 | ||||||
Weighted average number of units outstanding | 68,921 | 57,309 | |||||||
Effect of dilutive securities: | |||||||||
Restricted and phantom units | — | 58 | |||||||
Weighted average units and potential units outstanding | 68,921 | 57,367 | |||||||
Basic and diluted income (loss) per unit | $ | (3.39 | ) | $ | 0.01 | ||||
UnitBased_Compensation_Tables
Unit-Based Compensation (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of option and UAR activity | A summary of UAR and unit option activity for the three months ended March 31, 2015 is as follows: | |||||||||||||
Units | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||
Outstanding at January 1, 2015 | 671,229 | $ | 26.97 | |||||||||||
Granted | 13,500 | 11.16 | ||||||||||||
Forfeited | (2,800 | ) | 29.62 | |||||||||||
Outstanding at March 31, 2015 | 681,929 | $ | 26.65 | 4.9 | $ | 900 | ||||||||
Options and UARs exercisable at March 31, 2015 | 244,219 | $ | 25.58 | 3.4 | $ | — | ||||||||
Schedule of status of the Partnershipbs non-vested UARs | The following table summarizes the status of Legacy’s non-vested UARs since January 1, 2015: | |||||||||||||
Non-Vested UARs | ||||||||||||||
Number of Units | Weighted-Average Exercise Price | |||||||||||||
Non-vested at January 1, 2015 | 451,173 | $ | 27.69 | |||||||||||
Granted | 13,500 | 11.16 | ||||||||||||
Vested | (24,163 | ) | 26.36 | |||||||||||
Forfeited | (2,800 | ) | 29.62 | |||||||||||
Non-vested at March 31, 2015 | 437,710 | $ | 27.24 | |||||||||||
Schedule of weighted average assumptions used for the Black-Scholes option-pricing model | The following table represents the weighted-average assumptions used for the Black-Scholes option-pricing model. | |||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | ||||||||||||||
Expected life (years) | 4.94 | |||||||||||||
Risk free interest rate | 1.3 | % | ||||||||||||
Annual distribution rate per unit | $2.44 | |||||||||||||
Volatility | 42 | % |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Other Narrative (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
General partner's equity, percent | 0.03% | 0.03% |
Term of right to receive distributions of available cash after quarter end | 45 days | |
Minimum percentage of unitholder approval to remove general partner | 66.67% | |
Term of right to receive information reasonably required for tax reporting purposes after close of year | 90 days |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Accrued Oil and Natural Gas Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Revenue payable | $12,972 | $19,267 |
Accrued lease operating expense | 19,673 | 21,177 |
Accrued capital expenditures | 7,984 | 20,773 |
Accrued ad valorem tax | 8,721 | 9,382 |
Other | 6,002 | 8,016 |
Accrued oil and natural gas liabilities | $55,352 | $78,615 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-term Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | 13-May-14 | 28-May-13 |
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $987,000 | $959,000 | ||
Unamortized discount on Senior Notes | -19,560 | -20,124 | ||
Total Long-Term Debt | 967,440 | 938,876 | ||
Senior notes | 8% Senior Notes due 2020 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 8.00% | |||
Long-term debt, gross | 300,000 | 300,000 | ||
Senior notes | 6.625% Senior Notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.63% | |||
Long-term debt, gross | 550,000 | 550,000 | 300,000 | 250,000 |
Credit facility due 2019 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $137,000 | $109,000 |
LongTerm_Debt_Credit_Facility_
Long-Term Debt - Credit Facility (Details) (USD $) | 0 Months Ended | 3 Months Ended | |||
Mar. 10, 2011 | Apr. 02, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 27, 2015 | |
Line of Credit Facility [Line Items] | |||||
Long-term debt, gross | $987,000,000 | $959,000,000 | |||
Credit Facility due 2016 | |||||
Line of Credit Facility [Line Items] | |||||
Expiration period | 5 years | ||||
Current borrowing capacity | 1,000,000,000 | ||||
Credit facility due 2019 | |||||
Line of Credit Facility [Line Items] | |||||
Expiration period | 5 years | ||||
Maximum borrowing capacity | 1,500,000,000 | 700,000,000 | |||
Minimum percent of total value securing credit agreement | 80.00% | ||||
Purchase price of properties as a percentage of borrowing base required for potential re-determination of borrowing base, minimum | 10.00% | ||||
Minimum percent of outstanding principal amount required for changes to credit agreement | 66.67% | ||||
Long-term debt, gross | 137,000,000 | 109,000,000 | |||
Interest rate at period end | 1.79% | ||||
Remaining borrowing capacity | 562,900,000 | ||||
Interest Paid | 1,200,000 | ||||
Credit facility due 2019 | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Ratio of indebtedness to EBITDA | 2.5 | ||||
Credit facility due 2019 | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Ratio of indebtedness to EBITDA | 2.5 | ||||
Credit facility due 2019 | one-, two-, three- or six-month LIBOR [Member] | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Credit facility due 2019 | one-, two-, three- or six-month LIBOR [Member] | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Credit facility due 2019 | Alternate Base Rate, Federal Funds [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Credit facility due 2019 | Alternate Base Rate, one-month LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Credit facility due 2019 | Standard Alternate Base Rate [Member] | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Credit facility due 2019 | Standard Alternate Base Rate [Member] | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $2,000,000 |
LongTerm_Debt_Senior_Notes_Det
Long-Term Debt - Senior Notes (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2013 | 13-May-14 | 28-May-13 | Dec. 04, 2012 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 987,000 | $959,000 | ||||
Senior notes | 8% Senior Notes due 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 8.00% | |||||
Long-term debt, gross | 300,000 | 300,000 | ||||
Issuance percent of par | 97.85% | |||||
Percent of notes eligible of early redemption | 35.00% | |||||
Senior notes | 8% Senior Notes due 2020 | Company Option [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 108.00% | |||||
Senior notes | 8% Senior Notes due 2020 | Change in Control [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 101.00% | |||||
Senior notes | 8% Senior Notes due 2020 | 2016 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 104.00% | |||||
Senior notes | 8% Senior Notes due 2020 | 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 102.00% | |||||
Senior notes | 8% Senior Notes due 2020 | 2018 and thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 100.00% | |||||
Senior notes | 6.625% Senior Notes due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 6.63% | |||||
Long-term debt, gross | 550,000 | 300,000 | 250,000 | $550,000 | ||
Issuance percent of par | 99.00% | 98.41% | ||||
Percent of notes eligible of early redemption | 35.00% | |||||
Senior notes | 6.625% Senior Notes due 2021 | Company Option [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 106.63% | |||||
Senior notes | 6.625% Senior Notes due 2021 | Change in Control [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 101.00% | |||||
Senior notes | 6.625% Senior Notes due 2021 | 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 103.31% | |||||
Senior notes | 6.625% Senior Notes due 2021 | 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 101.66% | |||||
Senior notes | 6.625% Senior Notes due 2021 | 2019 and thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 100.00% | |||||
Legacy Reserves Finance Corporation | ||||||
Debt Instrument [Line Items] | ||||||
Ownership interest | 100.00% | 100.00% | 100.00% |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |
Mar. 31, 2015 | Jun. 04, 2014 | Mar. 31, 2014 | Jun. 03, 2014 | |
Incentive Distribution Equity | ||||
Business Acquisition [Line Items] | ||||
Incentive Distribution Units issued in exchange for oil and natural gas properties | $30,800,000 | |||
WPX acquisition | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price | 360,000,000 | |||
Equity interests issuable (in shares) | 300,000 | |||
Schedule of allocation of the purchase price to the fair value of the acquired assets and liabilities assumed | ||||
Proved oil and natural gas properties including related equipment | 403,980,000 | |||
Future abandonment costs | -43,989,000 | |||
Fair value of net assets acquired | 359,991,000 | |||
Pro Forma Operating Results | ||||
Revenues | 148,787,000 | |||
Net income (loss) attributable to unitholders | $4,116,000 | |||
Income (loss) per unit - basic and diluted (in dollars per share) | $0.07 | |||
Basic (in shares) | 57,309,000 | |||
Diluted (in shares) | 57,367,000 | |||
WPX acquisition | Immediate vesting | ||||
Business Acquisition [Line Items] | ||||
Equity interests issuable (in shares) | 100,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (President/CEO and Director, EVP, CDO, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
President/CEO and Director, EVP, CDO | |
Related Party Transaction [Line Items] | |
Noncontrolling ownership interest in third party by related party | 4.16% |
Monthly rent expense | $65,770 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Loss Contingencies [Line Items] | |
Purchase obligation calculated floor price | 57.14 |
Estimated total future purchase obligation | 56.6 |
Officer | |
Loss Contingencies [Line Items] | |
Employment agreements with officers, severance pay consideration period, minimum | 24 months |
Employment agreements with officers, severance pay consideration period, maximum | 36 months |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | 13-May-14 | 28-May-13 | |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Impairment | $1,418,612,000 | $1,639,974,000 | |||
Impairment of long-lived assets | 209,400,000 | ||||
Long-term debt, gross | 987,000,000 | 959,000,000 | |||
Credit facility due 2019 | |||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Long-term debt, gross | 137,000,000 | 109,000,000 | |||
Senior notes | 8% Senior Notes due 2020 | |||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Long-term debt, gross | 300,000,000 | 300,000,000 | |||
Senior notes | 6.625% Senior Notes due 2021 | |||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Long-term debt, gross | 550,000,000 | 550,000,000 | 300,000,000 | 250,000,000 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Senior notes | 8% Senior Notes due 2020 | |||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Fair value of notes payable | 258,300,000 | ||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Senior notes | 6.625% Senior Notes due 2021 | |||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Fair value of notes payable | 434,500,000 | ||||
Recurring | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
LTIP liability | -16,000 | ||||
Fair value of assets (liabilities) | 131,686,000 | ||||
Recurring | Commodity derivatives | Oil and natural gas | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
Derivative asset | 133,242,000 | ||||
Recurring | Interest rate swaps | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
Derivative liability | -1,540,000 | ||||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
LTIP liability | 0 | ||||
Fair value of assets (liabilities) | 0 | ||||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity derivatives | Oil and natural gas | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
Derivative asset | 0 | ||||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate swaps | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
Derivative liability | 0 | ||||
Recurring | Significant Other Observable Inputs (Level 2) | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
LTIP liability | -16,000 | ||||
Fair value of assets (liabilities) | 134,171,000 | ||||
Recurring | Significant Other Observable Inputs (Level 2) | Commodity derivatives | Oil and natural gas | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
Derivative asset | 135,727,000 | ||||
Recurring | Significant Other Observable Inputs (Level 2) | Interest rate swaps | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
Derivative liability | -1,540,000 | ||||
Recurring | Significant Unobservable Inputs (Level 3) | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
LTIP liability | 0 | ||||
Fair value of assets (liabilities) | -2,485,000 | ||||
Reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 | |||||
Beginning balance | 555,000 | 20,615,000 | |||
Total losses | -3,357,000 | -6,740,000 | |||
Settlements, net | 317,000 | 677,000 | |||
Ending balance | -2,485,000 | 14,552,000 | |||
Recurring | Significant Unobservable Inputs (Level 3) | Derivative assets | |||||
Reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 | |||||
Losses included in earnings relating to derivatives still held as of March 31, 2015 and 2014 | -2,485,000 | -5,622,000 | |||
Recurring | Significant Unobservable Inputs (Level 3) | Commodity derivatives | Oil and natural gas | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
Derivative asset | -2,485,000 | ||||
Recurring | Significant Unobservable Inputs (Level 3) | Interest rate swaps | |||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | |||||
Derivative liability | 0 | ||||
Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Impairment | 0 | ||||
Acquisitions | 0 | ||||
Nonrecurring | Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Impairment | 0 | ||||
Acquisitions | 0 | ||||
Nonrecurring | Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | |||||
Impairment | 198,095,000 | ||||
Acquisitions | 1,691,000 | ||||
Oil and gas properties, gross | $407,500,000 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Commodity Derivatives (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Realized and Unrealized Gains (Losses) Related to Derivatives [Roll Forward] | ||||
Total gain (loss) on derivatives | $21,019 | ($15,175) | ||
Derivative cash settlements paid (received) | -40,337 | 3,610 | ||
Not designated as hedging instrument | Commodity contract | ||||
Realized and Unrealized Gains (Losses) Related to Derivatives [Roll Forward] | ||||
Beginning fair value of interest rate swaps | 153,099 | 17,673 | ||
Ending fair value of interest rate swaps | 133,242 | 5,397 | 153,099 | 17,673 |
Not designated as hedging instrument | Commodity contract | Oil | ||||
Realized and Unrealized Gains (Losses) Related to Derivatives [Roll Forward] | ||||
Total gain (loss) on derivatives | 13,594 | -12,260 | ||
Derivative cash settlements paid (received) | -32,200 | 2,556 | ||
Not designated as hedging instrument | Commodity contract | Natural gas | ||||
Realized and Unrealized Gains (Losses) Related to Derivatives [Roll Forward] | ||||
Total gain (loss) on derivatives | 6,886 | -3,626 | ||
Derivative cash settlements paid (received) | ($8,137) | $1,054 |
Derivative_Financial_Instrumen3
Derivative Financial Instruments - Offsetting Derivative Assets and Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Offsetting Derivative Assets: | ||
Gross Amounts of Recognized Assets | $203,594 | $223,778 |
Gross Amounts Offset in the Consolidated Balance Sheets | -70,352 | -70,679 |
Net Amounts Presented in the Consolidated Balance Sheets | 133,242 | 153,099 |
Offsetting Derivative Liabilities: | ||
Gross Amounts of Recognized Liabilities | -71,892 | -72,759 |
Gross Amounts Offset in the Consolidated Balance Sheets | 70,352 | 70,679 |
Net Amounts Presented in the Consolidated Balance Sheets | -1,540 | -2,080 |
Commodity contract | ||
Offsetting Derivative Assets: | ||
Gross Amounts of Recognized Assets | 203,594 | 223,778 |
Gross Amounts Offset in the Consolidated Balance Sheets | -70,352 | -70,679 |
Net Amounts Presented in the Consolidated Balance Sheets | 133,242 | 153,099 |
Offsetting Derivative Liabilities: | ||
Gross Amounts of Recognized Liabilities | -70,352 | -70,679 |
Gross Amounts Offset in the Consolidated Balance Sheets | 70,352 | 70,679 |
Net Amounts Presented in the Consolidated Balance Sheets | 0 | 0 |
Interest rate contract | ||
Offsetting Derivative Liabilities: | ||
Gross Amounts of Recognized Liabilities | -1,540 | -2,080 |
Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Net Amounts Presented in the Consolidated Balance Sheets | ($1,540) | ($2,080) |
Derivative_Financial_Instrumen4
Derivative Financial Instruments - Schedule of Derivatives, Notional Amounts Outstanding (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | bbl | MMBTU |
NYMEX WTI Swaps | Crude Oil | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 914,735 | |
Average Price | 79.14 | |
NYMEX WTI Swaps | Crude Oil | April-December 2015 | Minimum | ||
Derivative [Line Items] | ||
Price Range | 52 | |
NYMEX WTI Swaps | Crude Oil | April-December 2015 | Maximum | ||
Derivative [Line Items] | ||
Price Range | 100.2 | |
NYMEX WTI Swaps | Crude Oil | 2016 | ||
Derivative [Line Items] | ||
Volumes | 228,600 | |
Average Price | 87.94 | |
NYMEX WTI Swaps | Crude Oil | 2016 | Minimum | ||
Derivative [Line Items] | ||
Price Range | 86.3 | |
NYMEX WTI Swaps | Crude Oil | 2016 | Maximum | ||
Derivative [Line Items] | ||
Price Range | 99.85 | |
NYMEX WTI Swaps | Crude Oil | 2017 | ||
Derivative [Line Items] | ||
Volumes | 182,500 | |
Average Price | 84.75 | |
NYMEX WTI Swaps | Crude Oil | 2017 | Minimum | ||
Derivative [Line Items] | ||
Price Range | 84.75 | |
Midland-to-Cushing Differential Swaps [Member] | Crude Oil | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 2,475,000 | |
Average Price | -1.77 | |
Midland-to-Cushing Differential Swaps [Member] | Crude Oil | April-December 2015 | Minimum | ||
Derivative [Line Items] | ||
Price Range | -1.65 | |
Midland-to-Cushing Differential Swaps [Member] | Crude Oil | April-December 2015 | Maximum | ||
Derivative [Line Items] | ||
Price Range | -1.9 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 997,400 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | April-December 2015 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 64.87 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | April-December 2015 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 89.6 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | April-December 2015 | Call option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 111.39 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2016 | ||
Derivative [Line Items] | ||
Volumes | 621,300 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2016 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 63.37 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2016 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 88.37 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2016 | Call option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 106.4 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2017 | ||
Derivative [Line Items] | ||
Volumes | 72,400 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2017 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 60 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2017 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 85 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2017 | Call option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 104.2 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2016 | ||
Derivative [Line Items] | ||
Volumes | 183,000 | |
Average Price | 91.7 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2016 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 82 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2016 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 57 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2017 | ||
Derivative [Line Items] | ||
Volumes | 182,500 | |
Average Price | 90.85 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2017 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 82 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2017 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 57 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2018 | ||
Derivative [Line Items] | ||
Volumes | 127,750 | |
Average Price | 90.5 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2018 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 82 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2018 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 57 | |
NYMEX WTI Enhanced Swap Contracts 2 | Crude Oil | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 688,000 | |
Average Price | 93.79 | |
NYMEX WTI Enhanced Swap Contracts 2 | Crude Oil | April-December 2015 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 77.01 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 13,963,300 | |
Average Price | 4.39 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | April-December 2015 | Minimum | ||
Derivative [Line Items] | ||
Price Range | 3.98 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | April-December 2015 | Maximum | ||
Derivative [Line Items] | ||
Price Range | 5.82 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2016 | ||
Derivative [Line Items] | ||
Volumes | 1,419,200 | |
Average Price | 4.3 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2016 | Minimum | ||
Derivative [Line Items] | ||
Price Range | 4.12 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2016 | Maximum | ||
Derivative [Line Items] | ||
Price Range | 5.3 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 6,030,000 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | April-December 2015 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 3.66 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | April-December 2015 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 4.21 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | April-December 2015 | Call option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 5.01 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2016 | ||
Derivative [Line Items] | ||
Volumes | 5,580,000 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2016 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 3.75 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2016 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 4.25 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2016 | Call option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 5.08 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2017 | ||
Derivative [Line Items] | ||
Volumes | 5,040,000 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2017 | Put option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 3.75 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2017 | Put option | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 4.25 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2017 | Call option | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 5.53 | |
Henry Hub NYMEX to Northwest Pipeline Natural Gas Differential Swaps | Natural gas | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 9,000,000 | |
Average Price | -0.13 | |
Henry Hub NYMEX to NGPL Midcon Natural Gas Differential Swaps [Member] | Natural gas | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 360,000 | |
Average Price | -0.15 | |
Interest rate swaps | Libor Swap All Tranches [Member] | ||
Derivative [Line Items] | ||
Estimated Fair Market Value | ($1,540) | |
Interest rate swaps | Libor Swap Tranche 1 | ||
Derivative [Line Items] | ||
Notional Amount | 29,000 | |
Fixed Rate | 3.07% | |
Estimated Fair Market Value | -459 | |
Interest rate swaps | Libor Swap Tranche 2 | ||
Derivative [Line Items] | ||
Notional Amount | 13,000 | |
Fixed Rate | 3.11% | |
Estimated Fair Market Value | -235 | |
Interest rate swaps | Libor Swap Tranche 3 | ||
Derivative [Line Items] | ||
Notional Amount | 12,000 | |
Fixed Rate | 3.13% | |
Estimated Fair Market Value | -215 | |
Interest rate swaps | Libor Swap Tranche 4 | ||
Derivative [Line Items] | ||
Notional Amount | 50,000 | |
Fixed Rate | 2.50% | |
Estimated Fair Market Value | ($631) | |
Henry Hub NYMEX to California SoCal NGI Natural Gas Differential Swaps [Member] | Natural gas | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 180,000 | |
Average Price | 0.19 | |
Henry Hub NYMEX to San Juan Basin Natural Gas Differential Swaps [Member] | Natural gas | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 360,000 | |
Average Price | -0.12 | |
Henry Hub NYMEX to West Texas WAHA Natural Gas Differential Swaps [Member] | Natural gas | April-December 2015 | ||
Derivative [Line Items] | ||
Volumes | 4,500,000 | |
Average Price | -0.1 |
Derivative_Financial_Instrumen5
Derivative Financial Instruments - Schedule of Derivatives, Gain (Loss) on Derivative Activity (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash settlements paid | ($40,337) | $3,610 |
Interest rate swaps | Not designated as hedging instrument | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Beginning fair value of interest rate swaps | -2,080 | -4,759 |
Cash settlements paid | 688 | 886 |
Ending fair value of interest rate swaps | -1,540 | -4,047 |
Interest rate swaps | Not designated as hedging instrument | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total loss on interest rate swaps | ($148) | ($174) |
Asset_Retirement_Obligation_De
Asset Retirement Obligation (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2013 |
Changes in the ARO | ||
Asset retirement obligation b beginning of period | $226,525 | |
Liabilities incurred with properties acquired | 11,725 | 50,487 |
Liabilities incurred with properties drilled | 0 | 941 |
Liabilities settled during the period | -502 | -2,918 |
Liabilities associated with properties sold | -19 | -5,891 |
Current period accretion | 2,517 | 8,120 |
Asset retirement obligation b end of period | $240,246 | $175,786 |
Partners_Equity_Preferred_Unit
Partners' Equity - Preferred Units (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jun. 04, 2014 | 12-May-14 | Apr. 17, 2014 | Mar. 31, 2015 | Jun. 17, 2014 | Jul. 01, 2014 |
Class of Stock [Line Items] | ||||||
Liquidation preference (in dollars per share) | 25 | |||||
WPX acquisition | ||||||
Class of Stock [Line Items] | ||||||
Equity interests issuable (in shares) | 300,000 | |||||
Conversion terms, minimum distribution per share | $0.90 | |||||
WPX acquisition | Immediate vesting | ||||||
Class of Stock [Line Items] | ||||||
Equity interests issuable (in shares) | 100,000 | |||||
WPX acquisition | Ratable vesting | ||||||
Class of Stock [Line Items] | ||||||
Equity interests issuable (in shares) | 10,000 | |||||
Additional cash consideration | $35.50 | |||||
WPX acquisition | Forfeiture, first two anniversaries | ||||||
Class of Stock [Line Items] | ||||||
Equity interests forfeiture (in shares) | 66,666 | |||||
WPX acquisition | Forfeiture, third anniversary | ||||||
Class of Stock [Line Items] | ||||||
Equity interests forfeiture (in shares) | 66,668 | |||||
Series A Preferred Equity | ||||||
Class of Stock [Line Items] | ||||||
Stock issuance (in shares) | 2,000,000 | |||||
Share price | $25 | |||||
Dividend rate | 8.00% | |||||
Additional shares of underwriter purchase option | 300,000 | |||||
Series A Preferred Equity | three-month LIBOR | ||||||
Class of Stock [Line Items] | ||||||
Variable dividend rate | 5.24% | |||||
Series B Preferred Equity | ||||||
Class of Stock [Line Items] | ||||||
Stock issuance (in shares) | 7,000,000 | |||||
Share price | $25 | |||||
Series B Preferred Equity | three-month LIBOR | ||||||
Class of Stock [Line Items] | ||||||
Variable dividend rate | 5.26% | |||||
Series B Preferred Equity | Over-Allotment Option | ||||||
Class of Stock [Line Items] | ||||||
Stock issuance (in shares) | 200,000 | |||||
Unvested IDUs [Member] | WPX acquisition | ||||||
Class of Stock [Line Items] | ||||||
Equity interests issuable (in shares) | 200,000 |
Partners_Equity_Income_loss_pe
Partners' Equity - Income (loss) per unit (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net loss | ($228,854) | $526 |
Distributions to Preferred unitholders | -4,750 | 0 |
Net income (loss) available to unitholders | ($233,604) | $526 |
Weighted average number of units outstanding (in shares) | 68,921,000 | 57,309,000 |
Effect of dilutive securities: | ||
Restricted and phantom units (in shares) | 0 | 58,000 |
Weighted average units and potential common units outstanding (in shares) | 68,921,000 | 57,367,000 |
Basic income (loss) per unit (in dollars per share) | ($3.39) | $0.01 |
Phantom share units (PSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive restricted units excluded from computation of EPS | 862,064 | 289,977 |
Restricted stock units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive restricted units excluded from computation of EPS | 278,383 | 201,643 |
UnitBased_Compensation_LTIP_Un
Unit-Based Compensation - LTIP, Unit Appreciation Rights and Unit Options (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual interest rate | 1.30% | ||
Unit appreciation rights (UARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units issued as compensation. gross | 13,500 | ||
Unit award expiration period | 7 years | ||
Share-based compensation expense | 5,181 | ($162,916) | |
Unrecognized compensation costs | 12,321 | ||
Unrecognized compensation costs, weighted-average remaining period for recognition | 2 years 5 months 5 days | ||
Volatility | 42.00% | ||
Share based compensation, forfeiture rate | 4.70% | ||
Annual distribution rate per unit (in dollars per share) | 2.44 | ||
Annual interest rate | 1.30% | ||
Unit appreciation rights (UARs) | Ratable vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units issued as compensation. gross | 13,500 | 136,100 | |
Award vesting period | 3 years | 3 years | |
Unit appreciation rights (UARs) | Cliff vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units issued as compensation. gross | 105,174 | ||
Award vesting period | 3 years | ||
Restricted stock units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 600,000 | 500,000 | |
Unrecognized compensation costs | 4,300,000 | ||
Unrecognized compensation costs, weighted-average remaining period for recognition | 2 years 1 month 24 days | ||
Phantom share units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 400,000 | $300,000 | |
Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units authorized for issuance (in shares) | 2,000,000 | ||
Units issued as compensation (in shares) | 1,820,306 | ||
Long Term Incentive Plan | Unit option awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units issued as compensation (in shares) | 266,014 | ||
Long Term Incentive Plan | Restricted stock units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units issued as compensation (in shares) | 561,850 | ||
Long Term Incentive Plan | Phantom share units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units issued as compensation (in shares) | 862,064 | ||
Long Term Incentive Plan | Unrestricted units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units issued as compensation (in shares) | 130,378 |
UnitBased_Compensation_Option_
Unit-Based Compensation - Option and UAR Activity (Details) (Unit appreciation rights (UARs), USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Unit appreciation rights (UARs) | |
Units (in shares) | |
Outstanding | 671,229 |
Granted | 13,500 |
Forfeited | -2,800 |
Outstanding | 681,929 |
Options and UARs exercisable | 244,219 |
Weighted-Average Exercise Price (in dollars per share) | |
Outstanding | $26.97 |
Granted | $11.16 |
Forfeited | $29.62 |
Outstanding | $26.65 |
Options and UARs exercisable | $25.58 |
Weighted-Average Remaining Contractual Term | |
Outstanding | 4 years 11 months 10 days |
Options and UARs exercisable | 3 years 5 months 6 days |
Aggregate Intrinsic Value | |
Outstanding | $900 |
Options and UARs exercisable | $0 |
UnitBased_Compensation_Status_
Unit-Based Compensation - Status of the Partnership's non-vested UARs (Details) (Unit appreciation rights (UARs), USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Unit appreciation rights (UARs) | |
Number of Units | |
Non-vested at January 1, 2015 | 451,173 |
Granted | 13,500 |
Vested | -24,163 |
Forfeited | -2,800 |
Non-vested at March 31, 2015 | 437,710 |
Weighted- Average Exercise Price | |
Non-vested at January 1, 2015 | $27.69 |
Granted | $11.16 |
Vested | $26.36 |
Forfeited | $29.62 |
Non-vested at March 31, 2015 | $27.24 |
UnitBased_Compensation_Weighte
Unit-Based Compensation - Weighted Average Assumptions (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Annual interest rate | 1.30% |
Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 4 years 11 months 10 days |
Annual interest rate | 1.30% |
Annual distribution rate per unit (in dollars per share) | 2.44 |
Volatility | 42.00% |
UnitBased_Compensation_Phantom
Unit-Based Compensation - Phantom, Board and Restricted Units (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Feb. 24, 2015 | Mar. 04, 2014 | Sep. 21, 2009 | Mar. 07, 2013 | 15-May-14 | |
Non-employee directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Value of each unit at issuance (in dollars per share) | 27.5 | |||||||
Stock Appreciation Rights (SARs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 13,500 | |||||||
Unvested units not included in consolidated balance sheet (in shares) | 437,710 | 451,173 | ||||||
Share-based compensation expense | $5,181 | ($162,916) | ||||||
Unrecognized compensation costs | 12,321 | |||||||
Unrecognized compensation costs, period of recognition | 2 years 5 months 5 days | |||||||
Stock Appreciation Rights (SARs) [Member] | Ratable vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | 3 years | ||||||
Stock Appreciation Rights (SARs) [Member] | Cliff vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Subjective phantom share units (PSUs) | Executive officers | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 341,251 | 117,197 | ||||||
Subjective phantom share units (PSUs) | Executive officers | Ratable vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Objective phantom share units (PSUs) | Executive officers | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award measurement period | 3 years | |||||||
Granted (in shares) | 259,998 | 102,572 | ||||||
Objective phantom share units (PSUs) | Executive officers | Ratable vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Objective phantom share units (PSUs) | Executive officers | Three-step process vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Objective phantom share units (PSUs) | Executive officers | Three-step process vesting, each of first two steps | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 50.00% | |||||||
Objective phantom share units (PSUs) | Executive officers | Cliff vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Phantom share units (PSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Partnership unit conversion ratio (in shares) | 1 | |||||||
Share-based compensation expense | 400,000 | 300,000 | ||||||
Restricted stock units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unvested units not included in consolidated balance sheet (in shares) | 278,383 | |||||||
Share-based compensation expense | 600,000 | 500,000 | ||||||
Unrecognized compensation costs | $4,300,000 | |||||||
Unrecognized compensation costs, period of recognition | 2 years 1 month 24 days | |||||||
Restricted stock units (RSUs) | Non-executive employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 28,000 | |||||||
Restricted stock units (RSUs) | Non-executive employees | Ratable vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Restricted stock units (RSUs) | Non-executive employees and certain executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 127,845 | |||||||
Restricted stock units (RSUs) | Non-executive employees and certain executives | Ratable vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Unrestricted units | Non-employee directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 3,628 | |||||||
Individuals eligible for plan | 5 |
Subsidiary_Guarantors_Details
Subsidiary Guarantors (Details) (USD $) | 12 Months Ended | |||||
8-May-14 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 18, 2014 | 13-May-14 | 28-May-13 | |
offering | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $987,000,000 | $959,000,000 | ||||
Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Number of private offerings | 2 | |||||
Aggregate principal amount | 250,000,000 | |||||
Percent of subsidiaries owned | 100.00% | |||||
6.625% Senior Notes due 2021 | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $550,000,000 | $550,000,000 | $300,000,000 | $250,000,000 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event, USD $) | Apr. 16, 2015 |
Subsequent event | |
Subsequent Event [Line Items] | |
Distributions declared and paid (in dollars per share) | $0.35 |