Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LEGACY RESERVES LP | |
Entity Central Index Key | 1,358,831 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 72,411,046 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,140 | $ 2,006 |
Accounts receivable, net: | ||
Oil and natural gas | 35,578 | 33,944 |
Joint interest owners | 13,752 | 25,378 |
Other | 2 | 86 |
Fair value of derivatives | 23,188 | 63,711 |
Prepaid expenses and other current assets (Note 1) | 7,724 | 4,334 |
Total current assets | 81,384 | 129,459 |
Oil and natural gas properties using the successful efforts method, at cost: | ||
Proved properties | 3,307,925 | 3,485,634 |
Unproved properties | 13,653 | 13,424 |
Accumulated depletion, depreciation, amortization and impairment | (2,048,928) | (2,090,102) |
Oil and natural gas properties using the successful efforts method, at cost | 1,272,650 | 1,408,956 |
Other property and equipment, net of accumulated depreciation and amortization of $9,754 and $8,915, respectively | 4,048 | 4,575 |
Operating rights, net of amortization of $5,161 and $4,953, respectively | 1,856 | 2,064 |
Fair value of derivatives | 30,254 | 56,373 |
Other assets | 10,109 | 11,047 |
Investments in equity method investees | 633 | 646 |
Total assets | 1,400,934 | 1,613,120 |
Current liabilities: | ||
Accounts payable | 3,722 | 13,581 |
Accrued oil and natural gas liabilities | 55,086 | 50,573 |
Fair value of derivatives | 3,047 | 2,019 |
Asset retirement obligation | 3,496 | 3,496 |
Other | 7,594 | 11,424 |
Total current liabilities | 72,945 | 81,093 |
Long-term debt | 1,173,009 | 1,427,614 |
Asset retirement obligation | 266,427 | 282,909 |
Fair value of derivatives | 3,469 | 0 |
Other long-term liabilities | 1,195 | 1,181 |
Total liabilities | 1,517,045 | 1,792,797 |
Commitments and contingencies | ||
Partners' equity | ||
Limited partners' deficit - 72,055,697 and 68,949,961 units issued and outstanding at June 30, 2016 and December 31, 2015, respectively | (376,260) | (439,811) |
General partner's deficit (approximately 0.03%) | (118) | (133) |
Total partners' deficit | (116,111) | (179,677) |
Total liabilities and partners' deficit | 1,400,934 | 1,613,120 |
Incentive distribution equity - 100,000 units issued and outstanding at June 30, 2016 and December 31, 2015 | ||
Partners' equity | ||
Incentive distribution equity - 100,000 units issued and outstanding at June 30, 2016 and December 31, 2015 | 30,814 | 30,814 |
Series A Preferred equity - 2,300,000 units issued and outstanding at June 30, 2016 and December 31, 2015 | ||
Partners' equity | ||
Preferred equity | 55,192 | 55,192 |
Series B Preferred equity - 7,200,000 units issued and outstanding at June 30, 2016 and December 31, 2015 | ||
Partners' equity | ||
Preferred equity | $ 174,261 | $ 174,261 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Other property and equipment, accumulated depreciation and amortization | $ 9,754 | $ 8,915 |
Operating rights, amortization | $ 5,161 | $ 4,953 |
Limited partners' equity, units issued (in shares) | 72,055,697 | 68,949,961 |
Limited partners' equity, units outstanding (in shares) | 72,055,697 | 68,949,961 |
General partner's equity, percent | 0.03% | 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 Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Oil sales | $ 41,272 | $ 59,113 | $ 71,592 | $ 109,409 |
Natural gas liquids (NGL) sales | 3,922 | 5,729 | 6,375 | 9,921 |
Natural gas sales | 28,173 | 22,959 | 61,259 | 50,010 |
Total revenues | 73,367 | 87,801 | 139,226 | 169,340 |
Expenses: | ||||
Oil and natural gas production | 44,561 | 45,220 | 94,584 | 94,440 |
Production and other taxes | 3,390 | 3,986 | 5,963 | 8,204 |
General and administrative | 10,993 | 10,390 | 20,427 | 19,259 |
Depletion, depreciation, amortization and accretion | 37,668 | 36,197 | 74,627 | 77,265 |
Impairment of long-lived assets | 0 | 0 | 15,447 | 209,402 |
(Gain) loss on disposal of assets | (9,141) | (934) | (40,842) | 1,007 |
Total expenses | 87,471 | 94,859 | 170,206 | 409,577 |
Operating loss | (14,104) | (7,058) | (30,980) | (240,237) |
Other income (expense): | ||||
Interest income | 16 | 176 | 54 | 382 |
Interest expense | (20,302) | (17,760) | (45,478) | (35,552) |
Gain on extinguishment of debt | 19,998 | 0 | 150,802 | 0 |
Equity in income (loss) of equity method investees | (9) | 24 | (14) | 103 |
Net gains (losses) on commodity derivatives | (37,675) | (13,497) | (20,637) | 6,983 |
Other | (98) | 97 | (192) | 702 |
Income (loss) before income taxes | (52,174) | (38,018) | 53,555 | (267,619) |
Income tax (expense) benefit | (87) | (456) | (487) | 291 |
Net income (loss) | (52,261) | (38,474) | 53,068 | (267,328) |
Distributions to preferred unitholders | (4,750) | (4,750) | (8,708) | (9,500) |
Net income (loss) attributable to unitholders | $ (57,011) | $ (43,224) | $ 44,360 | $ (276,828) |
Income (loss) per unit - basic & diluted (in dollars per share) | $ (0.81) | $ (0.63) | $ 0.64 | $ (4.02) |
Weighted average number of units used in computing net income (loss) per unit - | ||||
Basic and diluted (in shares) | 70,071 | 68,897 | 69,518 | 68,909 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Partners' Equity (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Preferred EquitySeries A Preferred Equity | Preferred EquitySeries B Preferred Equity | Incentive Distribution Equity | Unitholders' EquityLimited Partner | Unitholders' EquityGeneral Partner |
Unitholders equity, beginning balance (in units) at Dec. 31, 2015 | 2,300 | 7,200 | 100 | 68,950 | ||
Unitholders equity, beginning balance at Dec. 31, 2015 | $ (179,677) | $ 55,192 | $ 174,261 | $ 30,814 | $ (439,811) | $ (133) |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Units issued to Legacy Board of Directors for services | 614 | $ 614 | ||||
Units issued to Legacy Board of Directors for services (in units) | 237 | |||||
Unit-based compensation | 3,275 | $ 3,275 | ||||
Vesting of restricted and phantom units (in units) | 150 | |||||
Units issued in exchange for retirement of debt (in units) | 2,719 | |||||
Units issued in exchange for Senior Notes | 6,609 | $ 6,609 | ||||
Net income | 53,068 | $ 53,053 | 15 | |||
Unitholders equity, ending balance (in units) at Jun. 30, 2016 | 2,300 | 7,200 | 100 | 72,056 | ||
Unitholders equity, ending balance at Jun. 30, 2016 | $ (116,111) | $ 55,192 | $ 174,261 | $ 30,814 | $ (376,260) | $ (118) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 53,068 | $ (267,328) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depletion, depreciation, amortization and accretion | 74,627 | 77,265 |
Amortization of debt discount and issuance costs | 6,975 | 2,680 |
Gain on extinguishment of debt | (150,802) | 0 |
Impairment of long-lived assets | 15,447 | 209,402 |
(Gain) loss on derivatives | 26,269 | (8,078) |
Equity in (income) loss of equity method investees | 14 | (103) |
Distribution from equity method investee | 0 | 191 |
Unit-based compensation | 4,003 | 3,174 |
(Gain) loss on disposal of assets | (40,842) | 1,007 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable, oil and natural gas | (1,634) | 8,155 |
Decrease in accounts receivable, joint interest owners | 11,626 | 3,811 |
(Increase) decrease in accounts receivable, other | 84 | (17) |
Increase in other assets | (2,452) | (241) |
Decrease in accounts payable | (9,859) | (1,368) |
Increase (decrease) in accrued oil and natural gas liabilities | 4,513 | (23,948) |
Decrease in other liabilities | (5,663) | (4,396) |
Total adjustments | (67,694) | 267,534 |
Net cash provided by (used in) operating activities | (14,626) | 206 |
Cash flows from investing activities: | ||
Investment in oil and natural gas properties | (14,103) | (23,704) |
Proceeds from sale of assets | 87,475 | 740 |
Investment in other equipment | (312) | (181) |
Net cash settlements received on commodity derivatives | 44,871 | 77,526 |
Net cash provided by investing activities | 117,931 | 54,381 |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 81,000 | 155,000 |
Payments of long-term debt | (181,402) | (129,000) |
Payments of debt issuance costs | (3,769) | (1,475) |
Proceeds from the issuance of units, net | 0 | (71) |
Distributions to unitholders | 0 | (76,105) |
Net cash used in financing activities | (104,171) | (51,651) |
Net increase (decrease) in cash and cash equivalents | (866) | 2,936 |
Cash, beginning of period | 2,006 | 725 |
Cash, end of period | 1,140 | 3,661 |
Non-cash investing and financing activities: | ||
Asset retirement obligations associated with properties sold | (21,664) | (4,553) |
Asset retirement obligations associated with property acquisitions | 0 | 18,756 |
Units acquired in exchange for equity method investee interest | 0 | 1,349 |
Units issued in exchange for outstanding Senior Notes | $ (6,607) | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 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, 2015 . 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), East Texas, 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 June 30, 2016 and December 31, 2015 : June 30, December 31, (In thousands) Revenue payable to joint interest owners $ 23,493 $ 15,253 Accrued lease operating expense 15,070 19,007 Accrued capital expenditures 2,180 2,881 Accrued ad valorem tax 9,137 8,723 Other 5,206 4,709 $ 55,086 $ 50,573 (c) Restricted Cash Restricted cash on our Balance Sheet as of June 30, 2016 is recorded as $2.9 million in the "Prepaid expenses and other current assets" line. The restricted cash amounts represent various deposits to secure the performance of contracts, surety bonds and other obligations incurred in the ordinary course of business. There was no restricted cash recorded at December 31, 2015. (d) Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-02, "Leases" ("ASU 2016-02"). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of ASU 2016-02 on our consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern" (“ASU 2014-15”). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the provisions of ASU 2014-15 and do not anticipate any impact on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers" ("ASU 2015-14"), which approved a one-year delay of the standard's effective date. In accordance with ASU 2015-14, the standard is now effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and do not anticipate the standard will have a material impact on our consolidated financial statements. (e) Prior Year Financial Statement Presentation Certain prior year balances have been reclassified to conform to the current year presentation of balances as stated in this quarterly report on Form 10-Q. Please read Note 2—Long-Term Debt for further discussion regarding this reclassification. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, 2016 2015 (In thousands) Credit Facility due 2019 $ 533,000 $ 608,000 8% Senior Notes due 2020 232,989 300,000 6.625% Senior Notes due 2021 432,656 550,000 1,198,645 1,458,000 Unamortized discount on Senior Notes (12,916 ) (17,604 ) Unamortized debt issuance costs (a) (12,720 ) (12,782 ) Total Long-Term Debt $ 1,173,009 $ 1,427,614 _______________ (a) In order to comply with Accounting Standards Update No. 2015-03, unamortized debt issuance costs are now recorded as a direct deduction from the carrying amount of debt. As such, debt issuance costs have been reclassified from other assets to long-term debt on a retrospective basis. This reclassification had no impact on historical income from continuing operations or retained earnings. Credit Facility 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 90% 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 $630 million . The borrowing base is subject to semi-annual redeterminations on or about April 1 and October 1 of each year with the next redetermination scheduled for October 2016. 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. Our Current Credit Agreement also contains covenants that, among other things, require us to maintain specified ratios or conditions as follows: • first lien debt to EBITDA for the four fiscal quarters ending on last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available to be less than: (i) 3.50 to 1.00, at any time during the period from and including February 19, 2016 through December 31, 2016, (ii) 3.25 to 1.00, at any time during the fiscal quarter ending March 31, 2017, (iii) 3.00 to 1.00, at any time during the fiscal quarter ending June 30, 2017 and (iv) 2.50 to 1.00, at any time on or after July 1, 2017; • 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 (i) 2.50 to 1.00 for the fiscal quarters ending December 31, 2015 and March 31, 2016, (ii) 2.00 to 1.00 for the fiscal quarters ending June 30, 2016, September 30, 2016, December 31, 2016, March 31, 2017 and June 30, 2017 and (iii) 2.50 to 1.00 for each fiscal quarter ending on or after September 30, 2017; and • 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 ASC 815, which includes the current portion of oil, natural gas and interest rate derivatives. As of June 30, 2016 , Legacy was in compliance with all financial and other covenants of the Current Credit Agreement. Depending on oil and natural gas prices in 2016, Legacy could breach certain financial covenants under its revolving credit facility, which would constitute a default under its revolving credit facility. Such default, if not remedied, would require a waiver from Legacy's lenders in order for it to avoid an event of default and subsequent acceleration of all amounts outstanding under its revolving credit facility and potential foreclosure on its oil and natural gas properties. If the lenders under Legacy's revolving credit facility were to accelerate the indebtedness under its revolving credit facility as a result of a default, such acceleration could cause a cross-default of all of its other outstanding indebtedness, including its 8% Senior Notes due 2020 (the "2020 Senior Notes") and its 6.625% Senior Notes due 2021 (the "2021 Senior Notes" and, together with the 2020 Senior Notes, the “Senior Notes”), and permit the holders of such indebtedness to accelerate the maturities of such indebtedness. While no assurances can be made that, in the event of a covenant breach, such a waiver will be granted, Legacy believes the long-term global outlook for commodity prices and its efforts to date, which include the suspension of distributions to its unitholders and holders of both its 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the "Series A Preferred Units") and its 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the "Series B Preferred Units" and, together with the Series A Preferred Units, the “Preferred Units”), as well as asset sales completed as of the date of this filing, will be viewed positively by its lenders. As of June 30, 2016 , Legacy had approximately $533.0 million drawn under the Current Credit Agreement at a weighted-average interest rate of 3.22% , leaving approximately $95.6 million of availability under the Current Credit Agreement. For the six -month period ended June 30, 2016 , Legacy paid in cash $9.3 million of interest expense on 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 its 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 104.000 % 2017 102.000 % 2018 and thereafter 100.000 % 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. 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., Legacy Reserves Energy Services LLC, Dew Gathering LLC and Pinnacle Gas Treating LLC, 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. However, if the lenders under Legacy's Current Credit Agreement were to accelerate the indebtedness under Legacy's Current Credit Agreement as a result of a default, such acceleration could cause a cross-default of all of the 2020 Senior Notes and permit the holders of such notes to accelerate the maturities of such indebtedness. Interest is payable on June 1 and December 1 of each year. During the six months ended June 30, 2016 , Legacy repurchased a face amount of $52.0 million of its 2020 Senior Notes on the open market. Legacy treated these repurchases as an extinguishment of debt. Accordingly, Legacy recognized a gain for the difference between (1) the face amount of the 2020 Senior Notes repurchased net of the unamortized portion of both the original issuer's discount and issuance costs and (2) the repurchase price. On June 1, 2016, Legacy exchanged 2,719,124 units representing limited partner interests in the Partnership for $15.0 million of face amount of its outstanding 2020 Senior Notes. Legacy treated this exchange as an extinguishment of debt. Accordingly, Legacy recognized a gain for the difference between (1) the face amount of the 2020 Senior Notes repurchased net of the unamortized portion of both the original issuer's discount and issuance costs and (2) the fair value of the units issued in the exchange based on the closing price on June 1, 2016. 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 its 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, which were subsequently registered through a public exchange offer that closed on February 10, 2015. 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 100.000 % 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. However, if the lenders under Legacy's Current Credit Agreement were to accelerate the indebtedness under Legacy's Current Credit Agreement as a result of a default, such acceleration could cause a cross-default of all of the 2021 Senior Notes and permit the holders of such notes to accelerate the maturities of such indebtedness. Interest is payable on June 1 and December 1 of each year. During the six months ended June 30, 2016 , Legacy repurchased a face amount of $117.3 million of its 2021 Senior Notes on the open market. Legacy treated these repurchases as an extinguishment of debt. Accordingly, Legacy recognized a gain for the difference between (1) the face amount of the 2021 Senior Notes repurchased net of the unamortized portion of both the original issuer's discount and issuance costs and (2) the repurchase price. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On July 31, 2015, Legacy purchased (1) 100% of the issued and outstanding limited liability company membership interests in Dew Gathering LLC, which owns directly and indirectly natural gas gathering and processing assets in Anderson, Freestone, Houston, Leon, Limestone and Robertson Counties, Texas (the "WGR Acquisition") from WGR Operating LP ("WGR") for a net purchase price of $96.7 million , and (2) various oil and natural gas properties and associated exploration and production assets (the "Anadarko E&P Acquisition," together with the WGR Acquisition, the "Anadarko Acquisitions") from Anadarko E&P Onshore LLC ("Anadarko") for a net purchase price of $337.2 million . The Anadarko Acquisitions were accounted for as a business combination. The allocation of the Anadarko Acquisitions 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 $ 461,306 Future abandonment costs (27,351 ) Fair value of net assets acquired $ 433,955 Pro Forma Operating Results The following table reflects the unaudited pro forma results of operations as though the Anadarko Acquisitions had occurred on January 1, 2014. 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 June 30, Six Months Ended June 30, 2015 2015 Revenues $ 119,416 $ 233,877 Net loss attributable to unitholders $ (29,151 ) $ (247,638 ) Loss per unit — basic and diluted $ (0.42 ) $ (3.59 ) Units used in computing loss per unit: Basic and diluted 68,897 68,909 The amounts of revenues and revenues in excess of direct operating expenses included in our consolidated statements of operations for the Anadarko Acquisitions are shown in the table that follows. Direct operating expenses include lease operating expenses and production and other taxes. Three Months Ended June 30, Six Months Ended June 30, 2016 2016 (In thousands) Anadarko Acquisitions Revenues $ 10,387 $ 21,865 Excess of revenues over direct operating expenses $ 4,362 $ 8,518 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Blue Quail Energy Services, LLC (“Blue Quail”), a company specializing in water transfer services, is an affiliate of Moriah Energy Services LLC, an entity which Cary D. Brown and Dale A. Brown, both directors of Legacy, are principals. Legacy has contracted with Blue Quail to provide water transfer services and paid $82,587 and $93,193 in the six month periods ended June 30, 2016 and June 30, 2015 , respectively, to Blue Quail for such services. Blue Quail charged Legacy prices consistent with that of other vendors for services rendered. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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 CO 2 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 June 30, 2016 , we estimate the value of our total future obligation through the term of the agreement to be approximately $50.5 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 : Fair Value Measurements at June 30, 2016 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) June 30, 2016 (In thousands) LTIP liability (a) $ — $ (113 ) $ — $ (113 ) Oil and natural gas derivatives — 54,210 (1,290 ) 52,920 Interest rate swaps — (5,994 ) — (5,994 ) Total $ — $ 48,103 $ (1,290 ) $ 46,813 (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 London interbank offered rates ("LIBOR") and interest rate swaps. Due to the lack of an active market for periods beyond one-month from the balance sheet date for its oil price differential swaps, Legacy has reviewed historical differential prices and known economic influences to estimate a reasonable forward curve of future pricing scenarios based upon these factors. 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 Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Beginning balance $ (2,828 ) $ (2,485 ) $ (4,493 ) $ 555 Total gains (losses) 888 (3,275 ) 899 (6,632 ) Settlements, net 650 949 2,304 1,266 Ending balance $ (1,290 ) $ (4,811 ) $ (1,290 ) $ (4,811 ) Gains (losses) included in earnings relating to derivatives still held as of June 30, 2016 and 2015 $ 581 $ (3,492 ) $ 978 $ (4,811 ) 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 Legacy's consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on Legacy's 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. Nonrecurring fair value measurements of proved oil and natural gas properties during the six -month period ended June 30, 2016 consist of: Fair Value Measurements During the Six Months Ended June 30, 2016 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) $ — $ — $ 19,783 (a) Legacy periodically reviews oil and natural gas properties for impairment when facts and circumstances indicate that their carrying value may not be recoverable. During the six -month period ended June 30, 2016 , Legacy incurred impairment charges of $15.4 million as oil and natural gas properties with a net cost basis of $35.2 million were written down to their fair value of $19.8 million . In order to determine whether the carrying value of an asset is 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. 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. The carrying amount of the revolving long-term debt of $533 million as of June 30, 2016 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 June 30, 2016 , the fair values of the 2020 Senior Notes and the 2021 Senior Notes were $111.6 million and $182.8 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 Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
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, all 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 and six months ended June 30, 2016 and 2015 : Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Beginning fair value of commodity derivatives $ 112,688 $ 133,242 $ 118,427 $ 153,099 Total gain (loss) - oil derivatives (5,411 ) (12,649 ) (2,892 ) 945 Total gain (loss) - natural gas derivatives (32,264 ) (848 ) (17,745 ) 6,038 Crude oil derivative cash settlements received (9,760 ) (27,364 ) (22,345 ) (59,564 ) Natural gas derivative cash settlements received (12,333 ) (9,825 ) (22,525 ) (17,962 ) Ending fair value of commodity derivatives $ 52,920 $ 82,556 $ 52,920 $ 82,556 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): June 30, 2016 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 $ 85,562 $ (32,120 ) $ 53,442 Total derivative assets $ 85,562 $ (32,120 ) $ 53,442 Offsetting Derivative Liabilities: Commodity derivatives $ (32,642 ) $ 32,120 $ (522 ) Interest rate derivatives (5,994 ) — (5,994 ) Total derivative liabilities $ (38,636 ) $ 32,120 $ (6,516 ) December 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 $ 177,082 $ (58,655 ) $ 118,427 Interest rate derivatives 1,982 (325 ) 1,657 Total derivative assets $ 179,064 $ (58,980 ) $ 120,084 Offsetting Derivative Liabilities: Commodity derivatives $ (58,655 ) $ 58,655 $ — Interest rate derivatives (2,344 ) 325 (2,019 ) Total derivative liabilities $ (60,999 ) $ 58,980 $ (2,019 ) As of June 30, 2016 , 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 Price Time Period Volumes (Bbls) Price per Bbl Range per Bbl July-December 2016 1,002,800 $55.24 $50.15 - $91.00 2017 182,500 $84.75 $84.75 As of June 30, 2016 , 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 Price Time Period Volumes (Bbls) Price per Bbl Range per Bbl July-December 2016 1,472,000 $(1.60) $(1.50) - $(1.75) 2017 2,190,000 $(0.30) $(0.05) - $(0.75) As of June 30, 2016 , Legacy had the following NYMEX WTI crude oil derivative three-way collar contracts that combine a long and short put with 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 July-December 2016 230,000 $60.00 $85.00 $102.46 2017 72,400 $60.00 $85.00 $104.20 As of June 30, 2016 , Legacy had the following NYMEX WTI crude oil enhanced swap contracts that combine a short put and long put with 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 July-December 2016 92,000 $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 June 30, 2016 , Legacy had the following NYMEX Henry Hub and West Texas Waha 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 July-December 2016 24,973,600 $3.01 $2.42 - $5.30 2017 27,600,000 $3.36 $3.29 - $3.39 2018 27,600,000 $3.36 $3.29 - $3.39 2019 25,800,000 $3.36 $3.29 - $3.39 As of June 30, 2016 , 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 July-December 2016 2,790,000 $3.75 $4.25 $5.08 2017 5,040,000 $3.75 $4.25 $5.53 As of June 30, 2016 , Legacy had the following Henry Hub NYMEX to Northwest Pipeline, California SoCal NGI and San Juan Basin 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: July-December 2016 2017 Average Average Volumes (MMBtu) Price per MMBtu Volumes (MMBtu) Price per MMBtu NWPL 7,529,832 $(0.19) 7,300,000 $(0.16) SoCal — $— 2,500,250 $0.11 San Juan 1,256,720 $(0.16) 2,500,250 $(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 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 Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Beginning fair value of interest rate swaps $ (4,695 ) $ (1,540 ) $ (362 ) $ (2,080 ) Total loss on interest rate swaps (1,977 ) (143 ) (7,049 ) (291 ) Cash settlements paid 678 698 1,417 1,386 Ending fair value of interest rate swaps $ (5,994 ) $ (985 ) $ (5,994 ) $ (985 ) The table below summarizes the interest rate swap position as of June 30, 2016 : Weighted Average Estimated Fair Value at Notional Amount Fixed Rate Effective Date Maturity Date June 30, 2016 (Dollars in thousands) $ 115,000 0.850 % 9/1/2015 9/1/2017 $ (1,588 ) $ 235,000 1.363 % 9/1/2015 9/1/2019 (4,406 ) Total fair value of interest rate derivatives $ (5,994 ) |
Asset Retirement Obligation
Asset Retirement Obligation | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 and year ended December 31, 2015 : June 30, December 31, (In thousands) Asset retirement obligation - beginning of period $ 286,405 $ 226,525 Liabilities incurred with properties acquired — 60,526 Liabilities incurred with properties drilled — 92 Liabilities settled during the period (1,172 ) (2,615 ) Liabilities associated with properties sold (21,664 ) (9,386 ) Current period accretion 6,354 11,263 Asset retirement obligation - end of period $ 269,923 $ 286,405 |
Partners' Equity
Partners' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Partners' Equity | Partners' Equity Preferred Units On April 17, 2014, Legacy issued 2,000,000 of its 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 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 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. On January 21, 2016, Legacy announced that its general partner suspended monthly cash distributions for both its Series A Preferred Units and its Series B Preferred Units. As of June 30, 2016 , $0.92 of distributions per unit were in arrears, representing a total cumulative arrearage of approximately $8.7 million . Incentive Distribution Units On June 4, 2014, Legacy issued 300,000 Incentive Distribution Units representing limited partner interests in the Partnership (the "Incentive Distribution Units") to WPX Energy Rocky Mountain, LLC (“WPX”) as part of Legacy’s purchase of a non-operated interest in oil and natural gas properties located in the Piceance Basin in Garfield County, Colorado from WPX on June 4, 2014 (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. Effective January 1, 2016, WPX assigned its vested and unvested IDUs to WPX Energy Holdings, LLC ("WPX Holdings"), a controlled affiliate of WPX Energy, Inc. 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. 66,666 Unvested IDUs were forfeited on each of June 4, 2015 and June 4, 2016. In addition, the vested and outstanding Incentive Distribution Units held by WPX Holdings 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 Holdings also has the ability to similarly convert any of its vested Incentive Distribution Units beginning three years after June 4, 2014. WPX Holdings may not transfer any of the Incentive Distribution Units it holds to any person that is not a controlled affiliate of WPX Energy, Inc. Income (loss) per unit The following table sets forth the computation of basic and diluted loss per unit: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Net income (loss) $ (52,261 ) $ (38,474 ) $ 53,068 $ (267,328 ) Distributions to preferred unitholders (4,750 ) (4,750 ) (8,708 ) (9,500 ) Net loss available to unitholders (57,011 ) (43,224 ) 44,360 (276,828 ) Weighted average number of units outstanding 70,071 68,897 69,518 68,909 Effect of dilutive securities: Restricted and phantom units — — — — Weighted average units and potential units outstanding 70,071 68,897 69,518 68,909 Basic and diluted income (loss) per unit $ (0.81 ) $ (0.63 ) $ 0.64 $ (4.02 ) For the three and six months ended June 30, 2016 , 431,691 restricted units and 1,212,692 phantom units were excluded from the calculation of diluted income per unit due to their anti-dilutive effect. For the three and six months ended June 30, 2015 , 508,830 restricted units and 862,064 phantom units were excluded from the calculation of diluted income per unit due to their anti-dilutive effect. |
Unit-Based Compensation
Unit-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
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. On June 12, 2015, the unitholders of Legacy approved an amendment to the LTIP to provide for an increase in the number of units available for issuance from 2,000,000 to 5,000,000 . The awards under the LTIP may include unit grants, restricted units, phantom units, unit options and unit appreciation rights ("UARs"). As of June 30, 2016 , grants of awards net of forfeitures and, in the case of phantom units, historical exercises covering 2,797,391 units had been made, comprised of 266,014 unit option awards, 885,001 restricted unit awards, 1,212,692 phantom unit awards and 433,684 unit awards. The UAR awards and certain phantom unit 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. Because the UARs are settled in cash, Legacy accounts for them 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 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, 2015 , Legacy issued 204,500 UARs to employees which vest ratably over a three -year period and 96,520 UARs to employees which vest at the end of a three -year period. Legacy did not issue UARs to employees during the six -month period ended June 30, 2016 . All UARs granted in 2015 expire seven years from the grant date and are exercisable when they vest. For the six -month periods ended June 30, 2016 and 2015 , Legacy recorded $112,100 and $16,359 , respectively, of compensation expense due to the change in liability from December 31, 2015 and 2014 , respectively, based on its use of the Black-Scholes model to estimate the June 30, 2016 and 2015 fair value of these UARs (see Note 6). As of June 30, 2016 , there was a total of approximately $104,048 of unrecognized compensation costs related to the unexercised and non-vested portion of these UARs. At June 30, 2016 , this cost was expected to be recognized over a weighted-average period of approximately 2.07 years. Compensation expense is based upon the fair value as of June 30, 2016 and is recognized as a percentage of the service period satisfied. Based on historical data, Legacy has assumed a volatility factor of approximately 81% and employed the Black-Scholes model to estimate the June 30, 2016 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 5.3% . Legacy will adjust the estimated forfeiture rate based upon actual experience. Legacy has assumed no annual distribution. A summary of UAR activity for the six months ended June 30, 2016 is as follows: Units Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2016 936,116 $ 20.61 4.91 $ — Forfeited (20,667 ) 20.71 Outstanding at June 30, 2016 915,449 $ 20.61 4.40 $ — UARs and unit options exercisable at June 30, 2016 450,456 $ 25.84 2.55 $ — The following table summarizes the status of Legacy’s non-vested UARs since January 1, 2016 : Non-Vested UARs Number of Units Weighted-Average Exercise Price Non-vested at January 1, 2016 566,067 $ 16.80 Vested (80,407 ) 23.07 Forfeited (20,667 ) 20.71 Non-vested at March 31, 2016 464,993 $ 15.54 Legacy has used a weighted-average risk-free interest rate of 0.9% in its Black-Scholes calculation of fair value, which approximates the U.S. Treasury interest rates at June 30, 2016 whose terms are consistent with the expected life of the UARs. Expected life represents the period of time that UARs 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. Six Months Ended June 30, Expected life (years) 4.40 Risk free interest rate 0.9 % Annual distribution rate per unit $0.00 Volatility 81.4 % Phantom Units Legacy has also issued phantom units under the LTIP to executive officers. A phantom unit is a notional unit that entitles the holder, upon vesting, to receive either one Partnership unit for each phantom unit or the cash equivalent of a Partnership unit, as stipulated by the form of the grant. Legacy is accounting for the phantom units settled in Partnership units by utilizing the equity method. Legacy is accounting for the phantom units settled in cash by utilizing the liability 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 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. On June 22, 2016 , the Compensation Committee approved with respect to Paul Horne, and the board of directors of LRGPLLC approved the recommendation of the Compensation Committee with respect to the other executive officers the award of a maximum of 391,674 subjective, or service-based, phantom units that, upon vesting, settle in Partnership units, a maximum of 1,286,930 subjective phantom units that, upon vesting, settle in cash and a maximum of 2,238,138 objective, or performance-based, phantom units that, upon vesting, settle in cash to our executive officers. Compensation expense related to the phantom units was $1.8 million and $1.4 million for the six months ended June 30, 2016 and 2015 , respectively. Restricted Units During the year ended December 31, 2015 , Legacy issued an aggregate of 381,860 restricted units to both non-executive employees and an executive employee. The restricted units awarded to non-executive employees vest ratably over a three -year period beginning at the date of grant. The restricted units granted to the executive employee vest ratably over a three -year period for a portion of the restricted units, with the remainder vesting in full at the end of a five -year period. During the six -month period ended June 30, 2016 , Legacy did not issue restricted units to any employees. Compensation expense related to restricted units was $1.6 million and $1.2 million for the six months ended June 30, 2016 and 2015 , respectively. As of June 30, 2016 , there was a total of $3.2 million of unrecognized compensation expense related to the unvested portion of these restricted units. At June 30, 2016 , this cost was expected to be recognized over a weighted-average period of 2.0 years. Pursuant to the provisions of ASC 718, Legacy’s issued units, as reflected in the accompanying consolidated balance sheet at June 30, 2016 , do not include 431,691 units related to unvested restricted unit awards. Board Units On June 15, 2015, Legacy granted and issued 11,025 units to each of its six non-employee directors. The value of each unit was $9.13 at the time of issuance. On May 10, 2016, Legacy granted and issued 39,526 units to each of its six non-employee directors. The value of each unit was $2.59 at the time of issuance. |
Subsidiary Guarantors
Subsidiary Guarantors | 6 Months Ended |
Jun. 30, 2016 | |
Guarantees [Abstract] | |
Subsidiary Guarantors | Subsidiary Guarantors On April 2, 2014, Legacy 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, Legacy's 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 Legacy's 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 Legacy's 100% owned subsidiaries Legacy Reserves Operating GP LLC, Legacy Reserves Operating LP, Legacy Reserves Services, Inc., Legacy Reserves Energy Services LLC, Dew Gathering LLC and Pinnacle Gas Treating LLC, which constitute all of Legacy's 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, directly or indirectly, 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. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 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, 2015 . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-02, "Leases" ("ASU 2016-02"). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of ASU 2016-02 on our consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern" (“ASU 2014-15”). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the provisions of ASU 2014-15 and do not anticipate any impact on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers" ("ASU 2015-14"), which approved a one-year delay of the standard's effective date. In accordance with ASU 2015-14, the standard is now effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and do not anticipate the standard will have a material impact on our consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015 : June 30, December 31, (In thousands) Revenue payable to joint interest owners $ 23,493 $ 15,253 Accrued lease operating expense 15,070 19,007 Accrued capital expenditures 2,180 2,881 Accrued ad valorem tax 9,137 8,723 Other 5,206 4,709 $ 55,086 $ 50,573 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consists of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, 2016 2015 (In thousands) Credit Facility due 2019 $ 533,000 $ 608,000 8% Senior Notes due 2020 232,989 300,000 6.625% Senior Notes due 2021 432,656 550,000 1,198,645 1,458,000 Unamortized discount on Senior Notes (12,916 ) (17,604 ) Unamortized debt issuance costs (a) (12,720 ) (12,782 ) Total Long-Term Debt $ 1,173,009 $ 1,427,614 _______________ (a) In order to comply with Accounting Standards Update No. 2015-03, unamortized debt issuance costs are now recorded as a direct deduction from the carrying amount of debt. As such, debt issuance costs have been reclassified from other assets to long-term debt on a retrospective basis. This reclassification had no impact on historical income from continuing operations or retained earnings. |
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 104.000 % 2017 102.000 % 2018 and thereafter 100.000 % 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 100.000 % |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 Anadarko Acquisitions 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 $ 461,306 Future abandonment costs (27,351 ) Fair value of net assets acquired $ 433,955 |
Schedule of unaudited pro forma results of operations | The following table reflects the unaudited pro forma results of operations as though the Anadarko Acquisitions had occurred on January 1, 2014. 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 June 30, Six Months Ended June 30, 2015 2015 Revenues $ 119,416 $ 233,877 Net loss attributable to unitholders $ (29,151 ) $ (247,638 ) Loss per unit — basic and diluted $ (0.42 ) $ (3.59 ) Units used in computing loss per unit: Basic and diluted 68,897 68,909 |
Schedule of revenues and revenues in excess of direct operating expenses | The amounts of revenues and revenues in excess of direct operating expenses included in our consolidated statements of operations for the Anadarko Acquisitions are shown in the table that follows. Direct operating expenses include lease operating expenses and production and other taxes. Three Months Ended June 30, Six Months Ended June 30, 2016 2016 (In thousands) Anadarko Acquisitions Revenues $ 10,387 $ 21,865 Excess of revenues over direct operating expenses $ 4,362 $ 8,518 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 : Fair Value Measurements at June 30, 2016 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) June 30, 2016 (In thousands) LTIP liability (a) $ — $ (113 ) $ — $ (113 ) Oil and natural gas derivatives — 54,210 (1,290 ) 52,920 Interest rate swaps — (5,994 ) — (5,994 ) Total $ — $ 48,103 $ (1,290 ) $ 46,813 (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 Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Beginning balance $ (2,828 ) $ (2,485 ) $ (4,493 ) $ 555 Total gains (losses) 888 (3,275 ) 899 (6,632 ) Settlements, net 650 949 2,304 1,266 Ending balance $ (1,290 ) $ (4,811 ) $ (1,290 ) $ (4,811 ) Gains (losses) included in earnings relating to derivatives still held as of June 30, 2016 and 2015 $ 581 $ (3,492 ) $ 978 $ (4,811 ) |
Schedule of fair value measurements of proved oil and natural gas properties | six -month period ended June 30, 2016 consist of: Fair Value Measurements During the Six Months Ended June 30, 2016 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) $ — $ — $ 19,783 (a) Legacy periodically reviews oil and natural gas properties for impairment when facts and circumstances indicate that their carrying value may not be recoverable. During the six -month period ended June 30, 2016 , Legacy incurred impairment charges of $15.4 million as oil and natural gas properties with a net cost basis of $35.2 million were written down to their fair value of $19.8 million . In order to determine whether the carrying value of an asset is 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. 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. |
Derivative Financial Instrume23
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 and six months ended June 30, 2016 and 2015 : Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Beginning fair value of commodity derivatives $ 112,688 $ 133,242 $ 118,427 $ 153,099 Total gain (loss) - oil derivatives (5,411 ) (12,649 ) (2,892 ) 945 Total gain (loss) - natural gas derivatives (32,264 ) (848 ) (17,745 ) 6,038 Crude oil derivative cash settlements received (9,760 ) (27,364 ) (22,345 ) (59,564 ) Natural gas derivative cash settlements received (12,333 ) (9,825 ) (22,525 ) (17,962 ) Ending fair value of commodity derivatives $ 52,920 $ 82,556 $ 52,920 $ 82,556 |
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): June 30, 2016 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 $ 85,562 $ (32,120 ) $ 53,442 Total derivative assets $ 85,562 $ (32,120 ) $ 53,442 Offsetting Derivative Liabilities: Commodity derivatives $ (32,642 ) $ 32,120 $ (522 ) Interest rate derivatives (5,994 ) — (5,994 ) Total derivative liabilities $ (38,636 ) $ 32,120 $ (6,516 ) December 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 $ 177,082 $ (58,655 ) $ 118,427 Interest rate derivatives 1,982 (325 ) 1,657 Total derivative assets $ 179,064 $ (58,980 ) $ 120,084 Offsetting Derivative Liabilities: Commodity derivatives $ (58,655 ) $ 58,655 $ — Interest rate derivatives (2,344 ) 325 (2,019 ) Total derivative liabilities $ (60,999 ) $ 58,980 $ (2,019 ) |
Schedule of notional amounts of outstanding derivative positions | As of June 30, 2016 , 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 Price Time Period Volumes (Bbls) Price per Bbl Range per Bbl July-December 2016 1,002,800 $55.24 $50.15 - $91.00 2017 182,500 $84.75 $84.75 As of June 30, 2016 , 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 Price Time Period Volumes (Bbls) Price per Bbl Range per Bbl July-December 2016 1,472,000 $(1.60) $(1.50) - $(1.75) 2017 2,190,000 $(0.30) $(0.05) - $(0.75) As of June 30, 2016 , Legacy had the following NYMEX WTI crude oil derivative three-way collar contracts that combine a long and short put with 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 July-December 2016 230,000 $60.00 $85.00 $102.46 2017 72,400 $60.00 $85.00 $104.20 As of June 30, 2016 , Legacy had the following NYMEX WTI crude oil enhanced swap contracts that combine a short put and long put with 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 July-December 2016 92,000 $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 June 30, 2016 , Legacy had the following NYMEX Henry Hub and West Texas Waha 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 July-December 2016 24,973,600 $3.01 $2.42 - $5.30 2017 27,600,000 $3.36 $3.29 - $3.39 2018 27,600,000 $3.36 $3.29 - $3.39 2019 25,800,000 $3.36 $3.29 - $3.39 As of June 30, 2016 , 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 July-December 2016 2,790,000 $3.75 $4.25 $5.08 2017 5,040,000 $3.75 $4.25 $5.53 As of June 30, 2016 , Legacy had the following Henry Hub NYMEX to Northwest Pipeline, California SoCal NGI and San Juan Basin 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: July-December 2016 2017 Average Average Volumes (MMBtu) Price per MMBtu Volumes (MMBtu) Price per MMBtu NWPL 7,529,832 $(0.19) 7,300,000 $(0.16) SoCal — $— 2,500,250 $0.11 San Juan 1,256,720 $(0.16) 2,500,250 $(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 Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Beginning fair value of interest rate swaps $ (4,695 ) $ (1,540 ) $ (362 ) $ (2,080 ) Total loss on interest rate swaps (1,977 ) (143 ) (7,049 ) (291 ) Cash settlements paid 678 698 1,417 1,386 Ending fair value of interest rate swaps $ (5,994 ) $ (985 ) $ (5,994 ) $ (985 ) |
Schedule of interest rate swap liabilities | The table below summarizes the interest rate swap position as of June 30, 2016 : Weighted Average Estimated Fair Value at Notional Amount Fixed Rate Effective Date Maturity Date June 30, 2016 (Dollars in thousands) $ 115,000 0.850 % 9/1/2015 9/1/2017 $ (1,588 ) $ 235,000 1.363 % 9/1/2015 9/1/2019 (4,406 ) Total fair value of interest rate derivatives $ (5,994 ) |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Asset Retirement Obligation [Abstract] | |
Schedule of changes in asset retirement obligations | The following table reflects the changes in the ARO during the six months ended June 30, 2016 and year ended December 31, 2015 : June 30, December 31, (In thousands) Asset retirement obligation - beginning of period $ 286,405 $ 226,525 Liabilities incurred with properties acquired — 60,526 Liabilities incurred with properties drilled — 92 Liabilities settled during the period (1,172 ) (2,615 ) Liabilities associated with properties sold (21,664 ) (9,386 ) Current period accretion 6,354 11,263 Asset retirement obligation - end of period $ 269,923 $ 286,405 |
Partners' Equity (Tables)
Partners' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of computation of basic and diluted income (loss) per unit | The following table sets forth the computation of basic and diluted loss per unit: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Net income (loss) $ (52,261 ) $ (38,474 ) $ 53,068 $ (267,328 ) Distributions to preferred unitholders (4,750 ) (4,750 ) (8,708 ) (9,500 ) Net loss available to unitholders (57,011 ) (43,224 ) 44,360 (276,828 ) Weighted average number of units outstanding 70,071 68,897 69,518 68,909 Effect of dilutive securities: Restricted and phantom units — — — — Weighted average units and potential units outstanding 70,071 68,897 69,518 68,909 Basic and diluted income (loss) per unit $ (0.81 ) $ (0.63 ) $ 0.64 $ (4.02 ) |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of option and UAR activity | A summary of UAR activity for the six months ended June 30, 2016 is as follows: Units Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2016 936,116 $ 20.61 4.91 $ — Forfeited (20,667 ) 20.71 Outstanding at June 30, 2016 915,449 $ 20.61 4.40 $ — UARs and unit options exercisable at June 30, 2016 450,456 $ 25.84 2.55 $ — |
Schedule of status of the Partnership’s non-vested UARs | The following table summarizes the status of Legacy’s non-vested UARs since January 1, 2016 : Non-Vested UARs Number of Units Weighted-Average Exercise Price Non-vested at January 1, 2016 566,067 $ 16.80 Vested (80,407 ) 23.07 Forfeited (20,667 ) 20.71 Non-vested at March 31, 2016 464,993 $ 15.54 |
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. Six Months Ended June 30, Expected life (years) 4.40 Risk free interest rate 0.9 % Annual distribution rate per unit $0.00 Volatility 81.4 % |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Other Narrative (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
General partner's equity, percent | 0.03% | 0.03% |
Term of right to receive distributions of available cash after quarter end | 45 days | |
Minimum percentage of unitholder approval to remove general partner | 66.67% | |
Term of right to receive information reasonably required for tax reporting purposes after close of year | 90 days |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Accrued Oil and Natural Gas Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Revenue payable to joint interest owners | $ 23,493 | $ 15,253 |
Accrued lease operating expense | 15,070 | 19,007 |
Accrued capital expenditures | 2,180 | 2,881 |
Accrued ad valorem tax | 9,137 | 8,723 |
Other | 5,206 | 4,709 |
Accrued oil and natural gas liabilities | $ 55,086 | $ 50,573 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies Summary of SIgnificant Accounting Policies - Restricted Cash (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted Cash | $ 2,900,000 | $ 0 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | May 13, 2014 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,198,645,000 | $ 1,458,000,000 | |
Unamortized discount on Senior Notes | (12,916,000) | (17,604,000) | |
Unamortized debt issuance costs | (12,720,000) | (12,782,000) | |
Total Long-Term Debt | $ 1,173,009,000 | 1,427,614,000 | |
Senior notes | 8% Senior Notes due 2020 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 8.00% | ||
Long-term debt, gross | $ 232,989,000 | 300,000,000 | |
Senior notes | 6.625% Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 6.625% | 6.625% | |
Long-term debt, gross | $ 432,656,000 | 550,000,000 | $ 300,000,000 |
Credit facility due 2019 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 533,000,000 | $ 608,000,000 |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facility (Details) | Apr. 01, 2014USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | May 13, 2014USD ($) | Mar. 18, 2014USD ($) | May 28, 2013USD ($) | Dec. 04, 2012USD ($) |
Line of Credit Facility [Line Items] | |||||||
Long-term debt, gross | $ 1,198,645,000 | $ 1,458,000,000 | |||||
Credit facility due 2019 | |||||||
Line of Credit Facility [Line Items] | |||||||
Expiration period | 5 years | ||||||
Maximum borrowing capacity | $ 1,500,000,000 | $ 630,000,000 | |||||
Minimum Percent of Total Property Value Securing Credit Agreement | 90.00% | ||||||
Purchase price of properties as a percentage of borrowing base required for potential re-determination of borrowing base, minimum | 10.00% | ||||||
Ratio of consolidated current assets to consolidated current liabilities, minimum | 1 | ||||||
Aggregate principal amount | $ 533,000,000 | ||||||
Minimum percent of outstanding principal amount required for changes to credit agreement | 66.67% | ||||||
Long-term debt, gross | $ 533,000,000 | 608,000,000 | |||||
Interest rate at period end | 3.22% | ||||||
Remaining borrowing capacity | $ 95,600,000 | ||||||
Interest Paid | $ 9,300,000 | ||||||
Letter of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 2,000,000 | ||||||
Debt Covenant, Period One | Credit facility due 2019 | |||||||
Line of Credit Facility [Line Items] | |||||||
Ratio of indebtedness to earnings before interest, taxes, depreciation and amortization, maximum | 3.5 | ||||||
Ratio of EBITDA to interest expense, minimum | 2.5 | ||||||
Debt Covenant, Period Two | Credit facility due 2019 | |||||||
Line of Credit Facility [Line Items] | |||||||
Ratio of indebtedness to earnings before interest, taxes, depreciation and amortization, maximum | 3.25 | ||||||
Ratio of EBITDA to interest expense, minimum | 2 | ||||||
Debt Covenant, Period Three | Credit facility due 2019 | |||||||
Line of Credit Facility [Line Items] | |||||||
Ratio of indebtedness to earnings before interest, taxes, depreciation and amortization, maximum | 3 | ||||||
Ratio of EBITDA to interest expense, minimum | 2.5 | ||||||
Debt Covenant, Period Four | Credit facility due 2019 | |||||||
Line of Credit Facility [Line Items] | |||||||
Ratio of indebtedness to earnings before interest, taxes, depreciation and amortization, maximum | 2.5 | ||||||
Senior notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 250,000,000 | ||||||
Senior notes | 8% Senior Notes due 2020 | |||||||
Line of Credit Facility [Line Items] | |||||||
Stated interest rate | 8.00% | ||||||
Aggregate principal amount | $ 300,000,000 | ||||||
Long-term debt, gross | $ 232,989,000 | 300,000,000 | |||||
Senior notes | 6.625% Senior Notes due 2021 | |||||||
Line of Credit Facility [Line Items] | |||||||
Stated interest rate | 6.625% | 6.625% | |||||
Aggregate principal amount | $ 300,000,000 | $ 250,000,000 | |||||
Long-term debt, gross | $ 432,656,000 | $ 550,000,000 | $ 300,000,000 | ||||
Series A Preferred Equity | |||||||
Line of Credit Facility [Line Items] | |||||||
Dividend rate | 8.00% | ||||||
Series B Preferred Equity | |||||||
Line of Credit Facility [Line Items] | |||||||
Dividend rate | 8.00% |
Long-Term Debt - Senior Notes (
Long-Term Debt - Senior Notes (Details) - USD ($) | Jun. 01, 2016 | May 13, 2014 | May 28, 2013 | Dec. 04, 2012 | Jun. 30, 2016 | Dec. 31, 2013 | Mar. 18, 2014 |
Senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 250,000,000 | ||||||
Senior notes | 8% Senior Notes due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 8.00% | ||||||
Aggregate principal amount | $ 300,000,000 | ||||||
Face amount repurchased | $ 52,000,000 | ||||||
Issuance percent of par | 97.848% | ||||||
Senior notes | 8% Senior Notes due 2020 | Change in Control | |||||||
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 | 6.625% | 6.625% | |||||
Aggregate principal amount | $ 300,000,000 | $ 250,000,000 | |||||
Face amount repurchased | $ 117,300,000 | ||||||
Debt extinguished | $ 15,000,000 | ||||||
Issuance percent of par | 99.00% | 98.405% | |||||
Senior notes | 6.625% Senior Notes due 2021 | Company Option | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 106.625% | ||||||
Percent of notes eligible of early redemption | 35.00% | ||||||
Senior notes | 6.625% Senior Notes due 2021 | Change in Control | |||||||
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 | 103.313% | ||||||
Senior notes | 6.625% Senior Notes due 2021 | 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 101.656% | ||||||
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% | 100.00% | |||
Unitholders' Equity | Limited Partner | |||||||
Debt Instrument [Line Items] | |||||||
Units issued in exchange for retirement of debt (in units) | 2,719,124 | 2,719,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Units used in computing loss per unit: | |||||
Revenues | $ 73,367 | $ 87,801 | $ 139,226 | $ 169,340 | |
Excess of revenues over direct operating expenses | (14,104) | (7,058) | (30,980) | (240,237) | |
WGR acquisition | |||||
Business Acquisition [Line Items] | |||||
Membership interests acquired | 100.00% | ||||
Acquisition purchase price | $ 96,700 | ||||
Anadarko acquisitions | |||||
Business Acquisition [Line Items] | |||||
Acquisition purchase price | 337,200 | ||||
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 | 461,306 | ||||
Future abandonment costs | (27,351) | ||||
Fair value of net assets acquired | $ 433,955 | ||||
Pro Forma Operating Results | |||||
Revenues | 119,416 | 233,877 | |||
Net loss attributable to unitholders | $ (29,151) | $ (247,638) | |||
Loss per unit - basic (in dollars per share) | $ (0.42) | $ (3.59) | |||
Loss per unit - diluted (in dollars per share) | $ (0.42) | $ (3.59) | |||
Units used in computing loss per unit: | |||||
Basic and diluted (in shares) | 68,897 | 68,909 | |||
Revenues | 10,387 | 21,865 | |||
Excess of revenues over direct operating expenses | $ 4,362 | $ 8,518 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Water Transfer Services | Blue Quail Energy Services, LLC | Board of Directors Chairman and Director | ||
Related Party Transaction [Line Items] | ||
Amount paid for service | $ 82,587 | $ 93,193 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($)$ / MMBTU | |
Loss Contingencies [Line Items] | |
Purchase obligation calculated floor price | $ / MMBTU | 57.14 |
Estimated total future purchase obligation | $ | $ 50.5 |
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 | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | May 13, 2014 | |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | ||||||
Impairment | $ 1,272,650,000 | $ 1,272,650,000 | $ 1,408,956,000 | |||
Impairment of long-lived assets | 15,400,000 | |||||
Long-term debt, gross | 1,198,645,000 | 1,198,645,000 | 1,458,000,000 | |||
Credit facility due 2019 | ||||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | ||||||
Long-term debt, gross | 533,000,000 | 533,000,000 | 608,000,000 | |||
Senior notes | 8% Senior Notes due 2020 | ||||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | ||||||
Long-term debt, gross | 232,989,000 | 232,989,000 | 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 | 432,656,000 | 432,656,000 | $ 550,000,000 | $ 300,000,000 | ||
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 | 111,600,000 | 111,600,000 | ||||
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 | 182,800,000 | 182,800,000 | ||||
Recurring | ||||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | ||||||
LTIP liability | (113,000) | (113,000) | ||||
Total | 46,813,000 | 46,813,000 | ||||
Recurring | Commodity derivatives | Oil and natural gas | ||||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | ||||||
Oil and natural gas derivatives | 52,920,000 | 52,920,000 | ||||
Recurring | Interest rate swaps | ||||||
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | ||||||
Oil and natural gas derivatives | (5,994,000) | (5,994,000) | ||||
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 | 0 | ||||
Total | 0 | 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 | ||||||
Oil and natural gas derivatives | 0 | 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 | ||||||
Oil and natural gas derivatives | 0 | 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 | (113,000) | (113,000) | ||||
Total | 48,103,000 | 48,103,000 | ||||
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 | ||||||
Oil and natural gas derivatives | 54,210,000 | 54,210,000 | ||||
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 | ||||||
Oil and natural gas derivatives | (5,994,000) | (5,994,000) | ||||
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 | 0 | ||||
Total | (1,290,000) | (1,290,000) | ||||
Reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 | ||||||
Beginning balance | (2,828,000) | $ (2,485,000) | (4,493,000) | $ 555,000 | ||
Total gains (losses) | 888,000 | (3,275,000) | 899,000 | (6,632,000) | ||
Settlements, net | 650,000 | 949,000 | 2,304,000 | 1,266,000 | ||
Ending balance | (1,290,000) | (4,811,000) | (1,290,000) | (4,811,000) | ||
Recurring | Significant Unobservable Inputs (Level 3) | Derivative assets | ||||||
Reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 | ||||||
Gains (losses) included in earnings relating to derivatives still held as of June 30, 2016 and 2015 | 581,000 | $ (3,492,000) | 978,000 | $ (4,811,000) | ||
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 | ||||||
Oil and natural gas derivatives | (1,290,000) | (1,290,000) | ||||
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 | ||||||
Oil and natural gas derivatives | 0 | 0 | ||||
Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | ||||||
Impairment | 0 | 0 | ||||
Nonrecurring | Significant Other Observable Inputs (Level 2) | ||||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | ||||||
Impairment | 0 | 0 | ||||
Nonrecurring | Significant Unobservable Inputs (Level 3) | ||||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Abstract] | ||||||
Impairment | 19,783,000 | 19,783,000 | ||||
Oil and gas properties, gross | $ 35,200,000 | $ 35,200,000 |
Derivative Financial Instrume37
Derivative Financial Instruments - Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Realized and Unrealized Gains (Losses) Related to Derivatives [Roll Forward] | ||||
Total gain (loss) on derivatives | $ (26,269) | $ 8,078 | ||
Derivative cash settlements paid (received) | (44,871) | (77,526) | ||
Not designated as hedging instrument | Commodity contract | ||||
Realized and Unrealized Gains (Losses) Related to Derivatives [Roll Forward] | ||||
Beginning fair value of interest rate swaps | $ 112,688 | $ 133,242 | 118,427 | 153,099 |
Ending fair value of interest rate swaps | 52,920 | 82,556 | 52,920 | 82,556 |
Not designated as hedging instrument | Commodity contract | Oil | ||||
Realized and Unrealized Gains (Losses) Related to Derivatives [Roll Forward] | ||||
Total gain (loss) on derivatives | (5,411) | (12,649) | (2,892) | 945 |
Derivative cash settlements paid (received) | (9,760) | (27,364) | (22,345) | (59,564) |
Not designated as hedging instrument | Commodity contract | Natural gas | ||||
Realized and Unrealized Gains (Losses) Related to Derivatives [Roll Forward] | ||||
Total gain (loss) on derivatives | (32,264) | (848) | (17,745) | 6,038 |
Derivative cash settlements paid (received) | $ (12,333) | $ (9,825) | $ (22,525) | $ (17,962) |
Derivative Financial Instrume38
Derivative Financial Instruments - Offsetting Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Offsetting Derivative Assets: | ||
Gross Amounts of Recognized Assets | $ 85,562 | $ 179,064 |
Gross Amounts Offset in the Consolidated Balance Sheets | (32,120) | (58,980) |
Net Amounts Presented in the Consolidated Balance Sheets | 53,442 | 120,084 |
Offsetting Derivative Liabilities: | ||
Gross Amounts of Recognized Liabilities | (38,636) | (60,999) |
Gross Amounts Offset in the Consolidated Balance Sheets | 32,120 | 58,980 |
Net Amounts Presented in the Consolidated Balance Sheets | 6,516 | 2,019 |
Commodity contract | ||
Offsetting Derivative Assets: | ||
Gross Amounts of Recognized Assets | 85,562 | 177,082 |
Gross Amounts Offset in the Consolidated Balance Sheets | (32,120) | (58,655) |
Net Amounts Presented in the Consolidated Balance Sheets | 53,442 | 118,427 |
Offsetting Derivative Liabilities: | ||
Gross Amounts of Recognized Liabilities | (32,642) | (58,655) |
Gross Amounts Offset in the Consolidated Balance Sheets | 32,120 | 58,655 |
Net Amounts Presented in the Consolidated Balance Sheets | 522 | 0 |
Interest rate contract | ||
Offsetting Derivative Assets: | ||
Gross Amounts of Recognized Assets | 1,982 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (325) | |
Net Amounts Presented in the Consolidated Balance Sheets | 1,657 | |
Offsetting Derivative Liabilities: | ||
Gross Amounts of Recognized Liabilities | (5,994) | (2,344) |
Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 325 |
Net Amounts Presented in the Consolidated Balance Sheets | $ 5,994 | $ 2,019 |
Derivative Financial Instrume39
Derivative Financial Instruments - Schedule of Derivatives, Notional Amounts Outstanding (Details) | Jun. 30, 2016USD ($)MMBTUbbl$ / bbl$ / MMBTU | Jun. 30, 2015MMBTU$ / MMBTU |
NYMEX WTI Swaps | Crude Oil | July-December 2016 | ||
Derivative [Line Items] | ||
Volumes | bbl | 1,002,800 | |
Average Price | 55.24 | |
NYMEX WTI Swaps | Crude Oil | July-December 2016 | Minimum | ||
Derivative [Line Items] | ||
Price Range | (50.15) | |
NYMEX WTI Swaps | Crude Oil | July-December 2016 | Maximum | ||
Derivative [Line Items] | ||
Price Range | (91) | |
NYMEX WTI Swaps | Crude Oil | 2017 | ||
Derivative [Line Items] | ||
Volumes | bbl | 182,500 | |
Average Price | 84.75 | |
Price Range | (84.75) | |
Midland-to-Cushing Differential Swaps | Crude Oil | July-December 2016 | ||
Derivative [Line Items] | ||
Volumes | bbl | 1,472,000 | |
Average Price | 1.60 | |
Midland-to-Cushing Differential Swaps | Crude Oil | July-December 2016 | Minimum | ||
Derivative [Line Items] | ||
Price Range | (1.50) | |
Midland-to-Cushing Differential Swaps | Crude Oil | July-December 2016 | Maximum | ||
Derivative [Line Items] | ||
Price Range | (1.75) | |
Midland-to-Cushing Differential Swaps | Crude Oil | 2017 | ||
Derivative [Line Items] | ||
Volumes | bbl | 2,190,000 | |
Average Price | 0.30 | |
Midland-to-Cushing Differential Swaps | Crude Oil | 2017 | Minimum | ||
Derivative [Line Items] | ||
Price Range | (0.05) | |
Midland-to-Cushing Differential Swaps | Crude Oil | 2017 | Maximum | ||
Derivative [Line Items] | ||
Price Range | (0.75) | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | July-December 2016 | ||
Derivative [Line Items] | ||
Volumes | bbl | 230,000 | |
NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2017 | ||
Derivative [Line Items] | ||
Volumes | bbl | 72,400 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2017 | ||
Derivative [Line Items] | ||
Volumes | bbl | 92,000 | |
Average Price | 91.70 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2017 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 82 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2017 | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 57 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2018 | ||
Derivative [Line Items] | ||
Volumes | bbl | 182,500 | |
Average Price | 90.85 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2018 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 82 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2018 | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 57 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2019 | ||
Derivative [Line Items] | ||
Volumes | bbl | 127,750 | |
Average Price | 90.50 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2019 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 82 | |
NYMEX WTI Enhanced Swap Contracts 1 | Crude Oil | 2019 | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 57 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | July-December 2016 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 24,973,600 | |
Average Price | $ / MMBTU | 3.01 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | July-December 2016 | Minimum | ||
Derivative [Line Items] | ||
Price Range | $ / MMBTU | (2.42) | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | July-December 2016 | Maximum | ||
Derivative [Line Items] | ||
Price Range | $ / MMBTU | (5.30) | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2017 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 27,600,000 | |
Average Price | $ / MMBTU | 3.36 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2017 | Minimum | ||
Derivative [Line Items] | ||
Price Range | $ / MMBTU | (3.29) | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2017 | Maximum | ||
Derivative [Line Items] | ||
Price Range | $ / MMBTU | (3.39) | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2018 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 27,600,000 | |
Average Price | $ / MMBTU | 3.36 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2018 | Minimum | ||
Derivative [Line Items] | ||
Price Range | $ / MMBTU | (3.29) | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2018 | Maximum | ||
Derivative [Line Items] | ||
Price Range | $ / MMBTU | (3.39) | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2019 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 25,800,000 | |
Average Price | $ / MMBTU | 3.36 | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2019 | Minimum | ||
Derivative [Line Items] | ||
Price Range | $ / MMBTU | (3.29) | |
NYMEX Henry Hub, Waha, ANR-OK and CIG-Rockies Swaps | Natural gas | 2019 | Maximum | ||
Derivative [Line Items] | ||
Price Range | $ / MMBTU | (3.39) | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | July-December 2016 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 2,790,000 | |
NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2017 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 5,040,000 | |
Henry Hub NYMEX to Northwest Pipeline Natural Gas Differential Swaps | Natural gas | July-December 2016 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 7,529,832 | |
Average Price | $ / MMBTU | 0.19 | |
Henry Hub NYMEX to Northwest Pipeline Natural Gas Differential Swaps | Natural gas | 2017 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 7,300,000 | |
Average Price | $ / MMBTU | 0.16 | |
Henry Hub NYMEX to California SoCal NGI Natural Gas Differential Swaps | Natural gas | July-December 2016 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 0 | |
Average Price | $ / MMBTU | 0 | |
Henry Hub NYMEX to California SoCal NGI Natural Gas Differential Swaps | Natural gas | 2017 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 2,500,250 | |
Average Price | $ / MMBTU | 0.11 | |
Henry Hub NYMEX to San Juan Basin Natural Gas Differential Swaps | Natural gas | July-December 2016 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 1,256,720 | |
Average Price | $ / MMBTU | 0.16 | |
Henry Hub NYMEX to San Juan Basin Natural Gas Differential Swaps | Natural gas | 2017 | ||
Derivative [Line Items] | ||
Volumes | MMBTU | 2,500,250 | |
Average Price | $ / MMBTU | 0.10 | |
Put Option | NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | July-December 2016 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 60 | |
Put Option | NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | July-December 2016 | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 85 | |
Put Option | NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2017 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 60 | |
Put Option | NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2017 | Long | ||
Derivative [Line Items] | ||
Average Strike Price | 85 | |
Put Option | NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | July-December 2016 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | $ / MMBTU | 3.75 | |
Put Option | NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | July-December 2016 | Long | ||
Derivative [Line Items] | ||
Average Strike Price | $ / MMBTU | 4.25 | |
Put Option | NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2017 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | $ / MMBTU | 3.75 | |
Put Option | NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2017 | Long | ||
Derivative [Line Items] | ||
Average Strike Price | $ / MMBTU | 4.25 | |
Call Option | NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | July-December 2016 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 102.46 | |
Call Option | NYMEX WTI Derivative Three-Way Collar Contracts | Crude Oil | 2017 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | 104.20 | |
Call Option | NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | July-December 2016 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | $ / MMBTU | 5.08 | |
Call Option | NYMEX Henry Hub Derivative Three-Way Collar Contracts | Natural gas | 2017 | Short | ||
Derivative [Line Items] | ||
Average Strike Price | $ / MMBTU | 5.53 | |
Not designated as hedging instrument | Interest Rate Swap Due Sept 2017 | ||
Derivative [Line Items] | ||
Notional Amount | $ | $ 115,000,000 | |
Fixed Rate | 0.85% | |
Estimated Fair Market Value | $ | $ (1,588,000) | |
Not designated as hedging instrument | Interest Rate Swap Due Sept 2019 | ||
Derivative [Line Items] | ||
Notional Amount | $ | $ 235,000,000 | |
Fixed Rate | 1.363% | |
Estimated Fair Market Value | $ | $ (4,406,000) | |
Not designated as hedging instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Estimated Fair Market Value | $ | $ (5,994,000) |
Derivative Financial Instrume40
Derivative Financial Instruments - Schedule of Derivatives, Gain (Loss) on Derivative Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Cash settlements paid | $ 44,871 | $ 77,526 | ||
Interest rate swaps | Not designated as hedging instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Beginning fair value of interest rate swaps | $ (4,695) | $ (1,540) | (362) | (2,080) |
Cash settlements paid | 678 | 698 | 1,417 | 1,386 |
Ending fair value of interest rate swaps | (5,994) | (985) | (5,994) | (985) |
Interest rate swaps | Not designated as hedging instrument | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total loss on interest rate swaps | $ (1,977) | $ (143) | $ (7,049) | $ (291) |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Changes in the ARO | ||
Asset retirement obligation - beginning of period | $ 286,405 | $ 226,525 |
Liabilities incurred with properties acquired | 0 | 60,526 |
Liabilities incurred with properties drilled | 0 | 92 |
Liabilities settled during the period | (1,172) | (2,615) |
Liabilities associated with properties sold | (21,664) | (9,386) |
Current period accretion | 6,354 | 11,263 |
Asset retirement obligation - end of period | $ 269,923 | $ 286,405 |
Partners' Equity - Preferred Un
Partners' Equity - Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 30, 2016 | Jul. 01, 2014 | Jun. 17, 2014 | May 12, 2014 | Apr. 17, 2014 | Jun. 30, 2016 |
Class of Stock [Line Items] | ||||||
Liquidation preference (in dollars per share) | $ 25 | $ 25 | ||||
Distributions in arrears (in dollars per share) | $ 0.92 | |||||
Distributions in arrears | $ 8.7 | |||||
Series A Preferred Equity | ||||||
Class of Stock [Line Items] | ||||||
Stock issuance (in shares) | 2,000,000 | |||||
Share price (per share) | $ 25 | |||||
Additional shares of underwriter purchase option (in shares) | 300,000 | |||||
Dividend rate | 8.00% | |||||
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 (per share) | $ 25 | |||||
Dividend rate | 8.00% | |||||
Series B Preferred Equity | three-month LIBOR | ||||||
Class of Stock [Line Items] | ||||||
Variable dividend rate | 5.256% | |||||
Series B Preferred Equity | Over-Allotment Option | ||||||
Class of Stock [Line Items] | ||||||
Stock issuance (in shares) | 200,000 |
Partners' Equity - Incentive Di
Partners' Equity - Incentive Distribution Units (Details) - WPX acquisition - USD ($) $ / shares in Units, $ in Millions | Jun. 04, 2016 | Jun. 04, 2015 | Jun. 04, 2014 |
Class of Stock [Line Items] | |||
Equity interests issuable (in shares) | 300,000 | ||
Conversion terms, minimum distribution per share (in dollars per share) | $ 0.90 | ||
Unvested IDUs | |||
Class of Stock [Line Items] | |||
Equity interests issuable (in shares) | 200,000 | ||
Equity interests forfeiture (in shares) | 66,666 | 66,666 | |
Immediate vesting | |||
Class of Stock [Line Items] | |||
Equity interests issuable (in shares) | 100,000 | ||
Forfeiture, first two anniversaries | |||
Class of Stock [Line Items] | |||
Equity interests forfeiture (in shares) | 66,666 | ||
Forfeiture, third anniversary | |||
Class of Stock [Line Items] | |||
Equity interests forfeiture (in shares) | 66,668 | ||
Ratable vesting | |||
Class of Stock [Line Items] | |||
Equity interests issuable (in shares) | 10,000 | ||
Additional cash consideration | $ 35.5 |
Partners' Equity - Income (loss
Partners' Equity - Income (loss) per unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Equity [Abstract] | ||||
Net income (loss) | $ (52,261) | $ (38,474) | $ 53,068 | $ (267,328) |
Distributions to preferred unitholders | (4,750) | (4,750) | (8,708) | (9,500) |
Net income (loss) attributable to unitholders | $ (57,011) | $ (43,224) | $ 44,360 | $ (276,828) |
Weighted average number of units outstanding (in shares) | 70,071,000 | 68,897,000 | 69,518,000 | 68,909,000 |
Effect of dilutive securities: | ||||
Restricted and phantom units (in shares) | 0 | 0 | 0 | 0 |
Weighted average units and potential common units outstanding (in shares) | 70,071,000 | 68,897,000 | 69,518,000 | 68,909,000 |
Income (loss) per unit - basic & diluted (in dollars per share) | $ (0.81) | $ (0.63) | $ 0.64 | $ (4.02) |
Phantom share units (PSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive restricted units excluded from computation of EPS (in shares) | 1,212,692 | 862,064 | 821,018 | 862,064 |
Restricted stock units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive restricted units excluded from computation of EPS (in shares) | 431,691 | 508,830 | 539,646 | 278,383 |
Unit-Based Compensation - LTIP,
Unit-Based Compensation - LTIP, Unit Appreciation Rights and Unit Options (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jun. 12, 2015 | Jun. 11, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Annual interest rate | 0.90% | ||||
Unit appreciation rights (UARs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unit award expiration period | 7 years | ||||
Share-based compensation expense | $ 112,100 | $ 16,359 | |||
Unrecognized compensation costs | $ 104,048 | ||||
Unrecognized compensation costs, weighted-average remaining period for recognition | 2 years 25 days | ||||
Volatility | 81.00% | ||||
Share based compensation, forfeiture rate | 5.30% | ||||
Annual distribution | $ 0 | ||||
Annual interest rate | 0.90% | ||||
Unit appreciation rights (UARs) | Ratable vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units issued as compensation, gross (in units) | 0 | 204,500 | |||
Award vesting period | 3 years | ||||
Unit appreciation rights (UARs) | Cliff vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units issued as compensation, gross (in units) | 96,520 | ||||
Award vesting period | 3 years | ||||
Restricted stock units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 1,600,000 | 1,200,000 | |||
Unrecognized compensation costs | $ 3,200,000 | ||||
Unrecognized compensation costs, weighted-average remaining period for recognition | 2 years 6 days | ||||
Phantom share units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 1,800,000 | $ 1,400,000 | |||
Long Term Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units authorized for issuance (in shares) | 5,000,000 | 2,000,000 | |||
Units issued as compensation (in shares) | 2,797,391 | ||||
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) | 885,001 | ||||
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) | 1,212,692 | ||||
Long Term Incentive Plan | Unrestricted units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units issued as compensation (in shares) | 433,684 |
Unit-Based Compensation - Optio
Unit-Based Compensation - Option and UAR Activity (Details) - Unit appreciation rights (UARs) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Units (in shares) | ||
Outstanding (in units) | 936,116 | |
Forfeited (in units) | (20,667) | |
Outstanding (in units) | 915,449 | 936,116 |
Options and UARs exercisable (in units) | 450,456 | |
Weighted-Average Exercise Price (in dollars per share) | ||
Outstanding (in dollars per unit) | $ 20.61 | |
Forfeited (in dollars per unit) | 20.71 | |
Outstanding (in dollars per unit) | 20.61 | $ 20.61 |
Options and UARs exercisable (in dollars per unit) | $ 25.84 | |
Weighted-Average Remaining Contractual Term | ||
Outstanding | 4 years 4 months 23 days | 4 years 10 months 28 days |
Options and UARs exercisable | 2 years 6 months 20 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 0 | $ 0 |
Options and UARs exercisable | $ 0 |
Unit-Based Compensation - Statu
Unit-Based Compensation - Status of the Partnership's non-vested UARs (Details) - Unit appreciation rights (UARs) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of Units | |
Non-vested at January 1, 2016 | shares | 566,067 |
Vested (in units) | shares | (80,407) |
Forfeited (in units) | shares | (20,667) |
Non-vested at March 31, 2016 | shares | 464,993 |
Weighted- Average Exercise Price | |
Non-vested at January 1, 2016 | $ / shares | $ 16.80 |
Vested (in dollars per unit) | $ / shares | 23.07 |
Forfeited (in dollars per unit) | $ / shares | 20.71 |
Non-vested at March 31, 2016 | $ / shares | $ 15.54 |
Unit-Based Compensation - Weigh
Unit-Based Compensation - Weighted Average Assumptions (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual interest rate | 0.90% | |
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 4 years 4 months 23 days | 4 years 10 months 28 days |
Annual interest rate | 0.90% | |
Annual distribution rate per unit (in dollars per share) | $ 0 | |
Volatility | 81.00% |
Unit-Based Compensation - Phant
Unit-Based Compensation - Phantom, Board and Restricted Units (Details) | Jun. 22, 2016shares | May 10, 2016director$ / sharesshares | Jun. 15, 2015director$ / sharesshares | Feb. 24, 2015shares | Mar. 07, 2013 | Sep. 21, 2009 | Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($) | Dec. 31, 2015shares |
Stock Appreciation Rights (SARs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unvested units not included in consolidated balance sheet (in shares) | 464,993 | 566,067 | |||||||
Share-based compensation expense | $ | $ 112,100 | $ 16,359 | |||||||
Unrecognized compensation costs | $ | $ 104,048 | ||||||||
Unrecognized compensation costs, period of recognition | 2 years 25 days | ||||||||
Stock Appreciation Rights (SARs) [Member] | Ratable vesting | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 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 | Ratable vesting | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Subjective or service based phantom units | Executive officers | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 341,251 | ||||||||
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 | ||||||||
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 | 1 | ||||||||
Share-based compensation expense | $ | $ 1,800,000 | 1,400,000 | |||||||
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) | 431,691 | ||||||||
Share-based compensation expense | $ | $ 1,600,000 | $ 1,200,000 | |||||||
Unrecognized compensation costs | $ | $ 3,200,000 | ||||||||
Unrecognized compensation costs, period of recognition | 2 years 6 days | ||||||||
Restricted stock units (RSUs) | Non-executive employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 381,860 | ||||||||
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) | Executive employee | Ratable vesting | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Restricted stock units (RSUs) | Executive employee | Cliff vesting | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 5 years | ||||||||
Unrestricted units | Non-employee directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 39,526 | 11,025 | |||||||
Individuals eligible for plan | director | 6 | 6 | |||||||
Value of each unit at issuance (in dollars per share) | $ / shares | $ 2.59 | $ 9.13 | |||||||
Maximum | Subjective phantom share units (PSUs) | Executive officers | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 1,286,930 | ||||||||
Maximum | Subjective or service based phantom units | Executive officers | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 391,674 | ||||||||
Maximum | Objective phantom share units (PSUs) | Executive officers | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 2,238,138 |
Subsidiary Guarantors (Details)
Subsidiary Guarantors (Details) | 11 Months Ended | |||||
May 08, 2014offering | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | May 13, 2014USD ($) | Mar. 18, 2014USD ($) | May 28, 2013USD ($) | |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 1,198,645,000 | $ 1,458,000,000 | ||||
Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Number of private offerings | offering | 2 | |||||
Aggregate principal amount | $ 250,000,000 | |||||
Percent of subsidiaries owned | 100.00% | |||||
Senior notes | 6.625% Senior Notes due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 300,000,000 | $ 250,000,000 | ||||
Long-term debt, gross | $ 432,656,000 | $ 550,000,000 | $ 300,000,000 |