Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Midstates Petroleum Company, Inc. | ' |
Entity Central Index Key | '0001533924 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 68,406,750 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $24,953 | $18,878 |
Accounts receivable: | ' | ' |
Oil and gas sales | 88,216 | 35,618 |
Joint interest billing | 28,985 | 10,815 |
Other | 2,844 | 3,866 |
Commodity derivative contracts | 3,783 | 5,695 |
Deferred income taxes | 16,196 | 6,027 |
Other current assets | 691 | 8,573 |
Total current assets | 165,668 | 89,472 |
PROPERTY AND EQUIPMENT: | ' | ' |
Oil and gas properties, on the basis of full-cost accounting | 2,914,422 | 1,836,664 |
Other property and equipment | 10,029 | 5,038 |
Less accumulated depreciation, depletion, and amortization | -443,852 | -274,294 |
Net property and equipment | 2,480,599 | 1,567,408 |
OTHER ASSETS: | ' | ' |
Commodity derivative contracts | 300 | 1,717 |
Other noncurrent assets | 57,903 | 25,413 |
Total other assets | 58,203 | 27,130 |
TOTAL | 2,704,470 | 1,684,010 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 34,686 | 29,196 |
Accrued liabilities | 198,695 | 98,649 |
Commodity derivative contracts | 28,463 | 7,582 |
Total current liabilities | 261,844 | 135,427 |
LONG-TERM LIABILITIES: | ' | ' |
Asset retirement obligations | 23,178 | 15,245 |
Commodity derivative contracts | 6,730 | 3,943 |
Long-term debt | 1,606,150 | 694,000 |
Deferred income taxes | 149,991 | 156,737 |
Other long-term liabilities | 1,862 | 1,189 |
Total long-term liabilities | 1,787,911 | 871,114 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock | ' | ' |
Common stock, $0.01 par value, 300,000,000 shares authorized; 68,686,256 shares issued and 68,579,198 outstanding at September 30, 2013 and 66,619,711 shares issued and outstanding at December 31, 2012 | 686 | 666 |
Treasury stock | -605 | ' |
Additional paid-in-capital | 869,939 | 863,891 |
Retained deficit | -215,308 | -187,091 |
Total stockholders' equity | 654,715 | 677,469 |
TOTAL | 2,704,470 | 1,684,010 |
Series A mandatorily convertible preferred stock, $0.01 par value, $351,520 and $325,000 liquidation value at September 30, 2013 and December 31, 2012, respectively; 8% cumulative dividends; 325,000 shares issued and outstanding | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock | 3 | 3 |
Total stockholders' equity | $3 | $3 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 68,686,256 | 66,619,711 |
Common stock, shares outstanding | 68,579,198 | 66,619,711 |
Preferred stock, $0.01 par value, 49,675,000 shares authorized; no shares issued or outstanding | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 49,675,000 | 49,675,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A mandatorily convertible preferred stock, $0.01 par value, $351,520 and $325,000 liquidation value at September 30, 2013 and December 31, 2012, respectively; 8% cumulative dividends; 325,000 shares issued and outstanding | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares issued | 325,000 | 325,000 |
Preferred stock, shares outstanding | 325,000 | 325,000 |
Preferred stock, liquidation value (in dollars per share) | $351,520 | $325,000 |
Preferred stock, cumulative dividends (as a percent) | 8.00% | 8.00% |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
REVENUES: | ' | ' | ' | ' |
Oil sales | $119,049 | $53,143 | $268,903 | $146,281 |
Natural gas liquid sales | 18,939 | 4,134 | 39,656 | 14,307 |
Natural gas sales | 18,775 | 2,257 | 42,034 | 8,086 |
Losses on commodity derivative contracts - net | -45,296 | -33,726 | -42,999 | -10,249 |
Other | 38 | 124 | 941 | 331 |
Total revenues | 111,505 | 25,932 | 308,535 | 158,756 |
EXPENSES: | ' | ' | ' | ' |
Lease operating and workover | 21,784 | 6,569 | 53,230 | 18,957 |
Gathering and transportation | 2,583 | ' | 2,583 | ' |
Severance and other taxes | 8,080 | 6,450 | 20,614 | 18,098 |
Asset retirement accretion | 421 | 165 | 988 | 463 |
Depreciation, depletion, and amortization | 74,789 | 30,692 | 169,595 | 86,601 |
General and administrative | 13,911 | 7,948 | 40,209 | 18,966 |
Acquisition and transaction costs | 194 | 2,675 | 11,686 | 2,675 |
Other | 614 | ' | 614 | ' |
Total expenses | 122,376 | 54,499 | 299,519 | 145,760 |
OPERATING INCOME (LOSS) | -10,871 | -28,567 | 9,016 | 12,996 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Interest income | 7 | 80 | 17 | 229 |
Interest expense - net of amounts capitalized | -25,950 | -908 | -53,438 | -3,587 |
Total other income (expense) | -25,943 | -828 | -53,421 | -3,358 |
INCOME (LOSS) BEFORE TAXES | -36,814 | -29,395 | -44,405 | 9,638 |
Income tax benefit (expense) | 13,208 | 11,592 | 16,188 | -157,326 |
NET LOSS | -23,606 | -17,803 | -28,217 | -147,688 |
Preferred stock dividend (Note 10) | -2,569 | ' | -9,254 | ' |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | ($26,175) | ($17,803) | ($37,471) | ($147,688) |
Basic and diluted net loss per share attributable to common shareholders (in dollars per share) | ($0.40) | ($0.27) | ($0.57) | ($2.54) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 65,821 | 65,634 | 65,740 | 58,080 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Treasury Stock | Additional Paid-in-Capital | Retained Deficit | Series A Preferred Stock |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2012 | $677,469 | $666 | ' | $863,891 | ($187,091) | $3 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Share-based compensation | 6,068 | 20 | ' | 6,048 | ' | ' |
Acquisition of treasury stock | -605 | ' | -605 | ' | ' | ' |
Net loss | -28,217 | ' | ' | ' | -28,217 | ' |
Balance at Sep. 30, 2013 | $654,715 | $686 | ($605) | $869,939 | ($215,308) | $3 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($28,217) | ($147,688) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Unrealized losses (gains) on commodity derivative contracts, net | 26,997 | -5,591 |
Asset retirement accretion | 988 | 463 |
Depreciation, depletion, and amortization | 169,595 | 86,601 |
Share-based compensation, net of amounts capitalized to oil and gas properties | 4,921 | 1,568 |
Deferred income taxes | -16,188 | 157,326 |
Amortization of deferred financing costs | 4,156 | 583 |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable - oil and gas sales | -52,598 | 1,193 |
Accounts receivable - JIB and other | -13,544 | 2,954 |
Other current and noncurrent assets | -2,622 | -3,547 |
Accounts payable | -3,027 | -1,211 |
Accrued liabilities | 89,666 | 2,151 |
Other | -186 | -122 |
Net cash provided by operating activities | 179,941 | 94,680 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Investment in property and equipment | -437,521 | -284,875 |
Investment in acquired property | -621,748 | ' |
Net cash used in investing activities | -1,059,269 | -284,875 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from long-term borrowings | 946,450 | 84,667 |
Repayment of long-term borrowings | -34,300 | -103,167 |
Proceeds from issuance of mandatorily redeemable convertible preferred units | ' | 65,000 |
Repayment of mandatorily redeemable convertible preferred units | ' | -65,000 |
Proceeds from sale of common stock, net of initial public offering expenses of $6.4 million | ' | 213,587 |
Deferred financing costs | -26,142 | -7,562 |
Acquisition of treasury stock | -605 | ' |
Net cash provided by financing activities | 885,403 | 187,525 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,075 | -2,670 |
Cash and cash equivalents, beginning of period | 18,878 | 7,344 |
Cash and cash equivalents, end of period | 24,953 | 4,674 |
SUPPLEMENTAL INFORMATION: | ' | ' |
Non-cash transactions - investments in property and equipment accrued - not paid | 100,500 | 90,614 |
Cash paid for interest, net of capitalized interest of $24.6 million and $3.2 million, respectively | $11,671 | $3,176 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ' | ' |
Initial public offering expenses | ' | $6.40 |
Capitalized interest | $24.60 | $3.20 |
Organization_and_Business
Organization and Business | 9 Months Ended |
Sep. 30, 2013 | |
Organization and Business | ' |
Organization and Business | ' |
1. Organization and Business | |
Midstates Petroleum Company, Inc., through its wholly owned subsidiary Midstates Petroleum Company LLC, engages in the business of drilling for, and production of, oil, natural gas liquids and natural gas. Midstates Petroleum Company, Inc. was incorporated pursuant to the laws of the State of Delaware on October 25, 2011 to become a holding company for Midstates Petroleum Company LLC (“Midstates Sub”), which was previously a wholly owned subsidiary of Midstates Petroleum Holdings LLC (“Holdings LLC”). Pursuant to the terms of a corporate reorganization that was completed in connection with the closing of Midstates Petroleum Company, Inc.’s initial public offering on April 25, 2012, all of the interests in Midstates Petroleum Holdings LLC were exchanged for newly issued common shares of Midstates Petroleum Company, Inc., and as a result, Midstates Petroleum Company LLC became a wholly owned subsidiary of Midstates Petroleum Company, Inc. and Midstates Petroleum Holdings LLC ceased to exist as a separate entity. The terms “the Company,” “we,” “us,” “our,” and similar terms when used in the present tense, prospectively or for historical periods since April 25, 2012, refer to Midstates Petroleum Company, Inc. and its subsidiary, and for historical periods prior to April 25, 2012, refer to Midstates Petroleum Holdings LLC and its subsidiary, unless the context indicates otherwise. The term “Holdings LLC” refers solely to Midstates Petroleum Holdings LLC prior to the corporate reorganization. | |
On October 1, 2012, the Company closed on the acquisition of all of Eagle Energy Production, LLC’s producing properties as well as its developed and undeveloped acreage primarily in the Mississippian Lime liquids play in Oklahoma and Kansas for $325 million in cash and 325,000 shares of the Company’s Series A Preferred Stock with an initial liquidation preference value of $1,000 per share (the “Eagle Property Acquisition”). The Company funded the cash portion of the Eagle Property Acquisition purchase price with a portion of the net proceeds from the private placement of $600 million in aggregate principal amount of 10.75% senior unsecured notes due 2020, which also closed on October 1, 2012. | |
On May 31, 2013, the Company closed on the acquisition of producing properties and undeveloped acreage in the Anadarko Basin in Texas and Oklahoma from Panther Energy Company, LLC and its partners for approximately $618 million in cash (the “Anadarko Basin Acquisition”). The Company funded the purchase price with a portion of the net proceeds from the private placement of $700 million in aggregate principal amount of 9.25% senior unsecured notes due 2021, which also closed on May 31, 2013. | |
Subsequent to the closing of the Eagle Property Acquisition and the Anadarko Basin Acquisition, the Company has oil and gas operations and properties in Louisiana, Oklahoma, Texas and Kansas. At September 30, 2013, the Company operated oil and natural gas properties as one reportable segment engaged in the exploration, development and production of oil, natural gas liquids and natural gas. The Company’s management evaluated performance based on one reportable segment as there were not significantly different economic or operational environments within its oil and natural gas properties. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Summary of Significant Accounting Policies | ' | |||||||
Summary of Significant Accounting Policies | ' | |||||||
2. Summary of Significant Accounting Policies | ||||||||
Basis of Presentation | ||||||||
These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 21, 2013. | ||||||||
All intercompany transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying condensed consolidated financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. | ||||||||
Recent Accounting Pronouncements | ||||||||
The Company reviewed recently issued accounting pronouncements that became effective during the nine months ended September 30, 2013, and determined that none would have a material impact on the Company’s condensed consolidated financial statements with the exception of the adoption of ASU 2011-11, “Disclosures About Offsetting Assets and Liabilities”, which the Company adopted on January 1, 2013 and applies to the disclosures regarding commodity derivative contracts discussed in Note 4. | ||||||||
Correction of the 2012 Net Deferred Tax Liability | ||||||||
In the third quarter of 2013, the Company determined that its 2012 accounting for the tax impacts of the merger of certain entities that occurred in connection with the Company’s initial public offering was in error. The Company identified that certain tax attributes acquired from the merged entities were not properly identified. Because the tax attributes were acquired as a result of a merger of entities under common control, the impacts of these tax attributes should have been recorded through equity at the time the Company became a taxable entity. | ||||||||
To correct the 2012 tax error, the Company has restated the accompanying Condensed Consolidated Balance Sheet as of December 31, 2012. There was no impact to the Condensed Consolidated Statement of Operations for the year ended December 31, 2012, the three and nine months ended September 30, 2012, or the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2012. The impact of the correction is shown in the table below (in thousands): | ||||||||
December 31, 2012 | ||||||||
Balance Sheet | As Previously | As Restated | ||||||
Reported | ||||||||
Deferred income taxes | $ | 190,625 | $ | 156,737 | ||||
Total long-term liabilities | 905,002 | 871,114 | ||||||
Additional paid-in-capital | 830,003 | 863,891 | ||||||
Total stockholders’ equity | 643,581 | 677,469 | ||||||
Fair_Value_Measurements_of_Fin
Fair Value Measurements of Financial Instruments | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Measurements of Financial Instruments | ' | |||||||||||||
Fair Value Measurements of Financial Instruments | ' | |||||||||||||
3. Fair Value Measurements of Financial Instruments | ||||||||||||||
The Company uses a valuation framework based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources; whereas, unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. These two types of inputs are further divided into the following fair value input hierarchy: | ||||||||||||||
· Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. | ||||||||||||||
· Level 2 — Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are commodity derivative contracts with fair values based on inputs from actively quoted markets. The Company uses a discounted cash flow approach to estimate the fair values of its commodity derivative contracts, utilizing commodity futures price strips for the underlying commodities provided by a reputable third-party. The Company also factors the credit standing of its derivative contract counterparties into the valuation to account for the possible risk of nonperformance. | ||||||||||||||
· Level 3 — Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. | ||||||||||||||
Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’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. | ||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||
Derivative Instruments | ||||||||||||||
Commodity derivative contracts reflected in the condensed consolidated balance sheets are recorded at estimated fair value. At September 30, 2013 and December 31, 2012, all of the Company’s commodity derivative contracts were with nine and five bank counterparties, respectively, and were classified as Level 2. | ||||||||||||||
Derivative instruments listed below are presented gross and include collars and swaps that are carried at fair value. The Company records the net change in the fair value of these positions in “Gains (losses) on commodity derivative contracts — net” in the Company’s unaudited condensed consolidated statements of operations. See Note 4 for additional information on the Company’s derivative instruments and balance sheet presentation. | ||||||||||||||
Fair Value Measurements at September 30, 2013 | ||||||||||||||
Quoted Prices in Active | Significant Other | Significant Unobservable | Total | |||||||||||
Markets | Observable Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
(in thousands) | ||||||||||||||
Assets: | ||||||||||||||
Commodity derivative oil swaps | $ | — | $ | 4,432 | $ | — | $ | 4,432 | ||||||
Commodity derivative NGL swaps | — | 1,345 | — | 1,345 | ||||||||||
Commodity derivative gas swaps | — | 4,294 | — | 4,294 | ||||||||||
Commodity derivative oil collars | — | 68 | — | 68 | ||||||||||
Commodity derivative gas collars | — | 1,349 | — | 1,349 | ||||||||||
Commodity derivative differential swaps | — | 1,254 | — | 1,254 | ||||||||||
Total assets | $ | — | $ | 12,742 | $ | — | $ | 12,742 | ||||||
Liabilities: | ||||||||||||||
Commodity derivative oil swaps | $ | — | $ | 43,079 | $ | — | $ | 43,079 | ||||||
Commodity derivative NGL swaps | — | 54 | — | 54 | ||||||||||
Commodity derivative oil collars | — | 496 | — | 496 | ||||||||||
Commodity derivative gas collars | — | 21 | — | 21 | ||||||||||
Commodity derivative differential swaps | — | 202 | — | 202 | ||||||||||
Total liabilities | $ | — | $ | 43,852 | $ | — | $ | 43,852 | ||||||
Fair Value Measurements at December 31, 2012 | ||||||||||||||
Quoted Prices in Active | Significant Other | Significant Unobservable | Total | |||||||||||
Markets | Observable Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
(in thousands) | ||||||||||||||
Assets: | ||||||||||||||
Commodity derivative oil swaps | $ | — | $ | 16,133 | $ | — | $ | 16,133 | ||||||
Commodity derivative NGL swaps | — | 2,353 | — | 2,353 | ||||||||||
Commodity derivative oil collars | — | 428 | — | 428 | ||||||||||
Commodity derivative gas collars | — | 2,026 | — | 2,026 | ||||||||||
Commodity derivative differential swaps | — | 2,661 | — | 2,661 | ||||||||||
Total assets | $ | — | $ | 23,601 | $ | — | $ | 23,601 | ||||||
Liabilities: | ||||||||||||||
Commodity derivative oil swaps | $ | — | $ | 15,091 | $ | — | $ | 15,091 | ||||||
Commodity derivative NGL swaps | — | 458 | — | 458 | ||||||||||
Commodity derivative oil collars | — | 287 | — | 287 | ||||||||||
Commodity derivative gas collars | — | 185 | — | 185 | ||||||||||
Commodity derivative differential swaps | — | 11,693 | — | 11,693 | ||||||||||
Total liabilities | $ | — | $ | 27,714 | $ | — | $ | 27,714 |
Risk_Management_and_Derivative
Risk Management and Derivative Instruments | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Risk Management and Derivative Instruments | ' | |||||||||||||
Risk Management and Derivative Instruments | ' | |||||||||||||
4. Risk Management and Derivative Instruments | ||||||||||||||
The Company’s production is exposed to fluctuations in crude oil, NGL and natural gas prices. The Company believes it is prudent to manage the variability in cash flows by entering into derivative financial instruments to economically hedge a portion of its crude oil, NGL and natural gas production. The Company utilizes various types of derivative financial instruments, including swaps and collars, to reduce fluctuations in cash flows resulting from changes in commodity prices. These derivative contracts are placed with major financial institutions that the Company believes are minimal credit risks. The oil, NGL and natural gas reference prices, upon which the commodity derivative contracts are based, reflect various market indices that management believes have a high degree of historical correlation with actual prices received by the Company for its crude oil, NGL and natural gas production. | ||||||||||||||
Inherent in the Company’s portfolio of commodity derivative contracts are certain business risks, including market risk and credit risk. Market risk is the risk that the price of the commodity will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by the Company’s counterparty to a contract. The Company does not require collateral from its counterparties but does attempt to minimize its credit risk associated with derivative instruments by entering into derivative instruments only with counterparties that are large financial institutions, which management believes present minimal credit risk. In addition, to mitigate its risk of loss due to default, the Company has entered into agreements with its counterparties on its derivative instruments that allow the Company to offset its asset position with its liability position in the event of default by the counterparty. Due to the netting arrangements, had the Company’s counterparties failed to perform under existing commodity derivative contracts, the maximum loss at September 30, 2013 would have been approximately $4.1 million. | ||||||||||||||
Commodity Derivative Contracts | ||||||||||||||
As of September 30, 2013, the Company had the following open commodity derivative contract positions: | ||||||||||||||
Hedged | Weighted-Average | |||||||||||||
Volume | Fixed Price | |||||||||||||
Oil (Bbls): | ||||||||||||||
WTI Swaps — 2013 | 1,086,120 | $ | 94.32 | |||||||||||
WTI Swaps — 2014 | 4,344,450 | $ | 88.76 | |||||||||||
WTI Swaps — 2015 | 1,820,000 | $ | 86.55 | |||||||||||
WTI Collars — 2013 | 50,751 | $ | 85.27 | - | $ | 100.7 | ||||||||
WTI Collars — 2014 | 164,400 | $ | 88.49 | - | $ | 97.94 | ||||||||
WTI to LLS Basis Differential Swaps — 2013 (1) | 330,760 | $ | 5.8 | |||||||||||
WTI to LLS Basis Differential Swaps — 2014 (1) | 501,000 | $ | 5.35 | |||||||||||
Natural Gas (Mmbtu): | ||||||||||||||
Swaps — 2013 (2) | 3,680,000 | $ | 4.09 | |||||||||||
Swaps — 2014 | 9,125,000 | $ | 4.23 | |||||||||||
Collars — 2013 | 558,249 | $ | 3.68 | - | $ | 4.91 | ||||||||
Collars — 2014 | 1,685,004 | $ | 3.99 | - | $ | 5.09 | ||||||||
NGL (Bbls): | ||||||||||||||
NGL Swaps — 2013 | 64,500 | $ | 63.42 | |||||||||||
NGL Swaps — 2014 | 151,500 | $ | 62.16 | |||||||||||
(1) The Company enters into swap arrangements intended to fix the positive differential between the Louisiana Light Sweet (“LLS”) pricing and West Texas Intermediate (“NYMEX WTI”) pricing. | ||||||||||||||
(2) Includes 1,240,000 Mmbtu that priced in the third quarter of 2013, but have yet to be cash settled as of September 30, 2013. | ||||||||||||||
Balance Sheet Presentation | ||||||||||||||
The following table summarizes the gross fair values of derivative instruments by the appropriate balance sheet classification, even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the Company’s unaudited condensed consolidated balance sheets at September 30, 2013 and December 31, 2012, respectively (in thousands): | ||||||||||||||
Type | Balance Sheet Location (1) | September 30, 2013 | December 31, 2012 | |||||||||||
Oil Swaps | Derivative financial instruments — Current Assets | $ | 4,405 | $ | 16,004 | |||||||||
Oil Swaps | Derivative financial instruments — Non-Current Assets | 27 | 129 | |||||||||||
Oil Swaps | Derivative financial instruments — Current Liabilities | (35,941 | ) | (11,485 | ) | |||||||||
Oil Swaps | Derivative financial instruments — Non-Current Liabilities | (7,138 | ) | (3,606 | ) | |||||||||
NGL Swaps | Derivative financial instruments — Current Assets | 1,345 | 1,624 | |||||||||||
NGL Swaps | Derivative financial instruments — Non-Current Assets | — | 729 | |||||||||||
NGL Swaps | Derivative financial instruments — Current Liabilities | (54 | ) | (336 | ) | |||||||||
NGL Swaps | Derivative financial instruments — Non-Current Liabilities | — | (122 | ) | ||||||||||
Gas Swaps | Derivative financial instruments — Current Assets | 3,746 | — | |||||||||||
Gas Swaps | Derivative financial instruments — Non-Current Assets | 548 | — | |||||||||||
Oil Collars | Derivative financial instruments — Current Assets | 28 | 221 | |||||||||||
Oil Collars | Derivative financial instruments — Non-Current Assets | 40 | 207 | |||||||||||
Oil Collars | Derivative financial instruments — Current Liabilities | (460 | ) | (238 | ) | |||||||||
Oil Collars | Derivative financial instruments — Non-Current Liabilities | (36 | ) | (49 | ) | |||||||||
Gas Collars | Derivative financial instruments — Current Assets | 1,308 | 1,129 | |||||||||||
Gas Collars | Derivative financial instruments — Non-Current Assets | 41 | 897 | |||||||||||
Gas Collars | Derivative financial instruments — Current Liabilities | (18 | ) | (112 | ) | |||||||||
Gas Collars | Derivative financial instruments — Non-Current Liabilities | (3 | ) | (73 | ) | |||||||||
Basis Differential Swaps | Derivative financial instruments — Current Assets | 1,163 | 2,625 | |||||||||||
Basis Differential Swaps | Derivative financial instruments — Non-Current Assets | 91 | 36 | |||||||||||
Basis Differential Swaps | Derivative financial instruments — Current Liabilities | (202 | ) | (11,319 | ) | |||||||||
Basis Differential Swaps | Derivative financial instruments — Non-Current Liabilities | — | (374 | ) | ||||||||||
Total | $ | (31,110 | ) | $ | (4,113 | ) | ||||||||
(1) The fair values of commodity derivative instruments reported in the Company’s condensed consolidated balance sheets are subject to netting arrangements and qualify for net presentation. The following table summarizes the location and fair value amounts of all derivative instruments in the unaudited condensed consolidated balance sheets, as well as the gross recognized derivative assets, liabilities and amounts offset in the unaudited condensed consolidated balance sheets at September 30, 2013 and December 31, 2012, respectively (in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Not Designated as ASC 815 Hedges: | Balance Sheet Classification | Gross Recognized | Gross Amounts | Net Recognized Fair | ||||||||||
Assets/ | Offset | Value Assets/ | ||||||||||||
Liabilities | Liabilities | |||||||||||||
Derivative assets: | ||||||||||||||
Commodity contracts | Derivative financial instruments - current | $ | 11,995 | $ | 8,212 | $ | 3,783 | |||||||
Commodity contracts | Derivative financial instruments - noncurrent | 747 | 447 | 300 | ||||||||||
$ | 12,742 | $ | 8,659 | $ | 4,083 | |||||||||
Derivative liabilities: | ||||||||||||||
Commodity contracts | Derivative financial instruments - current | $ | 36,675 | $ | 8,212 | $ | 28,463 | |||||||
Commodity contracts | Derivative financial instruments - noncurrent | 7,177 | 447 | 6,730 | ||||||||||
$ | 43,852 | $ | 8,659 | $ | 35,193 | |||||||||
December 31, 2012 | ||||||||||||||
Not Designated as ASC 815 Hedges: | Balance Sheet Classification | Gross Recognized | Gross Amounts | Net Recognized Fair | ||||||||||
Assets/ | Offset | Value Assets/ | ||||||||||||
Liabilities | Liabilities | |||||||||||||
Derivative assets: | ||||||||||||||
Commodity contracts | Derivative financial instruments - current | $ | 21,603 | $ | 15,908 | $ | 5,695 | |||||||
Commodity contracts | Derivative financial instruments - noncurrent | 1,998 | 281 | 1,717 | ||||||||||
$ | 23,601 | $ | 16,189 | $ | 7,412 | |||||||||
Derivative liabilities: | ||||||||||||||
Commodity contracts | Derivative financial instruments - current | $ | 23,490 | $ | 15,908 | $ | 7,582 | |||||||
Commodity contracts | Derivative financial instruments - noncurrent | 4,224 | 281 | 3,943 | ||||||||||
$ | 27,714 | $ | 16,189 | $ | 11,525 | |||||||||
Gains (losses) on Commodity Derivative Contracts | ||||||||||||||
The Company does not designate its commodity derivative contracts as hedging instruments for financial reporting purposes. Accordingly, commodity derivative contracts are marked-to-market each quarter with the change in fair value during the periodic reporting period recognized currently as a gain or loss in “Losses on commodity derivative contracts - net” within revenues in the unaudited condensed consolidated statements of operations. Realized gains and losses represent the actual settlements under commodity derivative contracts that require making a payment to or receiving a payment from the counterparty, as well as any deferred premiums payable to the counterparty upon contract settlement. During the three and nine months ended September 30, 2012, the Company paid deferred premiums of $0.8 million and $2.5 million related to put options covering a total of 138,000 and 411,000 barrels of crude oil, respectively. | ||||||||||||||
The following table presents realized net losses and unrealized net (losses) gains recorded by the Company related to the change in fair value of the derivative instruments in “Gains (losses) on commodity derivative contracts — net” for the periods presented: | ||||||||||||||
For the Three Months | For the Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Realized net losses | $ | (9,927 | ) | $ | (4,160 | ) | $ | (16,002 | ) | $ | (15,840 | ) | ||
Unrealized net (losses) gains | (35,369 | ) | (29,566 | ) | (26,997 | ) | 5,591 | |||||||
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Property and Equipment | ' | |||||||||||||
Property and Equipment | ' | |||||||||||||
5. Property and Equipment | ||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||
(in thousands) | ||||||||||||||
Oil and gas properties, on the basis of full-cost accounting: | ||||||||||||||
Proved properties | $ | 2,488,680 | $ | 1,522,723 | ||||||||||
Unevaluated properties | 425,742 | 313,941 | ||||||||||||
Other property and equipment | 10,029 | 5,038 | ||||||||||||
Less accumulated depreciation, depletion, and amortization | (443,852 | ) | (274,294 | ) | ||||||||||
Net property and equipment | $ | 2,480,599 | $ | 1,567,408 | ||||||||||
Oil and Gas Properties | ||||||||||||||
For the three and nine months ended September 30, 2013, the Company capitalized $2.9 million and $6.2 million, respectively, of internal costs directly related to exploration and development activities to oil and gas properties. Note that these amounts are inclusive of $0.5 million and $1.1 million of qualifying share based compensation expense (as discussed in Note 10) for the three and nine months ended September 30, 2013, respectively. | ||||||||||||||
For the three and nine months ended September 30, 2012, the Company capitalized $0.5 million and $0.9 million, respectively, of internal costs to oil and gas properties. Note that these amounts are inclusive of $0.1 million and $0.1 million of qualifying share based compensation expense (as discussed in Note 10) for the three and nine months ended September 30, 2012, respectively. | ||||||||||||||
The Company accounts for its oil and gas properties under the full cost method. Under the full cost method, proceeds from the sale or disposition of oil and gas properties are accounted for as a reduction to capitalized costs unless a significant portion of the Company’s reserve quantities are sold that results in a significant alteration of the relationship between capitalized costs and remaining proved reserves, in which case a gain or loss is generally recognized in income. | ||||||||||||||
The Company performs a ceiling test on a quarterly basis. The test establishes a limit (ceiling) on the book value of oil and gas properties. The capitalized costs of oil and gas properties, net of accumulated DD&A and the related deferred income taxes, may not exceed this “ceiling.” The ceiling limitation is equal to the sum of: (i) the present value of estimated future net revenues from the projected production of proved oil and gas reserves, excluding future cash outflows associated with settling asset retirement obligations (“ARO”) accrued on the balance sheet, calculated using the average oil and natural gas sales price received by the Company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) and a discount factor of 10%; (ii) the cost of unproved and unevaluated properties excluded from the costs being amortized; (iii) the lower of cost or estimated fair value of unproved properties included in the costs being amortized; and (iv) related income tax effects. If capitalized costs exceed this ceiling, the excess is charged to expense in the accompanying consolidated statements of operations. | ||||||||||||||
At September 30, 2013 and 2012, capitalized costs did not exceed the ceiling, and no impairment to oil and gas properties was required; however, the Company’s ceiling test calculation at September 30, 2013 indicated the Company’s capitalized costs were within 5% of the ceiling. | ||||||||||||||
Depreciation, depletion and amortization is calculated using the Units of Production Method (“UOP”). The UOP calculation multiplies the percentage of estimated proved reserves produced by the cost of those reserves. The result is to recognize expense at the same pace that the reservoirs are estimated to be depleting. The amortization base in the UOP calculation includes the sum of proved property costs net of accumulated depreciation, depletion and amortization (“DD&A”), estimated future development costs (future costs to access and develop proved reserves) and asset retirement costs that are not already included in oil and gas property, less related salvage value. The following table presents depletion expense related to oil and gas properties for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||
For the Three Months | For the Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Depletion expense (in thousands) | $ | 74,345 | $ | 30,571 | $ | 168,190 | $ | 86,303 | ||||||
Depletion expense (per Boe) | $ | 28.39 | $ | 40.6 | $ | 28.68 | $ | 38.79 | ||||||
Oil and gas unevaluated properties and properties under development include costs that are not being depleted or amortized. These costs represent investments in unproved properties. The Company excludes these costs until proved reserves are found, until it is determined that the costs are impaired or until major development projects are placed in service, at which time the costs are moved into oil and natural gas properties subject to amortization. All unproved property costs are reviewed at least quarterly to determine if impairment has occurred. Unevaluated property was $425.7 million at September 30, 2013 compared to $313.9 million at December 31, 2012, increasing primarily due to the Anadarko Basin Acquisition which is discussed further below. | ||||||||||||||
Other Property and Equipment | ||||||||||||||
Other property and equipment consists of vehicles, furniture and fixtures, and computer hardware and software and are carried at cost. Depreciation is calculated principally using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. Maintenance and repairs are charged to expense as incurred, while renewals and betterments are capitalized. | ||||||||||||||
Eagle Property Acquisition—October 2012 | ||||||||||||||
On October 1, 2012, the Company closed on the Eagle Property Acquisition. The assets acquired include certain interests in producing oil and natural gas assets and unevaluated leasehold acreage in Oklahoma and Kansas and related hedging instruments. The Company’s results from operations include the results from the properties acquired in the Eagle Property Acquisition beginning October 1, 2012. The fair value of, and the allocation to, the assets acquired and liabilities assumed in the Eagle Property Acquisition, has been finalized and is shown in the following table (in thousands): | ||||||||||||||
Eagle Property | ||||||||||||||
Acquisition | ||||||||||||||
Oil and gas properties: | ||||||||||||||
Proved | $ | 419,549 | ||||||||||||
Unevaluated | 244,236 | |||||||||||||
Commodity derivative contracts | 8,453 | |||||||||||||
Total assets acquired | $ | 672,238 | ||||||||||||
Asset retirement obligations | 2,662 | |||||||||||||
Deferred income tax liabilities | 25,985 | |||||||||||||
Commodity derivative contracts | — | |||||||||||||
Total liabilities assumed | $ | 28,647 | ||||||||||||
Net assets acquired | $ | 643,591 | ||||||||||||
The finalized balances in the table above include immaterial changes to the amounts originally allocated to oil and gas properties and deferred income tax liabilities. These changes were required to reflect the final consideration paid after adjustment for certain post-closing purchase price amounts. | ||||||||||||||
Anadarko Basin Acquisition—May 2013 | ||||||||||||||
On May 31, 2013, the Company closed on the acquisition of producing properties and undeveloped acreage in the Anadarko Basin in Texas and Oklahoma from Panther Energy Company, LLC and its partners for approximately $618 million in cash (before customary post-closing adjustments). The Company funded the purchase price of the Anadarko Basin Acquisition with a portion of the net proceeds from the private placement of $700 million in aggregate principal amount of 9.25% senior unsecured notes due 2021, which also closed on May 31, 2013. | ||||||||||||||
The transaction was accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The final determination of fair value for certain assets and liabilities remains preliminary and will be completed after post-closing purchase price adjustments are finalized no later than one year from the acquisition date. | ||||||||||||||
Since June 30, 2013 the Company has recorded adjustments to the purchase price to reduce the amounts allocated to proved and unproved properties by $1.0 million and $0.4 million, respectively. The following table reflects the adjusted allocation as of September 30, 2013 (in thousands): | ||||||||||||||
Anadarko Basin | ||||||||||||||
Acquisition | ||||||||||||||
Oil and gas properties | ||||||||||||||
Proved | $ | 416,239 | ||||||||||||
Unevaluated | 206,989 | |||||||||||||
Total assets acquired | $ | 623,228 | ||||||||||||
Asset retirement obligations | 6,296 | |||||||||||||
Total liabilities assumed | $ | 6,296 | ||||||||||||
Net assets acquired | $ | 616,932 | ||||||||||||
Actual and Pro Forma Information | ||||||||||||||
Revenues attributable to the Eagle Property Acquisition and Anadarko Basin Acquisition included in the Company’s consolidated statements of operations for the three months ended September 30, 2013 were $69.3 million and $45.6 million, respectively. Revenues attributable to the Eagle Property Acquisition and Anadarko Basin Acquisition included in the Company’s unaudited condensed consolidated statements of operations for the nine months ended September 30, 2013 were $152.5 million and $59.8 million, respectively. | ||||||||||||||
The following table presents unaudited pro forma information for the Company as if the Eagle Property Acquisition and the Anadarko Basin Acquisition occurred on January 1, 2012 (the three and nine month periods ended September 30, 2013 are adjusted for the Anadarko Basin Acquisition only, as the effect of the Eagle Property Acquisition is included in the Company’s historical results for these periods, and the effect of the Anadarko Basin Acquisition was not included in the Company’s results until May 31, 2013): | ||||||||||||||
For the Three | For the Nine | For the Nine | ||||||||||||
Months Ended | Months Ended | Months Ended | ||||||||||||
September 30, | September 30, | September 30, | ||||||||||||
2012 | 2013 | 2012 | ||||||||||||
Revenues and other | $ | 85,606 | $ | 378,591 | $ | 360,913 | ||||||||
Net income (loss) | (15,790 | ) | (21,401 | ) | (136,656 | ) | ||||||||
Preferred stock dividends | (6,500 | ) | (9,254 | ) | (19,500 | ) | ||||||||
Income (loss) available to common shareholders | $ | (22,290 | ) | $ | (30,655 | ) | $ | (156,156 | ) | |||||
Net loss per common share - basic | $ | (0.34 | ) | $ | (0.47 | ) | $ | (2.69 | ) | |||||
Net loss per common share - diluted | $ | (0.34 | ) | $ | (0.47 | ) | $ | (2.69 | ) | |||||
The historical financial information was adjusted to give effect to the pro forma events that were directly attributable to the Eagle Property Acquisition and the Anadarko Basin Acquisition and are factually supportable. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisitions been completed on January 1, 2012. In addition, the unaudited pro forma consolidated results do not purport to project the future results of operations for the combined Company. |
Other_Noncurrent_Assets
Other Noncurrent Assets | 9 Months Ended |
Sep. 30, 2013 | |
Other Noncurrent Assets | ' |
Other Noncurrent Assets | ' |
6. Other Noncurrent Assets | |
At September 30, 2013, other noncurrent assets consisted of $47.2 million in deferred financing costs, $10.5 million in field inventory, and $0.2 million in other noncurrent assets. | |
At December 31, 2012, other noncurrent assets consisted of $25.2 million in deferred financing costs and $0.2 million in other noncurrent assets. |
Asset_Retirement_Obligations
Asset Retirement Obligations | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Asset Retirement Obligations | ' | ||||
Asset Retirement Obligations | ' | ||||
7. Asset Retirement Obligations | |||||
AROs represent the future abandonment costs of tangible assets, such as wells, service assets and other facilities. The fair value of the ARO at inception is capitalized as part of the carrying amount of the related long-lived assets. AROs approximated $23.2 million and $15.2 million as of September 30, 2013 and December 31, 2012, respectively, and the liability has been accreted to its present value as of September 30, 2013 and December 31, 2012. The Company evaluated its wells and determined a range of abandonment dates through 2071. | |||||
The following table reflects the changes in the Company’s AROs for the nine months ended September 30, 2013 (in thousands): | |||||
Asset retirement obligations at January 1, 2013 | $ | 15,245 | |||
Liabilities incurred | 710 | ||||
Liabilities assumed in Anadarko Basin Acquisition | 6,296 | ||||
Revisions | — | ||||
Liabilities settled | (61 | ) | |||
Current period accretion expense | 988 | ||||
Asset retirement obligations at September 30, 2013 | $ | 23,178 |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2013 | |
Accrued Liabilities | ' |
Accrued Liabilities | ' |
8. Accrued Liabilities | |
Accrued liabilities at September 30, 2013 consisted of $69.3 million in oil and gas capital expenditures, $53.8 million in accrued interest, $45.0 million in accrued revenue and royalty distributions, $9.5 million in accrued taxes, and $21.1 million in other accrued liabilities. | |
Accrued liabilities at December 31, 2012 consisted of $69.0 million in oil and gas capital expenditures, $16.2 million in accrued interest and $13.4 million in other accrued liabilities. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ' | |||||||
9. Long-Term Debt | ||||||||
The Company’s long-term debt as of September 30, 2013 and December 31, 2012 is as follows (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Revolving credit facility, due 2018 | $ | 306,150 | $ | 94,000 | ||||
Senior notes, due 2020 | 600,000 | 600,000 | ||||||
Senior notes, due 2021 | 700,000 | — | ||||||
Long-term debt | $ | 1,606,150 | $ | 694,000 | ||||
Reserve-based Credit Facility | ||||||||
As of September 30, 2013, the Company’s credit facility consisted of a $750 million senior revolving credit facility (the “Credit Facility”) with a borrowing base of $500 million, as recently redetermined on September 26, 2013, when the borrowing base was increased from $425 million. At September 30, 2013, outstanding letters of credit obligations total $0.2 million. | ||||||||
The Credit Facility matures on May 31, 2018 and borrowings thereunder are secured by substantially all of the Company’s oil and natural gas properties and currently bear interest at LIBOR plus an applicable margin, depending upon the Company’s borrowing base utilization, between 1.75% and 2.75% per annum. At September 30, 2013 and December 31, 2012, the weighted average interest rate was 2.5% and 2.9%, respectively. | ||||||||
In addition to interest expense, the Credit Facility requires the payment of a commitment fee each quarter. The commitment fee is computed at the rate of either 0.375% or 0.50% per annum based on the average daily amount by which the borrowing base exceeds the outstanding borrowings during each quarter. | ||||||||
The borrowing base under the Credit Facility is subject to semiannual redeterminations in April and October and up to one additional time per six month period following each scheduled borrowing base redetermination, as may be requested by the Company or the administrative agent, acting on behalf of lenders holding at least two-thirds of the outstanding loans and other obligations. The next scheduled borrowing base redetermination date is April 1, 2014. | ||||||||
Under the terms of the Credit Facility, the Company is required to repay the amount by which the principal balance of its outstanding loans and its letter of credit obligations exceed its redetermined borrowing base. The Company is permitted to make such repayment in six equal successive monthly payments commencing 30 days following the administrative agent’s notice regarding such borrowing base reduction. | ||||||||
On September 26, 2013, the Company entered into the Assignment and Fourth Amendment to the Second Amended and Restated Credit Agreement among the Company, as parent, Midstates Sub, as borrower, SunTrust Bank as administrative agent, and the other lenders and parties party thereto (the “Fourth Amendment”). | ||||||||
The Fourth Amendment amended the Credit Facility to provide that the Company’s ratio of total net indebtedness to EBITDA for the trailing four fiscal quarter period ending on the last day of such fiscal quarter cannot exceed (i) 4.75:1.0, for the fiscal quarters ending September 30, 2013, December 31, 2013 and March 31, 2014, (ii) 4.50:1.0, for the fiscal quarters ending June 30, 2014, (iii) 4.25:1.0, for the fiscal quarters ending September 30, 2014 and December 31, 2014, and (iv) 4.00:1.0, for the fiscal quarter ending March 31, 2015 and each fiscal quarter thereafter. The Company also agreed to pay a one-time fee of 0.50% to each lender on the portion of their commitment to the borrowing base under the Fourth Amendment in excess of their commitment prior to the Fourth Amendment, and a one-time fee of 0.10% to each lender on the lesser of such lenders commitment immediately prior to, or after giving effect to, the Fourth Amendment. | ||||||||
The Credit Facility contains financial covenants, in addition to the maximum ratio of debt to EBITDA discussed above, which, among other things, set a minimum current ratio (as defined therein) of not less than 1.0 to 1.0 and various other standard affirmative and negative covenants including, but not limited to, restrictions on the Company’s ability to make any dividends, distributions or redemptions. | ||||||||
As of September 30, 2013, the Company was in compliance with the minimum current ratio and the ratio of debt to EBITDA covenants as set forth in the Credit Facility. The Company’s current ratio at September 30, 2013 was 1.5 to 1.0. At September 30, 2013, the Company’s ratio of debt to EBITDA was 4.4 to 1.0. | ||||||||
Based upon the recent amendments to the Credit Facility, the Company believes its carrying amount at September 30, 2013 approximates its fair value (Level 2) due to the variable nature of the applicable interest rate and current financing terms available to the Company. | ||||||||
2020 Senior Notes | ||||||||
On October 1, 2012, the Company issued $600 million in aggregate principal amount of 10.75% senior notes due 2020 (the “2020 Outstanding Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). On October 29, 2013, substantially all of the 2020 Outstanding Notes were exchanged for an equal principal amount of registered 10.75% senior subordinated notes due 2020 pursuant to an effective registration statement on Form S-4 filed on August 30, 2013 under the Securities Act (the “2020 Exchange Notes”). The 2020 Exchange Notes are identical to the 2020 Outstanding Notes except that the 2020 Exchange Notes are registered under the Securities Act and do not have restrictions on transfer, registration rights or provisions for additional interest. As used in this Form 10-Q, the term “2020 Senior Notes” refers to both the 2020 Outstanding Notes and the 2020 Exchange Notes. The 2020 Senior Notes were co-issued on a joint and several basis by the Company and its wholly owned subsidiary, Midstates Sub. The Company does not have any operations or independent assets other than its 100% ownership interest in Midstates Sub and there are no other subsidiaries of the Company. The 2020 Senior Notes Indenture does not create any restricted assets within Midstates Sub, nor does it impose any significant restrictions on the ability of Midstates Sub to pay dividends or make loans to the Company or limit the ability of the Company to advance loans to Midstates Sub. | ||||||||
At any time prior to October 1, 2015, the Company may, under certain circumstances, redeem up to 35% of the aggregate principal amount of the 2020 Senior Notes with the net proceeds of a public or private equity offering at a redemption price of 110.75% of the principal amount of the 2020 Senior Notes, plus any accrued and unpaid interest up to the redemption date. In addition, at any time before October 1, 2016, the Company may redeem all or a part of the 2020 Senior Notes at a redemption price equal to 100% of the principal amount of 2020 Senior Notes redeemed plus the Applicable Premium (as defined in the Indenture) at the redemption date, plus any accrued and unpaid interest and Additional Interest (as defined in the Indenture), if any, up to, the redemption date. On or after October 1, 2016, the Company may redeem all or a part of the 2020 Senior Notes at varying redemption prices (expressed as percentages of principal amount) set forth in the Indenture plus accrued and unpaid interest and Additional Interest (as defined in the Indenture), if any, on the 2020 Senior Notes redeemed, up to, the redemption date. | ||||||||
The Indenture contains covenants that, among other things, restrict the Company’s ability to: (i) incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; (ii) make loans, investments and other restricted payments; (iii) pay dividends on or make other distributions in respect of, or repurchase or redeem, capital stock; (iv) create or incur certain liens; (v) sell, transfer or otherwise dispose of certain assets; (vi) enter into certain types of transactions with the Company’s affiliates; (vii) consolidate, merge or sell substantially all of the Company’s assets; (viii) prepay, redeem or repurchase certain debt; (ix) alter the business the Company conducts and (x) enter into agreements restricting the ability of the Company’s current and any future subsidiaries to pay dividends. | ||||||||
Upon the occurrence of certain change of control events, as defined in the Indenture, each holder of the 2020 Senior Notes will have the right to require that the Company repurchase all or a portion of such holder’s 2020 Senior Notes in cash at a purchase price equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest to the date of repurchase. In connection with the private placement of the 2020 Senior Notes, on October 1, 2012, the Company entered into a registration rights agreement (the “2020 Notes Registration Rights Agreement”) obligating the Company to use reasonable best efforts to file an exchange registration statement with the Securities and Exchange Commission (the “Commission”) so that holders of the 2020 Senior Notes can offer to exchange the 2020 Senior Notes for registered notes having substantially the same terms as the 2020 Senior Notes and evidencing the same indebtedness as the 2020 Senior Notes. | ||||||||
The estimated fair value of the 2020 Senior Notes was $627.0 million as of September 30, 2013 (Level 2 in the fair value measurement hierarchy based on the limited trading volume on the secondary market), based on quoted market prices for these same debt securities. The effective annual interest rate for the 2020 Senior Notes was approximately 11.1% for the three and nine months ended September 30, 2013. | ||||||||
2021 Senior Notes | ||||||||
On May 31, 2013, the Company issued $700 million in aggregate principal amount of 9.25% senior notes due 2021 (the “2021 Outstanding Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. On October 29, 2013, all of the 2021 Outstanding Notes were exchanged for an equal principal amount of registered 9.25% senior subordinated notes due 2021 pursuant to an effective registration statement on Form S-4 filed on August 30, 2013 under the Securities Act (the “2021 Exchange Notes”). The 2021 Exchange Notes are identical to the 2021 Outstanding Notes except that the 2021 Exchange Notes are registered under the Securities Act and do not have restrictions on transfer, registration rights or provisions for additional interest. As used in this Form 10-Q, the term “2021 Senior Notes” refers to both the 2021 Outstanding Notes and the 2021 Exchange Notes. The proceeds from the offering of $700 million (net of the initial purchasers’ discount and related offering expenses) were used to fund the Anadarko Basin Acquisition and the related expenses, to pay the expenses related to an amendment to the Company’s revolving credit facility, to repay $34.3 million in outstanding borrowings under the Company’s Credit Facility, and for general corporate purposes. | ||||||||
The 2021 Senior Notes rank pari passu in right of payment with the 2020 Senior Notes. | ||||||||
The 2021 Senior Notes were co-issued on a joint and several basis by the Company and its wholly owned subsidiary, Midstates Sub. The Company does not have any operations or independent assets other than its 100% ownership interest in Midstates Sub and there are no other subsidiaries of the Company. The 2021 Senior Notes indenture does not create any restricted assets within Midstates Sub, nor does it impose any significant restrictions on the ability of Midstates Sub to pay dividends or make loans to the Company or limit the ability of the Company to advance loans to Midstates Sub. | ||||||||
On or prior to May 31, 2014, the Company may redeem up to $100.0 million of aggregate principal amount of the 2021 Senior Notes with the net cash proceeds from any Equity Offerings (as such term is defined in the 2021 Senior Notes Indenture) at a redemption price equal to 103% of the principal amount plus accrued and unpaid interest. | ||||||||
Prior to June 1, 2016, the Company may, under certain circumstances, redeem up to 35% of the aggregate principal amount of the 2021 Senior Notes (less the amount of 2021 Senior Notes redeemed pursuant to the preceding paragraph) with the net proceeds of any Equity Offerings at a redemption price of 109.25% of the principal amount of the 2021 Senior Notes redeemed, plus any accrued and unpaid interest, if any, up to the redemption date. In addition, at any time before June 1, 2016, the Company may redeem all or a part of the 2021 Senior Notes at a redemption price equal to 100% of the principal amount of the 2021 Senior Notes redeemed plus the Applicable Premium (as defined in the Indenture) at the redemption date, plus any accrued and unpaid interest and Additional Interest (as defined in the 2021 Senior Notes Indenture), if any, up to, the redemption date. On or after October 1, 2016, the Company may redeem all or a part of the 2021 Senior Notes at varying redemption prices (expressed as percentages of principal amount) set forth in the 2021 Senior Notes Indenture plus accrued and unpaid interest and Additional Interest (as defined in the 2021 Senior Notes Indenture), if any, on the 2021 Senior Notes redeemed, up to, the redemption date. | ||||||||
The terms of the covenants and change in control provisions in the 2021 Senior Notes Indenture are substantially identical to those of the 2020 Senior Notes discussed above. Additionally the Company entered into a registration rights agreement (the “2021 Notes Registration Rights Agreement”) with provisions substantially identical to that of the 2020 Notes Registration Rights Agreement. | ||||||||
The estimated fair value of the 2021 Senior Notes was $701.8 million as of September 30, 2013 (Level 2 in the fair value measurement hierarchy based on the limited trading volume on the secondary market), based on quoted market prices for these same debt securities. The effective annual interest rate for the 2021 Senior Notes was approximately 9.4% and 9.5% for the three and nine months ended September 30, 2013, respectively. |
Equity_and_ShareBased_Compensa
Equity and Share-Based Compensation | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Equity and Share-Based Compensation | ' | |||||||||||||
Equity and Share-Based Compensation | ' | |||||||||||||
10. Equity and Share-Based Compensation | ||||||||||||||
Common and Preferred Shares | ||||||||||||||
On April 24, 2012, in connection with the Company’s initial public offering, a corporate reorganization occurred and each common unit of Holdings LLC was converted into approximately 185.5 common shares of the Company and as a result, the Company issued 47,634,353 shares of its common stock to the unitholders of Holdings LLC. | ||||||||||||||
On April 25, 2012, the Company completed its initial public offering of common stock pursuant to a registration statement on Form S-1 (File 333-177966), as amended and declared effective by the SEC on April 19, 2012. Pursuant to the registration statement, the Company registered the offer and sale of 27,600,000 shares of $0.01 par value common stock, which included 6,000,000 shares of common stock sold by the selling shareholders and 3,600,000 shares of common stock sold by the selling shareholders pursuant to an option granted to the underwriters to cover over-allotments. | ||||||||||||||
After the corporate reorganization and the completion of its initial public offering discussed above, the Company is authorized to issue up to a total of 300,000,000 shares of its common stock with a par value of $0.01 per share, and 50,000,000 shares of its preferred stock with a par value of $0.01 per share. Holders of the Company’s common shares are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and to receive ratably in proportion to the shares of common stock held by them any dividends declared from time to time by the board of directors. The common shares have no preferences or rights of conversion, exchange, pre-exemption or other subscription rights. | ||||||||||||||
With respect to preferred shares, the Company is authorized, without further stockholder approval, to establish and issue from time to time one or more classes or series of preferred stock with such powers, preferences, rights, qualifications, limitations and restrictions as determined by its board of directors. | ||||||||||||||
Series A Preferred Stock | ||||||||||||||
In connection with the Eagle Property Acquisition, on September 28, 2012, the Company designated 325,000 shares of Series A Mandatorily Convertible Preferred Stock (the “Series A Preferred Stock”) with an initial liquidation preference of $1,000 per share and an 8% per annum dividend, payable semiannually at the Company’s option in cash or through an increase in the liquidation preference. The Series A Preferred Shares are convertible after October 1, 2013, in whole but not in part and at the option of the holders of a majority of the outstanding shares of Series A Preferred Stock, into a number shares of the Company’s common stock calculated by dividing the then-current liquidation preference by the conversion price of $13.50 per share and, if not previously converted, are mandatorily convertible at September 30, 2015 into shares of the Company’s common stock at a conversion price no greater than $13.50 per share and no less than $11.00 per share, with the ultimate conversion price dependent upon the volume weighted average price of the Company’s common stock during the 15 trading days immediately prior to September 30, 2015. The Series A Preferred Stock was issued on October 1, 2012. | ||||||||||||||
On March 30, 2013, the Company elected to pay the $13 million semi-annual dividend due on that date through an increase in the Series A Preferred Stock liquidation preference to $1,040. As a result, the Company will be obligated to issue between 962,963 and 1,181,818 additional shares of common stock upon conversion of the Series A Preferred Stock, with the ultimate number of shares dependent upon the conversion price then in effect as described above. | ||||||||||||||
On September 30, 2013, the Company elected to pay the $13.5 million semi-annual dividend due on that date through an increase in the Series A Preferred Stock liquidation preference to $1,082. As a result, the Company will be obligated to issue between 1,001,481 and 1,229,091 additional shares of common stock upon conversion of the Series A Preferred Stock, with the ultimate number of shares dependent upon the conversion price then in effect as discussed above. | ||||||||||||||
For the three months ended September 30, 2013, the $2.6 million Series A Preferred Stock dividend was based upon the estimated fair value of 500,741 common shares that would have been issued on the semi-annual dividend due date had the notional dividend amount of $6.8 million been converted into common shares at a conversion price of $13.50 per share. | ||||||||||||||
For the nine months ended September 30, 2013, the $9.3 million Series A Preferred Stock dividend was based upon the estimated fair value of 481,481 and 1,001,481 common shares that would have been issued on the semi-annual dividend dates of March 30, 2013 and September 30, 2013 had the notional dividend amounts of $6.5 million and $13.5 million, respectively, been converted into common shares at a conversion price of $13.50 per share. | ||||||||||||||
Share Activity | ||||||||||||||
The following table summarizes changes in the number of outstanding shares since December 31, 2012: | ||||||||||||||
Number of Shares | ||||||||||||||
Series A | Common Stock | Treasury Stock | ||||||||||||
Preferred Stock | ||||||||||||||
Share count as of December 31, 2012 | 325,000 | 66,619,711 | — | |||||||||||
Grants of restricted stock | — | 2,163,959 | — | |||||||||||
Forfeitures of restricted stock | — | (97,414 | ) | — | ||||||||||
Acquisition of treasury stock | — | — | (107,058 | ) | ||||||||||
Share count as of September 30, 2013 | 325,000 | 68,686,256 | (107,058 | ) | ||||||||||
The Company’s 2012 LTIP (discussed below) allows for the recipients of restricted stock to surrender a portion of their shares upon vesting to satisfy Federal Income Tax (“FIT”) withholding requirements. The Company then remits to the IRS the cash equivalent of the FIT withholding liability. Shares surrendered to the Company in this fashion have been treated as treasury shares acquired at a cost equivalent to the related tax liability. These shares are available for future issuance by the Company. | ||||||||||||||
Incentive Units | ||||||||||||||
At September 30, 2013, 1,596 incentive units were issued and outstanding. These incentive units were issued prior to the Company’s initial public offering. In connection with the corporate reorganization that occurred immediately prior to our initial public offering, these incentive units held in the Company were contributed to FR Midstates Interholding, LP (“FRMI”) in exchange for incentive units in FRMI. Holders of FRMI incentive units will receive, out of proceeds otherwise distributable to FRMI, a percentage interest in the amounts distributed to FRMI in excess of certain multiples of FRMI’s aggregate capital contributions and investment expenses (“FRMI Profits”). Although any future payments to the incentive unit holders will be made out of the proceeds otherwise distributable to FRMI and not by the Company, the Company will be required to record a non-cash compensation charge in the period any payment is made related to the FRMI incentive units. To date, no compensation expense related to the incentive units has been recognized by the Company, as any payout under the incentive units is not considered probable, and thus, the amount of FRMI Profits, if any, cannot be determined. | ||||||||||||||
Share-based Compensation, Post-Initial Public Offering | ||||||||||||||
2012 Long Term Incentive Plan | ||||||||||||||
On April 20, 2012, the Company established the 2012 Long Term Incentive Plan (the “2012 LTIP”) and filed a Form S-8 with the SEC, registering 6,563,435 shares of common stock for future issuance under the terms of the 2012 LTIP. The 2012 LTIP provides a means for the Company to attract and retain employees, directors and consultants, and a method whereby employees, directors and consultants of the Company who contribute to its success can acquire and maintain stock ownership or awards, the value of which is tied to the performance of the Company, thereby strengthening their concern for the welfare of the Company and their desire to remain employed. | ||||||||||||||
The 2012 LTIP provides for the granting of Options (Incentive and other), Restricted Stock Awards, Restricted Stock Units, Stock Appreciation Rights, Dividend Equivalents, Bonus Stock, Other Stock-Based Awards, Annual Incentive Awards, Performance Awards, or any combination of the foregoing (the “Awards”). Subject to certain limitations as defined in the 2012 LTIP, the terms of each Award are as determined by the Compensation Committee of the Board of Directors. A total of 6,563,435 common share Awards are authorized for issuance under the 2012 LTIP and shares of stock subject to an Award that expire, or are canceled, forfeited, exchanged, settled in cash or otherwise terminated, will again be available for future Awards under the 2012 LTIP. | ||||||||||||||
Non-vested Stock Awards | ||||||||||||||
Subsequent to the completion of the Company’s initial public offering and pursuant to the 2012 LTIP, through September 30, 2013, the Company had 2,758,415 non-vested shares of restricted common stock to directors, management and employees outstanding. Shares granted under the LTIP generally vest ratably over a period of three years (one-third on each anniversary of the grant); however, beginning in 2013, shares granted under the 2012 LTIP to directors are subject to one-year cliff vesting. | ||||||||||||||
The fair value of restricted stock grants is based on the value of the Company’s common stock on the date of grant. Compensation expense is recognized ratably over the requisite service period. The Company has assumed no annual forfeiture rate due to limited historical experience with turnover associated with this type of award. | ||||||||||||||
The following table summarizes the Company’s non-vested share award activity for the nine months ended September 30, 2013: | ||||||||||||||
Shares | Weighted | |||||||||||||
Average | ||||||||||||||
Grant Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested shares outstanding at December 31, 2012 | 985,358 | $ | 12.61 | |||||||||||
Granted | 2,163,959 | $ | 7.14 | |||||||||||
Vested | (293,488 | ) | $ | 13.1 | ||||||||||
Forfeited | (97,414 | ) | $ | 8.48 | ||||||||||
Non-vested shares outstanding at September 30, 2013 | 2,758,415 | $ | 8.41 | |||||||||||
Unrecognized expense as of September 30, 2013 for all outstanding restricted stock awards was $18.3 million and will be recognized over a weighted average period of 2.1 years. | ||||||||||||||
At September 30, 2013, 3,805,020 shares remain available for issuance under the terms of the 2012 LTIP. | ||||||||||||||
The following table summarizes share-based compensation costs (after amounts capitalized to oil and gas properties) recognized as expense by the Company for the periods presented (in thousands): | ||||||||||||||
For the Three Months | For the Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Incentive units | $ | — | $ | — | $ | — | $ | — | ||||||
2012 LTIP restricted shares | 1,908 | 886 | 4,921 | 1,568 | ||||||||||
Total share-based compensation expense | $ | 1,908 | $ | 886 | $ | 4,921 | $ | 1,568 | ||||||
For the three and nine months ended September 30, 2013, the Company capitalized $0.5 million and $1.1 million, respectively, of qualifying share-based compensation costs to oil and gas properties. For the three and nine months ended September 30, 2012, the Company capitalized $0.1 million and $0.1 million, respectively, of qualifying share-based compensation costs to oil and gas properties. |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Income Taxes | ' | |||||||
Income Taxes | ' | |||||||
11. Income Taxes | ||||||||
Prior to its corporate reorganization (See Note 1), the Company was a limited liability company and not subject to federal income tax or state income tax (in most states). Accordingly, no provision for federal or state income taxes was recorded prior to the corporate reorganization as the Company’s equity holders were responsible for income tax on the Company’s profits. In connection with the closing of the Company’s initial public offering, the Company merged into a corporation and became subject to federal and state income taxes. | ||||||||
Consistent with the applicable guidance, the Company revises its estimate of its annual income tax rate each quarter, and reflects this change in estimate on year-to-date activity in each quarter. | ||||||||
For the nine months ended September 30, 2013, the Company estimated its effective annual tax rate for 2013 to be a benefit of approximately 36.5%. The Company’s estimated effective tax rate for 2013 differs from the federal statutory rate of 35% due largely to state income taxes. The revision in annual estimate is primarily attributable to recording a discrete item in the quarter related to certain share-based compensation expense events. The Company expects to incur a tax loss in the current year (due principally to the ability to expense certain intangible drilling and development costs under current law) and thus no current income taxes are anticipated to be paid. This tax loss is expected to result in a net operating loss carryforward at year-end; however, no valuation allowance has been recorded as management believes that there is sufficient future taxable income to fully utilize all tax attributes. This future taxable income arises from reversing temporary differences due to the excess of the book carrying value of oil and gas properties over their corresponding tax bases. Management is not relying on other sources of taxable income in concluding that no valuation allowance is needed. Management does not presently believe that our tax loss carryforwards are limited in future usage. | ||||||||
The components of the Company’s deferred taxes at September 30, 2013 and at December 31, 2012 (inclusive of the tax correction discussed in Note 2) are detailed in the table below (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Deferred tax assets - current | ||||||||
Derivative instruments and other | $ | 16,196 | $ | 6,027 | ||||
Deferred tax assets - noncurrent | ||||||||
US tax loss carryforwards | 110,283 | -1 | 90,735 | |||||
State tax loss carryforwards | 19,794 | -1 | 12,258 | |||||
Employee benefit plans | 360 | 985 | ||||||
Total deferred tax assets, noncurrent | 130,437 | 103,978 | ||||||
Deferred tax liabilities - noncurrent | ||||||||
Oil and gas properties and equipment | 280,428 | 260,715 | ||||||
Total deferred tax liabilities, noncurrent | 280,428 | 260,715 | ||||||
Reflected in the accompanying balance sheet as: | ||||||||
Net deferred tax asset, current | $ | 16,196 | $ | 6,027 | ||||
Net deferred tax liability noncurrent | $ | 149,991 | $ | 156,737 | ||||
(1) Includes the impact of the correction discussed in Note 2. | ||||||||
At September 30, 2013, the Company has not recorded a reserve for any uncertain tax positions. |
Loss_Per_Share
Loss Per Share | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Loss Per Share | ' | |||||||||||||
Loss Per Share | ' | |||||||||||||
12. Loss Per Share | ||||||||||||||
The Company’s Series A Preferred Stock issued in connection with the Eagle Property Acquisition has the nonforfeitable right to participate on an as converted basis at the conversion rate then in effect in any common stock dividends declared and as such, is considered a participating security. The Company’s nonvested stock awards, which are granted as part of the 2012 LTIP, contain nonforfeitable rights to dividends and as such, are considered to be participating securities and, together with the Series A Preferred Stock, are included in the computation of basic and diluted earnings (loss) per share, pursuant to the two-class method. In the calculation of basic earnings (loss) per share attributable to common shareholders, participating securities are allocated earnings based on actual dividend distributions received plus a proportionate share of undistributed net income attributable to common shareholders, if any, after recognizing distributed earnings. The Company’s participating securities do not participate in undistributed net losses because they are not contractually obligated to do so. | ||||||||||||||
The computation of diluted earnings per share attributable to common shareholders reflects the potential dilution that could occur if securities or other contracts to issue common shares that are dilutive were exercised or converted into common shares (or resulted in the issuance of common shares) and would then share in the earnings of the Company. During the periods in which the Company records a loss from continuing operations attributable to common shareholders, securities would not be dilutive to net loss per share and conversion into common shares is assumed to not occur. Diluted net income per share attributable to common shareholders is calculated under both the two-class method and the treasury stock method; the more dilutive of the two calculations is presented below. | ||||||||||||||
The following table (in thousands, except per share amounts) provides a reconciliation of net losses to preferred shareholders, common shareholders, and participating securities for purposes of computing net loss per share for the three months ended September 30, 2013: | ||||||||||||||
Total | Series A | Common | Non-vested | |||||||||||
Preferred | Stock | Restricted | ||||||||||||
Stock (1) | Stock (2) | |||||||||||||
Net loss | $ | (23,606 | ) | $ | — | $ | (23,606 | ) | $ | — | ||||
Preferred Dividend | $ | (2,569 | ) | — | (2,569 | ) | — | |||||||
Calculated allocation of net loss attributable to shareholders | $ | (26,175 | ) | $ | — | $ | (26,175 | ) | $ | — | ||||
Weighted average shares outstanding | 65,821 | |||||||||||||
Net loss per share | $ | (0.40 | ) | |||||||||||
(1) Calculation of the preferred stock dividend is discussed in Note 10. | ||||||||||||||
(2) As these shares are participating securities that participate in earnings, but are not required to participate in losses, this calculation demonstrates that there is not an allocation of the loss to the non-vested restricted stockholders. | ||||||||||||||
The following table (in thousands, except per share amounts) provides a reconciliation of net losses to preferred shareholders, common shareholders, and non-vested restricted shareholders for purposes of computing net loss per share for the three months ended September 30, 2012: | ||||||||||||||
Total | Series A | Common | Non-vested | |||||||||||
Preferred | Stock | Restricted | ||||||||||||
Stock (1) | Stock (2) | |||||||||||||
Net loss | $ | (17,803 | ) | $ | — | $ | (17,803 | ) | $ | — | ||||
Preferred Dividend | $ | — | — | — | — | |||||||||
Calculated allocation of net loss attributable to shareholders | $ | (17,803 | ) | $ | — | $ | (17,803 | ) | $ | — | ||||
Weighted average shares outstanding | 65,634 | |||||||||||||
Net loss per share | $ | (0.27 | ) | |||||||||||
(1) There was not a preferred dividend for the three months ended September 30, 2012 as the Series A Preferred Stock were issued as part of the Eagle Property Acquisition which did not close until October 1, 2012. | ||||||||||||||
(2) As these shares are participating securities that participate in earnings, but are not required to participate in losses, this calculation demonstrates that there is not an allocation of the loss to the non-vested restricted stockholders. | ||||||||||||||
The following table (in thousands, except per share amounts) provides a reconciliation of net losses to preferred shareholders, common shareholders, and non-vested restricted shareholders for purposes of computing net loss per share for the nine months ended September 30, 2013: | ||||||||||||||
Total | Series A | Common | Non-vested | |||||||||||
Preferred | Stock | Restricted | ||||||||||||
Stock (1) | Stock (2) | |||||||||||||
Net loss | $ | (28,217 | ) | $ | — | $ | (28,217 | ) | $ | — | ||||
Preferred Dividend | $ | (9,254 | ) | — | (9,254 | ) | — | |||||||
Calculated allocation of net loss attributable to shareholders | $ | (37,471 | ) | $ | — | $ | (37,471 | ) | $ | — | ||||
Weighted average shares outstanding | 65,740 | |||||||||||||
Net loss per share | $ | (0.57 | ) | |||||||||||
(1) Calculation of the preferred stock dividend is discussed in Note 8. | ||||||||||||||
(2) As these shares are participating securities that participate in earnings, but are not required to participate in losses, this calculation demonstrates that there is not an allocation of the loss to the non-vested restricted stockholders. | ||||||||||||||
The following table (in thousands, except per share amounts) provides a reconciliation of net losses to preferred shareholders, common shareholders, and non-vested restricted shareholders for purposes of computing net income per share for the nine months ended September 30, 2012: | ||||||||||||||
Total | Series A | Common | Non-vested | |||||||||||
Preferred | Stock | Restricted | ||||||||||||
Stock (1) | Stock (2) | |||||||||||||
Net loss | $ | (147,688 | ) | $ | — | $ | (147,688 | ) | $ | — | ||||
Preferred Dividend | $ | — | — | — | — | |||||||||
Calculated allocation of net loss attributable to shareholders | $ | (147,688 | ) | $ | — | $ | (147,688 | ) | $ | — | ||||
Weighted average shares outstanding | 58,080 | |||||||||||||
Net loss per share | $ | (2.54 | ) | |||||||||||
(1) There was not a preferred dividend for the nine months ended September 30, 2012 as the Series A Preferred Stock were issued as part of the Eagle Property Acquisition which did not close until October 1, 2012. | ||||||||||||||
(2) As these shares are participating securities that participate in earnings, but are not required to participate in losses, this calculation demonstrates that there is not an allocation of the loss to the non-vested restricted stockholders. | ||||||||||||||
The aggregate number of common shares outstanding at September 30, 2013 was 68,579,198, of which 2,758,415 were non-vested restricted shares. The aggregate number of shares of Series A Preferred Stock outstanding at September 30, 2013 was 325,000, each with a liquidation preference of $1,082 representing on an as-converted basis approximately 26.0 million common shares based upon a conversion price of $13.50 per share which have been excluded from the weighted average shares outstanding for EPS purposes due to their anti-dilutive effect. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
13. Commitments and Contingencies | |||||||||||||||||
Contractual Obligations | |||||||||||||||||
At September 30, 2013, contractual obligations for drilling contracts, long-term operating leases and seismic contracts are as follows (in thousands): | |||||||||||||||||
Total | 2013 | 2014 | 2015 | 2016 and | |||||||||||||
beyond | |||||||||||||||||
Drilling contracts | $ | 16,971 | $ | 13,874 | $ | 3,097 | $ | — | $ | — | |||||||
Non-cancellable office lease commitments | $ | 9,132 | 390 | 1,580 | 1,601 | 5,561 | |||||||||||
Seismic contracts | $ | 3,192 | 3,192 | — | — | — | |||||||||||
Other | $ | 2,696 | 2,696 | — | — | — | |||||||||||
Net minimum commitments | $ | 31,991 | $ | 20,152 | $ | 4,677 | $ | 1,601 | $ | 5,561 | |||||||
Commitments related to AROs are not included in the above table; see Note 7 for discussion of those commitments. | |||||||||||||||||
Litigation | |||||||||||||||||
Clovelly Oil Company | |||||||||||||||||
There has been no change in the action brought by Clovelly Oil Company against the Company since our last quarterly report on Form 10-Q for the quarter ended June 30, 2013. | |||||||||||||||||
Other | |||||||||||||||||
We are involved in other disputes or legal actions arising in the ordinary course of our business. We may not be able to predict the timing or outcome of these or future claims and proceedings with certainty, and an unfavorable resolution of one or more of such matters could have a material adverse effect on our financial condition, results of operations or cash flows. Currently, we are not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on our financial position, results of operations, or cash flows. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Summary of Significant Accounting Policies | ' | |||||||
Basis of Presentation | ' | |||||||
Basis of Presentation | ||||||||
These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 21, 2013. | ||||||||
All intercompany transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying condensed consolidated financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. | ||||||||
Recent Accounting Pronouncements | ' | |||||||
Recent Accounting Pronouncements | ||||||||
The Company reviewed recently issued accounting pronouncements that became effective during the nine months ended September 30, 2013, and determined that none would have a material impact on the Company’s condensed consolidated financial statements with the exception of the adoption of ASU 2011-11, “Disclosures About Offsetting Assets and Liabilities”, which the Company adopted on January 1, 2013 and applies to the disclosures regarding commodity derivative contracts discussed in Note 4. | ||||||||
Correction of the 2012 Net Deferred Tax Liability | ' | |||||||
Correction of the 2012 Net Deferred Tax Liability | ||||||||
In the third quarter of 2013, the Company determined that its 2012 accounting for the tax impacts of the merger of certain entities that occurred in connection with the Company’s initial public offering was in error. The Company identified that certain tax attributes acquired from the merged entities were not properly identified. Because the tax attributes were acquired as a result of a merger of entities under common control, the impacts of these tax attributes should have been recorded through equity at the time the Company became a taxable entity. | ||||||||
To correct the 2012 tax error, the Company has restated the accompanying Condensed Consolidated Balance Sheet as of December 31, 2012. There was no impact to the Condensed Consolidated Statement of Operations for the year ended December 31, 2012, the three and nine months ended September 30, 2012, or the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2012. The impact of the correction is shown in the table below (in thousands): | ||||||||
December 31, 2012 | ||||||||
Balance Sheet | As Previously | As Restated | ||||||
Reported | ||||||||
Deferred income taxes | $ | 190,625 | $ | 156,737 | ||||
Total long-term liabilities | 905,002 | 871,114 | ||||||
Additional paid-in-capital | 830,003 | 863,891 | ||||||
Total stockholders’ equity | 643,581 | 677,469 | ||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Summary of Significant Accounting Policies | ' | |||||||
Schedule of the impact of correction | ' | |||||||
The impact of the correction is shown in the table below (in thousands): | ||||||||
December 31, 2012 | ||||||||
Balance Sheet | As Previously | As Restated | ||||||
Reported | ||||||||
Deferred income taxes | $ | 190,625 | $ | 156,737 | ||||
Total long-term liabilities | 905,002 | 871,114 | ||||||
Additional paid-in-capital | 830,003 | 863,891 | ||||||
Total stockholders’ equity | 643,581 | 677,469 | ||||||
Fair_Value_Measurements_of_Fin1
Fair Value Measurements of Financial Instruments (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Measurements of Financial Instruments | ' | |||||||||||||
Schedule of commodity derivative contracts recorded at estimated fair value | ' | |||||||||||||
Fair Value Measurements at September 30, 2013 | ||||||||||||||
Quoted Prices in Active | Significant Other | Significant Unobservable | Total | |||||||||||
Markets | Observable Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
(in thousands) | ||||||||||||||
Assets: | ||||||||||||||
Commodity derivative oil swaps | $ | — | $ | 4,432 | $ | — | $ | 4,432 | ||||||
Commodity derivative NGL swaps | — | 1,345 | — | 1,345 | ||||||||||
Commodity derivative gas swaps | — | 4,294 | — | 4,294 | ||||||||||
Commodity derivative oil collars | — | 68 | — | 68 | ||||||||||
Commodity derivative gas collars | — | 1,349 | — | 1,349 | ||||||||||
Commodity derivative differential swaps | — | 1,254 | — | 1,254 | ||||||||||
Total assets | $ | — | $ | 12,742 | $ | — | $ | 12,742 | ||||||
Liabilities: | ||||||||||||||
Commodity derivative oil swaps | $ | — | $ | 43,079 | $ | — | $ | 43,079 | ||||||
Commodity derivative NGL swaps | — | 54 | — | 54 | ||||||||||
Commodity derivative oil collars | — | 496 | — | 496 | ||||||||||
Commodity derivative gas collars | — | 21 | — | 21 | ||||||||||
Commodity derivative differential swaps | — | 202 | — | 202 | ||||||||||
Total liabilities | $ | — | $ | 43,852 | $ | — | $ | 43,852 | ||||||
Fair Value Measurements at December 31, 2012 | ||||||||||||||
Quoted Prices in Active | Significant Other | Significant Unobservable | Total | |||||||||||
Markets | Observable Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
(in thousands) | ||||||||||||||
Assets: | ||||||||||||||
Commodity derivative oil swaps | $ | — | $ | 16,133 | $ | — | $ | 16,133 | ||||||
Commodity derivative NGL swaps | — | 2,353 | — | 2,353 | ||||||||||
Commodity derivative oil collars | — | 428 | — | 428 | ||||||||||
Commodity derivative gas collars | — | 2,026 | — | 2,026 | ||||||||||
Commodity derivative differential swaps | — | 2,661 | — | 2,661 | ||||||||||
Total assets | $ | — | $ | 23,601 | $ | — | $ | 23,601 | ||||||
Liabilities: | ||||||||||||||
Commodity derivative oil swaps | $ | — | $ | 15,091 | $ | — | $ | 15,091 | ||||||
Commodity derivative NGL swaps | — | 458 | — | 458 | ||||||||||
Commodity derivative oil collars | — | 287 | — | 287 | ||||||||||
Commodity derivative gas collars | — | 185 | — | 185 | ||||||||||
Commodity derivative differential swaps | — | 11,693 | — | 11,693 | ||||||||||
Total liabilities | $ | — | $ | 27,714 | $ | — | $ | 27,714 |
Risk_Management_and_Derivative1
Risk Management and Derivative Instruments (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Risk Management and Derivative Instruments | ' | |||||||||||||
Schedule of entity's open commodity derivative contract positions | ' | |||||||||||||
Hedged | Weighted-Average | |||||||||||||
Volume | Fixed Price | |||||||||||||
Oil (Bbls): | ||||||||||||||
WTI Swaps — 2013 | 1,086,120 | $ | 94.32 | |||||||||||
WTI Swaps — 2014 | 4,344,450 | $ | 88.76 | |||||||||||
WTI Swaps — 2015 | 1,820,000 | $ | 86.55 | |||||||||||
WTI Collars — 2013 | 50,751 | $ | 85.27 | - | $ | 100.7 | ||||||||
WTI Collars — 2014 | 164,400 | $ | 88.49 | - | $ | 97.94 | ||||||||
WTI to LLS Basis Differential Swaps — 2013 (1) | 330,760 | $ | 5.8 | |||||||||||
WTI to LLS Basis Differential Swaps — 2014 (1) | 501,000 | $ | 5.35 | |||||||||||
Natural Gas (Mmbtu): | ||||||||||||||
Swaps — 2013 (2) | 3,680,000 | $ | 4.09 | |||||||||||
Swaps — 2014 | 9,125,000 | $ | 4.23 | |||||||||||
Collars — 2013 | 558,249 | $ | 3.68 | - | $ | 4.91 | ||||||||
Collars — 2014 | 1,685,004 | $ | 3.99 | - | $ | 5.09 | ||||||||
NGL (Bbls): | ||||||||||||||
NGL Swaps — 2013 | 64,500 | $ | 63.42 | |||||||||||
NGL Swaps — 2014 | 151,500 | $ | 62.16 | |||||||||||
(1) The Company enters into swap arrangements intended to fix the positive differential between the Louisiana Light Sweet (“LLS”) pricing and West Texas Intermediate (“NYMEX WTI”) pricing. | ||||||||||||||
(2) Includes 1,240,000 Mmbtu that priced in the third quarter of 2013, but have yet to be cash settled as of September 30, 2013. | ||||||||||||||
Schedule of location and fair values amounts of all derivative instruments as well as the gross recognized derivative assets, liabilities and amounts offset in the unaudited condensed consolidated balance sheets | ' | |||||||||||||
The following table summarizes the gross fair values of derivative instruments by the appropriate balance sheet classification, even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the Company’s unaudited condensed consolidated balance sheets at September 30, 2013 and December 31, 2012, respectively (in thousands): | ||||||||||||||
Type | Balance Sheet Location (1) | September 30, 2013 | December 31, 2012 | |||||||||||
Oil Swaps | Derivative financial instruments — Current Assets | $ | 4,405 | $ | 16,004 | |||||||||
Oil Swaps | Derivative financial instruments — Non-Current Assets | 27 | 129 | |||||||||||
Oil Swaps | Derivative financial instruments — Current Liabilities | (35,941 | ) | (11,485 | ) | |||||||||
Oil Swaps | Derivative financial instruments — Non-Current Liabilities | (7,138 | ) | (3,606 | ) | |||||||||
NGL Swaps | Derivative financial instruments — Current Assets | 1,345 | 1,624 | |||||||||||
NGL Swaps | Derivative financial instruments — Non-Current Assets | — | 729 | |||||||||||
NGL Swaps | Derivative financial instruments — Current Liabilities | (54 | ) | (336 | ) | |||||||||
NGL Swaps | Derivative financial instruments — Non-Current Liabilities | — | (122 | ) | ||||||||||
Gas Swaps | Derivative financial instruments — Current Assets | 3,746 | — | |||||||||||
Gas Swaps | Derivative financial instruments — Non-Current Assets | 548 | — | |||||||||||
Oil Collars | Derivative financial instruments — Current Assets | 28 | 221 | |||||||||||
Oil Collars | Derivative financial instruments — Non-Current Assets | 40 | 207 | |||||||||||
Oil Collars | Derivative financial instruments — Current Liabilities | (460 | ) | (238 | ) | |||||||||
Oil Collars | Derivative financial instruments — Non-Current Liabilities | (36 | ) | (49 | ) | |||||||||
Gas Collars | Derivative financial instruments — Current Assets | 1,308 | 1,129 | |||||||||||
Gas Collars | Derivative financial instruments — Non-Current Assets | 41 | 897 | |||||||||||
Gas Collars | Derivative financial instruments — Current Liabilities | (18 | ) | (112 | ) | |||||||||
Gas Collars | Derivative financial instruments — Non-Current Liabilities | (3 | ) | (73 | ) | |||||||||
Basis Differential Swaps | Derivative financial instruments — Current Assets | 1,163 | 2,625 | |||||||||||
Basis Differential Swaps | Derivative financial instruments — Non-Current Assets | 91 | 36 | |||||||||||
Basis Differential Swaps | Derivative financial instruments — Current Liabilities | (202 | ) | (11,319 | ) | |||||||||
Basis Differential Swaps | Derivative financial instruments — Non-Current Liabilities | — | (374 | ) | ||||||||||
Total | $ | (31,110 | ) | $ | (4,113 | ) | ||||||||
(1) The fair values of commodity derivative instruments reported in the Company’s condensed consolidated balance sheets are subject to netting arrangements and qualify for net presentation. The following table summarizes the location and fair value amounts of all derivative instruments in the unaudited condensed consolidated balance sheets, as well as the gross recognized derivative assets, liabilities and amounts offset in the unaudited condensed consolidated balance sheets at September 30, 2013 and December 31, 2012, respectively (in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Not Designated as ASC 815 Hedges: | Balance Sheet Classification | Gross Recognized | Gross Amounts | Net Recognized Fair | ||||||||||
Assets/ | Offset | Value Assets/ | ||||||||||||
Liabilities | Liabilities | |||||||||||||
Derivative assets: | ||||||||||||||
Commodity contracts | Derivative financial instruments - current | $ | 11,995 | $ | 8,212 | $ | 3,783 | |||||||
Commodity contracts | Derivative financial instruments - noncurrent | 747 | 447 | 300 | ||||||||||
$ | 12,742 | $ | 8,659 | $ | 4,083 | |||||||||
Derivative liabilities: | ||||||||||||||
Commodity contracts | Derivative financial instruments - current | $ | 36,675 | $ | 8,212 | $ | 28,463 | |||||||
Commodity contracts | Derivative financial instruments - noncurrent | 7,177 | 447 | 6,730 | ||||||||||
$ | 43,852 | $ | 8,659 | $ | 35,193 | |||||||||
December 31, 2012 | ||||||||||||||
Not Designated as ASC 815 Hedges: | Balance Sheet Classification | Gross Recognized | Gross Amounts | Net Recognized Fair | ||||||||||
Assets/ | Offset | Value Assets/ | ||||||||||||
Liabilities | Liabilities | |||||||||||||
Derivative assets: | ||||||||||||||
Commodity contracts | Derivative financial instruments - current | $ | 21,603 | $ | 15,908 | $ | 5,695 | |||||||
Commodity contracts | Derivative financial instruments - noncurrent | 1,998 | 281 | 1,717 | ||||||||||
$ | 23,601 | $ | 16,189 | $ | 7,412 | |||||||||
Derivative liabilities: | ||||||||||||||
Commodity contracts | Derivative financial instruments - current | $ | 23,490 | $ | 15,908 | $ | 7,582 | |||||||
Commodity contracts | Derivative financial instruments - noncurrent | 4,224 | 281 | 3,943 | ||||||||||
$ | 27,714 | $ | 16,189 | $ | 11,525 | |||||||||
Schedule of net losses and unrealized net (losses) gains recorded by the Company related to the change in fair value of the derivative instruments in "Gains (losses) on commodity derivative contracts - net" for the periods | ' | |||||||||||||
For the Three Months | For the Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Realized net losses | $ | (9,927 | ) | $ | (4,160 | ) | $ | (16,002 | ) | $ | (15,840 | ) | ||
Unrealized net (losses) gains | (35,369 | ) | (29,566 | ) | (26,997 | ) | 5,591 | |||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Property and Equipment | ' | |||||||||||||
Schedule of property and equipment | ' | |||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||
(in thousands) | ||||||||||||||
Oil and gas properties, on the basis of full-cost accounting: | ||||||||||||||
Proved properties | $ | 2,488,680 | $ | 1,522,723 | ||||||||||
Unevaluated properties | 425,742 | 313,941 | ||||||||||||
Other property and equipment | 10,029 | 5,038 | ||||||||||||
Less accumulated depreciation, depletion, and amortization | (443,852 | ) | (274,294 | ) | ||||||||||
Net property and equipment | $ | 2,480,599 | $ | 1,567,408 | ||||||||||
Schedule of depletion expense related to oil and gas properties | ' | |||||||||||||
For the Three Months | For the Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Depletion expense (in thousands) | $ | 74,345 | $ | 30,571 | $ | 168,190 | $ | 86,303 | ||||||
Depletion expense (per Boe) | $ | 28.39 | $ | 40.6 | $ | 28.68 | $ | 38.79 | ||||||
Schedule of fair value of the assets acquired and liabilities assumed of Eagle Property Acquisition and adjusted allocation of Anadarko Basin Acquisition | ' | |||||||||||||
The fair value of, and the allocation to, the assets acquired and liabilities assumed in the Eagle Property Acquisition, has been finalized and is shown in the following table (in thousands): | ||||||||||||||
Eagle Property | ||||||||||||||
Acquisition | ||||||||||||||
Oil and gas properties: | ||||||||||||||
Proved | $ | 419,549 | ||||||||||||
Unevaluated | 244,236 | |||||||||||||
Commodity derivative contracts | 8,453 | |||||||||||||
Total assets acquired | $ | 672,238 | ||||||||||||
Asset retirement obligations | 2,662 | |||||||||||||
Deferred income tax liabilities | 25,985 | |||||||||||||
Commodity derivative contracts | — | |||||||||||||
Total liabilities assumed | $ | 28,647 | ||||||||||||
Net assets acquired | $ | 643,591 | ||||||||||||
The following table reflects the adjusted allocation as of September 30, 2013 (in thousands): | ||||||||||||||
Anadarko Basin | ||||||||||||||
Acquisition | ||||||||||||||
Oil and gas properties | ||||||||||||||
Proved | $ | 416,239 | ||||||||||||
Unevaluated | 206,989 | |||||||||||||
Total assets acquired | $ | 623,228 | ||||||||||||
Asset retirement obligations | 6,296 | |||||||||||||
Total liabilities assumed | $ | 6,296 | ||||||||||||
Net assets acquired | $ | 616,932 | ||||||||||||
Schedule of unaudited pro forma information of Eagle Property Acquisition and Anadarko Basin Acquisition | ' | |||||||||||||
For the Three | For the Nine | For the Nine | ||||||||||||
Months Ended | Months Ended | Months Ended | ||||||||||||
September 30, | September 30, | September 30, | ||||||||||||
2012 | 2013 | 2012 | ||||||||||||
Revenues and other | $ | 85,606 | $ | 378,591 | $ | 360,913 | ||||||||
Net income (loss) | (15,790 | ) | (21,401 | ) | (136,656 | ) | ||||||||
Preferred stock dividends | (6,500 | ) | (9,254 | ) | (19,500 | ) | ||||||||
Income (loss) available to common shareholders | $ | (22,290 | ) | $ | (30,655 | ) | $ | (156,156 | ) | |||||
Net loss per common share - basic | $ | (0.34 | ) | $ | (0.47 | ) | $ | (2.69 | ) | |||||
Net loss per common share - diluted | $ | (0.34 | ) | $ | (0.47 | ) | $ | (2.69 | ) |
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Asset Retirement Obligations | ' | ||||
Schedule of changes in the Company's ARO's | ' | ||||
The following table reflects the changes in the Company’s AROs for the nine months ended September 30, 2013 (in thousands): | |||||
Asset retirement obligations at January 1, 2013 | $ | 15,245 | |||
Liabilities incurred | 710 | ||||
Liabilities assumed in Anadarko Basin Acquisition | 6,296 | ||||
Revisions | — | ||||
Liabilities settled | (61 | ) | |||
Current period accretion expense | 988 | ||||
Asset retirement obligations at September 30, 2013 | $ | 23,178 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Long-Term Debt | ' | |||||||
Schedule of the company's long term debt | ' | |||||||
The Company’s long-term debt as of September 30, 2013 and December 31, 2012 is as follows (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Revolving credit facility, due 2018 | $ | 306,150 | $ | 94,000 | ||||
Senior notes, due 2020 | 600,000 | 600,000 | ||||||
Senior notes, due 2021 | 700,000 | — | ||||||
Long-term debt | $ | 1,606,150 | $ | 694,000 |
Equity_and_ShareBased_Compensa1
Equity and Share-Based Compensation (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Equity and Share-Based Compensation | ' | |||||||||||||
Summary of changes in the number of outstanding shares | ' | |||||||||||||
Number of Shares | ||||||||||||||
Series A | Common Stock | Treasury Stock | ||||||||||||
Preferred Stock | ||||||||||||||
Share count as of December 31, 2012 | 325,000 | 66,619,711 | — | |||||||||||
Grants of restricted stock | — | 2,163,959 | — | |||||||||||
Forfeitures of restricted stock | — | (97,414 | ) | — | ||||||||||
Acquisition of treasury stock | — | — | (107,058 | ) | ||||||||||
Share count as of September 30, 2013 | 325,000 | 68,686,256 | (107,058 | ) | ||||||||||
Company's non-vested share award activity | ' | |||||||||||||
Shares | Weighted | |||||||||||||
Average | ||||||||||||||
Grant Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested shares outstanding at December 31, 2012 | 985,358 | $ | 12.61 | |||||||||||
Granted | 2,163,959 | $ | 7.14 | |||||||||||
Vested | (293,488 | ) | $ | 13.1 | ||||||||||
Forfeited | (97,414 | ) | $ | 8.48 | ||||||||||
Non-vested shares outstanding at September 30, 2013 | 2,758,415 | $ | 8.41 | |||||||||||
Summary of share-based compensation costs (after amounts capitalized to oil and gas properties) recognized by the company | ' | |||||||||||||
The following table summarizes share-based compensation costs (after amounts capitalized to oil and gas properties) recognized as expense by the Company for the periods presented (in thousands): | ||||||||||||||
For the Three Months | For the Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Incentive units | $ | — | $ | — | $ | — | $ | — | ||||||
2012 LTIP restricted shares | 1,908 | 886 | 4,921 | 1,568 | ||||||||||
Total share-based compensation expense | $ | 1,908 | $ | 886 | $ | 4,921 | $ | 1,568 |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Income Taxes | ' | |||||||
Schedule of components of the entity's deferred taxes | ' | |||||||
The components of the Company’s deferred taxes at September 30, 2013 and at December 31, 2012 (inclusive of the tax correction discussed in Note 2) are detailed in the table below (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Deferred tax assets - current | ||||||||
Derivative instruments and other | $ | 16,196 | $ | 6,027 | ||||
Deferred tax assets - noncurrent | ||||||||
US tax loss carryforwards | 110,283 | -1 | 90,735 | |||||
State tax loss carryforwards | 19,794 | -1 | 12,258 | |||||
Employee benefit plans | 360 | 985 | ||||||
Total deferred tax assets, noncurrent | 130,437 | 103,978 | ||||||
Deferred tax liabilities - noncurrent | ||||||||
Oil and gas properties and equipment | 280,428 | 260,715 | ||||||
Total deferred tax liabilities, noncurrent | 280,428 | 260,715 | ||||||
Reflected in the accompanying balance sheet as: | ||||||||
Net deferred tax asset, current | $ | 16,196 | $ | 6,027 | ||||
Net deferred tax liability noncurrent | $ | 149,991 | $ | 156,737 | ||||
(1) Includes the impact of the correction discussed in Note 2. |
Loss_Per_Share_Tables
Loss Per Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Loss Per Share | ' | |||||||||||||
Schedule of reconciliation of net losses to preferred shareholders, common shareholders, and participating securities for purposes of computing net loss per share | ' | |||||||||||||
The following table (in thousands, except per share amounts) provides a reconciliation of net losses to preferred shareholders, common shareholders, and participating securities for purposes of computing net loss per share for the three months ended September 30, 2013: | ||||||||||||||
Total | Series A | Common | Non-vested | |||||||||||
Preferred | Stock | Restricted | ||||||||||||
Stock (1) | Stock (2) | |||||||||||||
Net loss | $ | (23,606 | ) | $ | — | $ | (23,606 | ) | $ | — | ||||
Preferred Dividend | $ | (2,569 | ) | — | (2,569 | ) | — | |||||||
Calculated allocation of net loss attributable to shareholders | $ | (26,175 | ) | $ | — | $ | (26,175 | ) | $ | — | ||||
Weighted average shares outstanding | 65,821 | |||||||||||||
Net loss per share | $ | (0.40 | ) | |||||||||||
(1) Calculation of the preferred stock dividend is discussed in Note 10. | ||||||||||||||
(2) As these shares are participating securities that participate in earnings, but are not required to participate in losses, this calculation demonstrates that there is not an allocation of the loss to the non-vested restricted stockholders. | ||||||||||||||
The following table (in thousands, except per share amounts) provides a reconciliation of net losses to preferred shareholders, common shareholders, and non-vested restricted shareholders for purposes of computing net loss per share for the three months ended September 30, 2012: | ||||||||||||||
Total | Series A | Common | Non-vested | |||||||||||
Preferred | Stock | Restricted | ||||||||||||
Stock (1) | Stock (2) | |||||||||||||
Net loss | $ | (17,803 | ) | $ | — | $ | (17,803 | ) | $ | — | ||||
Preferred Dividend | $ | — | — | — | — | |||||||||
Calculated allocation of net loss attributable to shareholders | $ | (17,803 | ) | $ | — | $ | (17,803 | ) | $ | — | ||||
Weighted average shares outstanding | 65,634 | |||||||||||||
Net loss per share | $ | (0.27 | ) | |||||||||||
(1) There was not a preferred dividend for the three months ended September 30, 2012 as the Series A Preferred Stock were issued as part of the Eagle Property Acquisition which did not close until October 1, 2012. | ||||||||||||||
(2) As these shares are participating securities that participate in earnings, but are not required to participate in losses, this calculation demonstrates that there is not an allocation of the loss to the non-vested restricted stockholders. | ||||||||||||||
The following table (in thousands, except per share amounts) provides a reconciliation of net losses to preferred shareholders, common shareholders, and non-vested restricted shareholders for purposes of computing net loss per share for the nine months ended September 30, 2013: | ||||||||||||||
Total | Series A | Common | Non-vested | |||||||||||
Preferred | Stock | Restricted | ||||||||||||
Stock (1) | Stock (2) | |||||||||||||
Net loss | $ | (28,217 | ) | $ | — | $ | (28,217 | ) | $ | — | ||||
Preferred Dividend | $ | (9,254 | ) | — | (9,254 | ) | — | |||||||
Calculated allocation of net loss attributable to shareholders | $ | (37,471 | ) | $ | — | $ | (37,471 | ) | $ | — | ||||
Weighted average shares outstanding | 65,740 | |||||||||||||
Net loss per share | $ | (0.57 | ) | |||||||||||
(1) Calculation of the preferred stock dividend is discussed in Note 8. | ||||||||||||||
(2) As these shares are participating securities that participate in earnings, but are not required to participate in losses, this calculation demonstrates that there is not an allocation of the loss to the non-vested restricted stockholders. | ||||||||||||||
The following table (in thousands, except per share amounts) provides a reconciliation of net losses to preferred shareholders, common shareholders, and non-vested restricted shareholders for purposes of computing net income per share for the nine months ended September 30, 2012: | ||||||||||||||
Total | Series A | Common | Non-vested | |||||||||||
Preferred | Stock | Restricted | ||||||||||||
Stock (1) | Stock (2) | |||||||||||||
Net loss | $ | (147,688 | ) | $ | — | $ | (147,688 | ) | $ | — | ||||
Preferred Dividend | $ | — | — | — | — | |||||||||
Calculated allocation of net loss attributable to shareholders | $ | (147,688 | ) | $ | — | $ | (147,688 | ) | $ | — | ||||
Weighted average shares outstanding | 58,080 | |||||||||||||
Net loss per share | $ | (2.54 | ) | |||||||||||
(1) There was not a preferred dividend for the nine months ended September 30, 2012 as the Series A Preferred Stock were issued as part of the Eagle Property Acquisition which did not close until October 1, 2012. | ||||||||||||||
(2) As these shares are participating securities that participate in earnings, but are not required to participate in losses, this calculation demonstrates that there is not an allocation of the loss to the non-vested restricted stockholders. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
Schedule of contractual obligations for drilling contracts, long-term operating leases and seismic contracts | ' | ||||||||||||||||
At September 30, 2013, contractual obligations for drilling contracts, long-term operating leases and seismic contracts are as follows (in thousands): | |||||||||||||||||
Total | 2013 | 2014 | 2015 | 2016 and | |||||||||||||
beyond | |||||||||||||||||
Drilling contracts | $ | 16,971 | $ | 13,874 | $ | 3,097 | $ | — | $ | — | |||||||
Non-cancellable office lease commitments | $ | 9,132 | 390 | 1,580 | 1,601 | 5,561 | |||||||||||
Seismic contracts | $ | 3,192 | 3,192 | — | — | — | |||||||||||
Other | $ | 2,696 | 2,696 | — | — | — | |||||||||||
Net minimum commitments | $ | 31,991 | $ | 20,152 | $ | 4,677 | $ | 1,601 | $ | 5,561 |
Organization_and_Business_Deta
Organization and Business (Details) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Oct. 02, 2012 | 31-May-13 | Oct. 02, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | 31-May-13 |
item | 10.75% senior unsecured notes | 9.25% senior unsecured notes | Eagle Property Acquisition | Eagle Property Acquisition | Eagle Property Acquisition | Anadarko Basin Acquisition | |
10.75% senior unsecured notes | Series A Preferred Stock | 9.25% senior unsecured notes | |||||
Panther Energy Company, LLC and its partners | |||||||
Acquisition information | ' | ' | ' | ' | ' | ' | ' |
Purchase price, cash | ' | ' | ' | $325 | ' | ' | $618 |
Purchase price, preferred shares | ' | ' | ' | ' | ' | 325,000 | ' |
Liquidation value (in dollars per share) | ' | ' | ' | ' | ' | $1,000 | ' |
Aggregate principal amount borrowed | ' | $600 | $700 | ' | $600 | ' | $700 |
Interest rate (as a percent) | ' | 10.75% | 9.25% | ' | 10.75% | ' | 9.25% |
Segment information | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 1 | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Balance Sheet | ' | ' |
Deferred income taxes | $149,991 | $156,737 |
Total long-term liabilities | 1,787,911 | 871,114 |
Additional paid-in-capital | 869,939 | 863,891 |
Total stockholders' equity | 654,715 | 677,469 |
As Previously Reported | ' | ' |
Balance Sheet | ' | ' |
Deferred income taxes | ' | 190,625 |
Total long-term liabilities | ' | 905,002 |
Additional paid-in-capital | ' | 830,003 |
Total stockholders' equity | ' | $643,581 |
Fair_Value_Measurements_of_Fin2
Fair Value Measurements of Financial Instruments (Details) (Recurring, Commodity Derivatives, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | item | item |
Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value Measurements of Financial Instruments | ' | ' |
Number of bank counterparties for company's commodity derivative contracts | 9 | 5 |
Assets: | ' | ' |
Total assets | $12,742 | $23,601 |
Liabilities: | ' | ' |
Total liabilities | 43,852 | 27,714 |
Significant Other Observable Inputs (Level 2) | Swaps | Oil | ' | ' |
Assets: | ' | ' |
Total assets | 4,432 | 16,133 |
Liabilities: | ' | ' |
Total liabilities | 43,079 | 15,091 |
Significant Other Observable Inputs (Level 2) | Swaps | NGL | ' | ' |
Assets: | ' | ' |
Total assets | 1,345 | 2,353 |
Liabilities: | ' | ' |
Total liabilities | 54 | 458 |
Significant Other Observable Inputs (Level 2) | Swaps | Gas | ' | ' |
Assets: | ' | ' |
Total assets | 4,294 | ' |
Significant Other Observable Inputs (Level 2) | Collars | Oil | ' | ' |
Assets: | ' | ' |
Total assets | 68 | 428 |
Liabilities: | ' | ' |
Total liabilities | 496 | 287 |
Significant Other Observable Inputs (Level 2) | Collars | Gas | ' | ' |
Assets: | ' | ' |
Total assets | 1,349 | 2,026 |
Liabilities: | ' | ' |
Total liabilities | 21 | 185 |
Significant Other Observable Inputs (Level 2) | Basis Differential Swaps | ' | ' |
Assets: | ' | ' |
Total assets | 1,254 | 2,661 |
Liabilities: | ' | ' |
Total liabilities | 202 | 11,693 |
Total | ' | ' |
Assets: | ' | ' |
Total assets | 12,742 | 23,601 |
Liabilities: | ' | ' |
Total liabilities | 43,852 | 27,714 |
Total | Swaps | Oil | ' | ' |
Assets: | ' | ' |
Total assets | 4,432 | 16,133 |
Liabilities: | ' | ' |
Total liabilities | 43,079 | 15,091 |
Total | Swaps | NGL | ' | ' |
Assets: | ' | ' |
Total assets | 1,345 | 2,353 |
Liabilities: | ' | ' |
Total liabilities | 54 | 458 |
Total | Swaps | Gas | ' | ' |
Assets: | ' | ' |
Total assets | 4,294 | ' |
Total | Collars | Oil | ' | ' |
Assets: | ' | ' |
Total assets | 68 | 428 |
Liabilities: | ' | ' |
Total liabilities | 496 | 287 |
Total | Collars | Gas | ' | ' |
Assets: | ' | ' |
Total assets | 1,349 | 2,026 |
Liabilities: | ' | ' |
Total liabilities | 21 | 185 |
Total | Basis Differential Swaps | ' | ' |
Assets: | ' | ' |
Total assets | 1,254 | 2,661 |
Liabilities: | ' | ' |
Total liabilities | $202 | $11,693 |
Risk_Management_and_Derivative2
Risk Management and Derivative Instruments (Details) (Not designated as Hedging Instrument, Commodity Derivatives, USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
bbl | |
Risk Management and Derivative Instruments | ' |
Maximum loss exposure under commodity derivative contracts on failure of the entity's counterparty's performance | $4.10 |
Oil | WTI | Swaps | 2013 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 1,086,120 |
Weighted-Average Fixed Price | 94.32 |
Oil | WTI | Swaps | 2014 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 4,344,450 |
Weighted-Average Fixed Price | 88.76 |
Oil | WTI | Swaps | 2015 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 1,820,000 |
Weighted-Average Fixed Price | 86.55 |
Oil | WTI | Collars | 2013 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 50,751 |
Oil | WTI | Collars | 2013 | Minimum | ' |
Risk Management and Derivative Instruments | ' |
Weighted-Average Fixed Price | 85.27 |
Oil | WTI | Collars | 2013 | Maximum | ' |
Risk Management and Derivative Instruments | ' |
Weighted-Average Fixed Price | 100.7 |
Oil | WTI | Collars | 2014 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 164,400 |
Oil | WTI | Collars | 2014 | Minimum | ' |
Risk Management and Derivative Instruments | ' |
Weighted-Average Fixed Price | 88.49 |
Oil | WTI | Collars | 2014 | Maximum | ' |
Risk Management and Derivative Instruments | ' |
Weighted-Average Fixed Price | 97.94 |
Oil | WTI to LLS | Basis Differential Swaps | 2013 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 330,760 |
Weighted-Average Fixed Price | 5.8 |
Oil | WTI to LLS | Basis Differential Swaps | 2014 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 501,000 |
Weighted-Average Fixed Price | 5.35 |
Natural Gas | Swaps | 2013 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 3,680,000 |
Weighted-Average Fixed Price | 4.09 |
Hedged Volume, yet to be cash settled | 1,240,000 |
Natural Gas | Swaps | 2014 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 9,125,000 |
Weighted-Average Fixed Price | 4.23 |
Natural Gas | Collars | 2013 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 558,249 |
Natural Gas | Collars | 2013 | Minimum | ' |
Risk Management and Derivative Instruments | ' |
Weighted-Average Fixed Price | 3.68 |
Natural Gas | Collars | 2013 | Maximum | ' |
Risk Management and Derivative Instruments | ' |
Weighted-Average Fixed Price | 4.91 |
Natural Gas | Collars | 2014 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 1,685,004 |
Natural Gas | Collars | 2014 | Minimum | ' |
Risk Management and Derivative Instruments | ' |
Weighted-Average Fixed Price | 3.99 |
Natural Gas | Collars | 2014 | Maximum | ' |
Risk Management and Derivative Instruments | ' |
Weighted-Average Fixed Price | 5.09 |
NGL | Swaps | 2013 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 64,500 |
Weighted-Average Fixed Price | 63.42 |
NGL | Swaps | 2014 | ' |
Risk Management and Derivative Instruments | ' |
Hedged Volume | 151,500 |
Weighted-Average Fixed Price | 62.16 |
Risk_Management_and_Derivative3
Risk Management and Derivative Instruments (Details 2) (Commodity Derivatives, USD $) | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Option | Option | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | Not designated as Hedging Instrument | |
Put | Put | Current Assets | Current Assets | Non-Current Assets | Non-Current Assets | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Swaps | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Collars | Basis Differential Swaps | Basis Differential Swaps | Basis Differential Swaps | Basis Differential Swaps | Basis Differential Swaps | Basis Differential Swaps | Basis Differential Swaps | |||
Oil | Oil | Current Assets | Current Assets | Current Assets | Current Assets | Current Assets | Non-Current Assets | Non-Current Assets | Non-Current Assets | Non-Current Assets | Current Liabilities | Current Liabilities | Current Liabilities | Current Liabilities | Non-Current Liabilities | Non-Current Liabilities | Non-Current Liabilities | Current Assets | Current Assets | Current Assets | Current Assets | Non-Current Assets | Non-Current Assets | Non-Current Assets | Non-Current Assets | Current Liabilities | Current Liabilities | Current Liabilities | Current Liabilities | Non-Current Liabilities | Non-Current Liabilities | Non-Current Liabilities | Non-Current Liabilities | Current Assets | Current Assets | Non-Current Assets | Non-Current Assets | Current Liabilities | Current Liabilities | Non-Current Liabilities | |||||||
bbl | bbl | Oil | Oil | NGL | NGL | Gas | Oil | Oil | NGL | Gas | Oil | Oil | NGL | NGL | Oil | Oil | NGL | Oil | Oil | Gas | Gas | Oil | Oil | Gas | Gas | Oil | Oil | Gas | Gas | Oil | Oil | Gas | Gas | ||||||||||||||
Risk Management and Derivative Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | ($31,110,000) | ($4,113,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Recognized Assets | ' | ' | 12,742,000 | 23,601,000 | 11,995,000 | 21,603,000 | 747,000 | 1,998,000 | 4,405,000 | 16,004,000 | 1,345,000 | 1,624,000 | 3,746,000 | 27,000 | 129,000 | 729,000 | 548,000 | ' | ' | ' | ' | ' | ' | ' | 28,000 | 221,000 | 1,308,000 | 1,129,000 | 40,000 | 207,000 | 41,000 | 897,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,163,000 | 2,625,000 | 91,000 | 36,000 | ' | ' | ' |
Gross Amounts Offset, Assets | ' | ' | 8,659,000 | 16,189,000 | 8,212,000 | 15,908,000 | 447,000 | 281,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Recognized Fair Value Assets | ' | ' | 4,083,000 | 7,412,000 | 3,783,000 | 5,695,000 | 300,000 | 1,717,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Recognized Liabilities | ' | ' | 43,852,000 | 27,714,000 | 36,675,000 | 23,490,000 | 7,177,000 | 4,224,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,941,000 | 11,485,000 | 54,000 | 336,000 | 7,138,000 | 3,606,000 | 122,000 | ' | ' | ' | ' | ' | ' | ' | ' | 460,000 | 238,000 | 18,000 | 112,000 | 36,000 | 49,000 | 3,000 | 73,000 | ' | ' | ' | ' | 202,000 | 11,319,000 | 374,000 |
Gross Amounts Offset, Liabilities | ' | ' | 8,659,000 | 16,189,000 | 8,212,000 | 15,908,000 | 447,000 | 281,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Recognized Fair Value Liabilities | ' | ' | 35,193,000 | 11,525,000 | 28,463,000 | 7,582,000 | 6,730,000 | 3,943,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of deferred premium | $800,000 | $2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of barrels covered under the commodity contract | 138,000 | 411,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk_Management_and_Derivative4
Risk Management and Derivative Instruments (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Gains (losses) on Commodity Derivative Contracts | ' | ' | ' | ' |
Unrealized net (losses) gains | ' | ' | ($26,997) | $5,591 |
Not designated as Hedging Instrument | ' | ' | ' | ' |
Gains (losses) on Commodity Derivative Contracts | ' | ' | ' | ' |
Realized net losses | -9,927 | -4,160 | -16,002 | -15,840 |
Unrealized net (losses) gains | ($35,369) | ($29,566) | ($26,997) | $5,591 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Property and Equipment | ' | ' | ' | ' | ' |
Proved properties | $2,488,680,000 | ' | $2,488,680,000 | ' | $1,522,723,000 |
Unevaluated properties | 425,742,000 | ' | 425,742,000 | ' | 313,941,000 |
Other property and equipment | 10,029,000 | ' | 10,029,000 | ' | 5,038,000 |
Less accumulated depreciation, depletion, and amortization | -443,852,000 | ' | -443,852,000 | ' | -274,294,000 |
Net property and equipment | 2,480,599,000 | ' | 2,480,599,000 | ' | 1,567,408,000 |
Other information | ' | ' | ' | ' | ' |
Capitalized qualifying share-based compensation expense | 500,000 | 100,000 | 1,100,000 | 100,000 | ' |
Depletion expense | 74,345,000 | 30,571,000 | 168,190,000 | 86,303,000 | ' |
Depletion expense (per Boe) | 28.39 | 40.6 | 28.68 | 38.79 | ' |
Oil and Gas Properties | ' | ' | ' | ' | ' |
Other information | ' | ' | ' | ' | ' |
Internal cost capitalized | 2,900,000 | 500,000 | 6,200,000 | 900,000 | ' |
Capitalized qualifying share-based compensation expense | 500,000 | 100,000 | 1,100,000 | 100,000 | ' |
Ceiling limit of capitalized cost for determining impairment to oil and gas properties (as a percent) | 5.00% | ' | 5.00% | ' | ' |
Impairment | ' | ' | $0 | $0 | ' |
Other Property and Equipment | Minimum | ' | ' | ' | ' | ' |
Other information | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '5 years | ' | ' |
Other Property and Equipment | Maximum | ' | ' | ' | ' | ' |
Other information | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '7 years | ' | ' |
Property_and_Equipment_Details1
Property and Equipment (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | 31-May-13 | Oct. 02, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-13 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
9.25% senior unsecured notes | Eagle Property Acquisition | Eagle Property Acquisition | Eagle Property Acquisition | Anadarko Basin Acquisition | Anadarko Basin Acquisition | Anadarko Basin Acquisition | Anadarko Basin Acquisition | Eagle Property Acquisition and Anadarko Basin Acquisition | Eagle Property Acquisition and Anadarko Basin Acquisition | Eagle Property Acquisition and Anadarko Basin Acquisition | ||||||
Maximum | 9.25% senior unsecured notes | Unaudited pro forma | Unaudited pro forma | Unaudited pro forma | ||||||||||||
Panther Energy Company, LLC and its partners | ||||||||||||||||
Acquisition information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $111,505,000 | $25,932,000 | $308,535,000 | $158,756,000 | ' | ' | ' | $69,300,000 | $152,500,000 | $45,600,000 | $59,800,000 | ' | ' | ' | ' | ' |
Unaudited Pro forma information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,606,000 | 378,591,000 | 360,913,000 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,790,000 | -21,401,000 | -136,656,000 |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,500,000 | -9,254,000 | -19,500,000 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | -26,175,000 | -17,803,000 | -37,471,000 | -147,688,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -22,290,000 | -30,655,000 | -156,156,000 |
Net loss per common share - basic (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($0.34) | ($0.47) | ($2.69) |
Net loss per common share - diluted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($0.34) | ($0.47) | ($2.69) |
Additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount borrowed | ' | ' | ' | ' | ' | 700,000,000 | ' | ' | ' | ' | ' | ' | 700,000,000 | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | 9.25% | ' | ' | ' | ' | ' | ' | 9.25% | ' | ' | ' |
Purchase price, cash | ' | ' | ' | ' | ' | ' | 325,000,000 | ' | ' | ' | ' | ' | 618,000,000 | ' | ' | ' |
Oil and gas properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proved | 2,488,680,000 | ' | 2,488,680,000 | ' | 1,522,723,000 | ' | 419,549,000 | ' | ' | 416,239,000 | 416,239,000 | ' | ' | ' | ' | ' |
Unevaluated | ' | ' | ' | ' | ' | ' | 244,236,000 | ' | ' | 206,989,000 | 206,989,000 | ' | ' | ' | ' | ' |
Commodity derivative contracts | ' | ' | ' | ' | ' | ' | 8,453,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets acquired | ' | ' | ' | ' | ' | ' | 672,238,000 | ' | ' | 623,228,000 | 623,228,000 | ' | ' | ' | ' | ' |
Asset retirement obligations | ' | ' | ' | ' | ' | ' | 2,662,000 | ' | ' | 6,296,000 | 6,296,000 | ' | ' | ' | ' | ' |
Deferred income tax liabilities | ' | ' | ' | ' | ' | ' | 25,985,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities assumed | ' | ' | ' | ' | ' | ' | 28,647,000 | ' | ' | 6,296,000 | 6,296,000 | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | ' | ' | $643,591,000 | ' | ' | $616,932,000 | $616,932,000 | ' | ' | ' | ' | ' |
Term for finalization of post-closing purchase price adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' |
Other_Noncurrent_Assets_Detail
Other Noncurrent Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Other Noncurrent Assets | ' | ' |
Deferred financing costs | $47.20 | $25.20 |
Field inventory | 10.5 | ' |
Other noncurrent assets | $0.20 | $0.20 |
Asset_Retirement_Obligations_D
Asset Retirement Obligations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Changes in Company's asset retirement obligations | ' | ' | ' | ' |
Asset retirement obligations at the beginning of the period | ' | ' | $15,245 | ' |
Liabilities incurred | ' | ' | 710 | ' |
Liabilities assumed in Anadarko Basin Acquisition | ' | ' | 6,296 | ' |
Liabilities settled | ' | ' | -61 | ' |
Current period accretion expense | 421 | 165 | 988 | 463 |
Asset retirement obligations at the end of the period | $23,178 | ' | $23,178 | ' |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Accrued Liabilities | ' | ' |
Accrued oil and gas capital expenditures | $69.30 | $69 |
Accrued interest | 53.8 | 16.2 |
Accrued revenue and royalty distributions | 45 | ' |
Accrued taxes | 9.5 | ' |
Other accrued liabilities | $21.10 | $13.40 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-13 | Sep. 30, 2013 | Sep. 26, 2013 | Sep. 25, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | 31-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 |
Midstates Sub | Credit Facility Amendment - September 26, 2013 | Credit Facility Amendment - September 26, 2013 | Credit Facility Amendment - September 26, 2013 | Credit Facility Amendment - September 26, 2013 | Credit Facility Amendment - September 26, 2013 | Credit Facility Amendment - September 26, 2013 | Credit Facility Amendment - September 26, 2013 | Credit Facility Amendment - September 26, 2013 | Senior Revolving Credit Facility, due 2018 | Senior Revolving Credit Facility, due 2018 | Senior Revolving Credit Facility, due 2018 | Senior Revolving Credit Facility, due 2018 | Senior Revolving Credit Facility, due 2018 | Senior Revolving Credit Facility, due 2018 | Senior Revolving Credit Facility, due 2018 | Senior Notes, due 2020 | Senior Notes, due 2020 | Senior Notes, due 2020 | Senior Notes, due 2020 | Senior Notes, due 2020 | Senior Notes, due 2020 | Senior Notes, due 2020 | Senior Notes, due 2021 | Senior Notes, due 2021 | Senior Notes, due 2021 | Senior Notes, due 2021 | Senior Notes, due 2021 | Senior Notes, due 2021 | Senior Notes, due 2021 | |||
item | Fiscal quarter ending September 30, 2013 | Fiscal quarter ending December 31, 2013 | Fiscal quarter ending March 31, 2014 | Fiscal quarter ending June 30, 2014 | Fiscal quarter ending September 30, 2014 | Fiscal quarter ending December 31, 2014 | Fiscal quarter ending March 31, 2015 and each fiscal quarter thereafter | item | Minimum | Maximum | Period One | Period Two | Maximum | Period One | Period Two | Maximum | Maximum | |||||||||||||||
item | Period One | Period One | Period Two | |||||||||||||||||||||||||||||
Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $306,150,000 | ' | ' | $94,000,000 | ' | ' | $600,000,000 | $600,000,000 | $600,000,000 | ' | ' | ' | ' | ' | $700,000,000 | $700,000,000 | ' | ' | ' | ' |
Total long-term debt | 1,606,150,000 | 694,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing base | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | 425,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate added to base rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | 2.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee, option one (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee, option two (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing base redeterminations at company request per 6 month period following each scheduled borrowing base redetermination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period during which Company may request additional redetermination of borrowing base | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding loans and other obligations held by lenders, on whose behalf the administrative agent may request for redetermination of borrowing base | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of equal successive monthly payments to make repayment on reduction of borrowing base | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period for commencement of repayment of equal successive monthly payments following the administrative agent's notice regarding borrowing base reduction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt to EBITDA ratio | ' | ' | ' | ' | 4.75 | 4.75 | 4.75 | 4.5 | 4.25 | 4.25 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
One-time fee agreed to be paid to each lender on the excess portion of their commitment to the borrowing base (as a percent) | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
One-time fee agreed to be paid to each lender on the lesser of such lenders commitment (as a percent) | ' | ' | ' | 0.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Actual current ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Actual Debt to EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.75% | ' | ' | ' | 9.25% | ' | ' | ' | ' | ' | ' |
Proceeds from the offering (net of the initial purchasers' discount and related offering expenses) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000,000 | ' | ' | ' | ' | ' | ' |
Repayment of outstanding facility balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest (as a percent) | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of debt that can be redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | 35.00% |
Debt instrument redemption period end date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Sep-15 | 30-Sep-16 | ' | ' | ' | ' | 31-May-14 | 31-May-16 | ' | ' |
Redemption price, expressed as percentage of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | 110.75% | ' | ' | ' | ' | ' | 103.00% | 109.25% | ' | ' |
Redemption price, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Estimated fair value of the Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 627,000,000 | 627,000,000 | ' | ' | ' | ' | ' | ' | 701,800,000 | 701,800,000 | ' | ' | ' | ' |
Effective annual interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.10% | 11.10% | ' | ' | ' | ' | ' | ' | 9.40% | 9.50% | ' | ' | ' | ' |
Aggregate principal amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000,000 | ' | ' | ' | 700,000,000 | ' | ' | ' | ' | ' | ' |
Number of trailing fiscal quarters used in calculating the company's ratio of total net indebtedness to EBITDA | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount that can be redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000,000 | ' |
Equity_and_ShareBased_Compensa2
Equity and Share-Based Compensation (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 28, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 24, 2012 | Apr. 25, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 30, 2013 | Sep. 30, 2013 | Mar. 30, 2013 | Apr. 25, 2012 | Sep. 30, 2013 | Apr. 24, 2012 |
Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Eagle Property Acquisition | Eagle Property Acquisition | Eagle Property Acquisition | Eagle Property Acquisition | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Preferred Stock | Treasury Stock | Holdings LLC | |||
Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | item | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | ||||||||||||
Maximum | Minimum | Maximum | Maximum | Minimum | Minimum | |||||||||||||||
Transactions with Chief Executive Officer of Petroleum Inc. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,634,353 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Numbers of shares sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of stock sold by the selling shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of sold by the selling shareholders pursuant to an option granted to the underwriters to cover over-allotments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of votes per share entitled to holders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' |
Preferred stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' |
Preferred stock, shares designated | ' | ' | ' | ' | ' | ' | ' | 325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of preferences or rights of conversion or rights of conversion, exchange, pre-exemption or other subscription rights for common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | $2,600,000 | $9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares that would have been issued, had the preferred stock been converted into common shares at a specified conversion price | ' | ' | 1,001,481 | 481,481 | 500,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional dividend amount of convertible preferred stock | ' | ' | 13,500,000 | 6,500,000 | 6,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in number of outstanding shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share count at the beginning of the period (in shares) | ' | ' | ' | ' | ' | 325,000 | ' | ' | ' | ' | ' | ' | 66,619,711 | ' | ' | ' | ' | ' | ' | ' |
Grants of restricted stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,163,959 | ' | ' | ' | ' | ' | ' | ' |
Forfeitures of restricted stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -97,414 | ' | ' | ' | ' | ' | ' | ' |
Acquisition of treasury stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -107,058 | ' |
Share count at the end of the period (in shares) | ' | ' | 325,000 | ' | 325,000 | 325,000 | ' | ' | ' | ' | ' | ' | 68,686,256 | ' | ' | ' | ' | ' | 107,058 | ' |
Liquidation value (in dollars per share) | ' | ' | ' | $1,040 | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rate of interest for preferred stock (as a percent) | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion rate for preferred stock (in dollars per share) | ' | ' | ' | ' | $13.50 | $13.50 | $13.50 | ' | $13.50 | $11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends payable | ' | ' | $13,500,000 | $13,000,000 | $13,500,000 | $13,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional shares of common stock to be issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,229,091 | 1,181,818 | 1,001,481 | 962,963 | ' | ' | ' |
Period required to convert preferred stock into common stock | ' | ' | ' | ' | ' | ' | '15 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for each unit upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 185.5 |
Equity_and_ShareBased_Compensa3
Equity and Share-Based Compensation (Details 2) (Incentive units, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Incentive units | ' |
Restricted Stock Awards | ' |
Incentive units issued | 1,596 |
Stock-based compensation expense (in dollars) | $0 |
Equity_and_ShareBased_Compensa4
Equity and Share-Based Compensation (Details 3) (USD $) | 9 Months Ended | 9 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 20, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Restricted stock awards | LTIP | LTIP | LTIP | LTIP | |
Restricted stock awards | Restricted stock awards | ||||
Directors | |||||
Restricted Stock Awards | ' | ' | ' | ' | ' |
Number of shares registered for future issuance | ' | ' | 6,563,435 | ' | ' |
Number of restricted common stock issued to directors, management and employees under the long term incentive plan (in shares) | ' | ' | ' | 2,758,415 | ' |
Vesting period | ' | ' | ' | '3 years | '1 year |
Percentage of awards vesting on each anniversary of the grant | ' | ' | ' | 33.00% | ' |
Shares | ' | ' | ' | ' | ' |
Non-vested shares outstanding at the beginning of the period | 985,358 | ' | ' | ' | ' |
Granted (in shares) | 2,163,959 | ' | ' | ' | ' |
Vested (in shares) | -293,488 | ' | ' | ' | ' |
Forfeited (in shares) | -97,414 | ' | ' | ' | ' |
Non-vested shares outstanding at the end of the period | 2,758,415 | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' | ' | ' |
Non-vested shares outstanding at the beginning of the period (in dollars per share) | $12.61 | ' | ' | ' | ' |
Granted (in dollars per share) | $7.14 | ' | ' | ' | ' |
Vested (in dollars per share) | $13.10 | ' | ' | ' | ' |
Forfeited (in dollars per share) | $8.48 | ' | ' | ' | ' |
Non-vested shares outstanding at the end of the period (in dollars per share) | $8.41 | ' | ' | ' | ' |
Additional information | ' | ' | ' | ' | ' |
Unrecognized expense (in dollars) | $18.30 | ' | ' | ' | ' |
Weighted-average period for over which unrecognized expense will be recognized | '2 years 1 month 6 days | ' | ' | ' | ' |
Shares available for issuance | ' | 3,805,020 | ' | ' | ' |
Estimated annual forfeiture rate (as a percent) | ' | 0.00% | ' | ' | ' |
Equity_and_ShareBased_Compensa5
Equity and Share-Based Compensation (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation, Post-Initial Public Offering | ' | ' | ' | ' |
Total share-based compensation expense, net of amounts capitalizes to oil and gas properties | $1,908,000 | $886,000 | $4,921,000 | $1,568,000 |
Capitalized qualifying share-based compensation costs to oil and gas properties | 500,000 | 100,000 | 1,100,000 | 100,000 |
2012 LTIP | Restricted stock awards | ' | ' | ' | ' |
Share-based Compensation, Post-Initial Public Offering | ' | ' | ' | ' |
Total share-based compensation expense, net of amounts capitalizes to oil and gas properties | $1,908,000 | $886,000 | $4,921,000 | $1,568,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Income Taxes | ' | ' |
Provision for federal or state income tax prior to company reorganization | $0 | ' |
Additional disclosure | ' | ' |
Estimated effective annual tax rate (as a percent) | 36.50% | ' |
Federal statutory rate (as a percent) | 35.00% | ' |
Current income taxes | 0 | ' |
Valuation allowance | 0 | ' |
Deferred tax assets - current | ' | ' |
Derivative instruments and other | 16,196 | 6,027 |
Deferred tax assets - noncurrent | ' | ' |
US tax loss carryforwards | 110,283 | 90,735 |
State tax loss carryforwards | 19,794 | 12,258 |
Employee benefit plans | 360 | 985 |
Total deferred tax assets, noncurrent | 130,437 | 103,978 |
Deferred tax liabilities - noncurrent | ' | ' |
Oil and gas properties and equipment | 280,428 | 260,715 |
Total deferred tax liabilities, noncurrent | 280,428 | 260,715 |
Reflected in the accompanying balance sheet as: | ' | ' |
Net deferred tax assets, current | 16,196 | 6,027 |
Net deferred tax liability noncurrent | $149,991 | $156,737 |
Loss_Per_Share_Details
Loss Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Loss Per Share | ' | ' | ' | ' | ' |
Net loss | ($23,606) | ($17,803) | ($28,217) | ($147,688) | ' |
Preferred Dividend | -2,569 | ' | -9,254 | ' | ' |
Calculated allocation of net loss attributable to shareholders | -26,175 | -17,803 | -37,471 | -147,688 | ' |
Weighted average shares outstanding (in shares) | 65,821,000 | 65,634,000 | 65,740,000 | 58,080,000 | ' |
Net loss per share (in dollars per share) | ($0.40) | ($0.27) | ($0.57) | ($2.54) | ' |
Aggregate number of common shares outstanding | 68,579,198 | ' | 68,579,198 | ' | 66,619,711 |
Equivalent number of common shares after conversion of Series A preferred stock | ' | ' | 26,000,000 | ' | ' |
Series A Preferred Stock | ' | ' | ' | ' | ' |
Loss Per Share | ' | ' | ' | ' | ' |
Preferred Dividend | -2,569 | ' | -9,254 | ' | ' |
Preferred stock, shares outstanding | 325,000 | ' | 325,000 | ' | 325,000 |
Liquidation value (in dollars per share) | $1,082 | ' | $1,082 | ' | ' |
Conversion price (in dollars per share) | $13.50 | ' | $13.50 | ' | ' |
Common Stock | ' | ' | ' | ' | ' |
Loss Per Share | ' | ' | ' | ' | ' |
Net loss | -23,606 | -17,803 | -28,217 | -147,688 | ' |
Preferred Dividend | -2,569 | ' | -9,254 | ' | ' |
Calculated allocation of net loss attributable to shareholders | ($26,175) | ($17,803) | ($37,471) | ($147,688) | ' |
Weighted average shares outstanding (in shares) | 65,821,000 | 65,634,000 | 65,740,000 | 58,080,000 | ' |
Net loss per share (in dollars per share) | ($0.40) | ($0.27) | ($0.57) | ($2.54) | ' |
Non-vested Restricted Stock | ' | ' | ' | ' | ' |
Loss Per Share | ' | ' | ' | ' | ' |
Aggregate number of common shares outstanding | 2,758,415 | ' | 2,758,415 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Net minimum commitments | ' |
Total | $31,991 |
2013 | 20,152 |
2014 | 4,677 |
2015 | 1,601 |
2016 and beyond | 5,561 |
Drilling contracts | ' |
Net minimum commitments | ' |
Total | 16,971 |
2013 | 13,874 |
2014 | 3,097 |
Non-cancellable office lease commitments | ' |
Net minimum commitments | ' |
Total | 9,132 |
2013 | 390 |
2014 | 1,580 |
2015 | 1,601 |
2016 and beyond | 5,561 |
Seismic contracts | ' |
Net minimum commitments | ' |
Total | 3,192 |
2013 | 3,192 |
Other | ' |
Net minimum commitments | ' |
Total | 2,696 |
2013 | $2,696 |