Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'GDP | ' |
Entity Registrant Name | 'GOODRICH PETROLEUM CORP | ' |
Entity Central Index Key | '0000943861 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 43,672,866 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $1,901 | $1,188 |
Accounts receivable, trade and other, net of allowance | 3,631 | 7,078 |
Accrued oil and natural gas revenue | 22,591 | 19,054 |
Fair value of oil and natural gas derivatives | 8,129 | 2,125 |
Inventory | 2,002 | 2,202 |
Prepaid expenses and other | 1,524 | 926 |
Total current assets | 39,778 | 32,573 |
PROPERTY AND EQUIPMENT: | ' | ' |
Oil and natural gas properties (successful efforts method) | 1,795,190 | 1,619,914 |
Furniture, fixtures and equipment | 6,573 | 6,212 |
Property, Plant and Equipment, Gross, Total | 1,801,763 | 1,626,126 |
Less: Accumulated depletion, depreciation and amortization | -993,809 | -906,377 |
Net property and equipment | 807,954 | 719,749 |
Restricted cash | 109,250 | ' |
Fair value of oil and natural gas derivatives | 43 | ' |
Deferred tax assets | 820 | 636 |
Deferred financing cost and other | 15,512 | 15,427 |
TOTAL ASSETS | 973,357 | 768,385 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 53,819 | 73,094 |
Accrued liabilities | 45,521 | 37,634 |
Accrued abandonment costs | 86 | 168 |
Deferred tax liabilities current | 820 | 636 |
Fair value of oil and natural gas derivatives | 5,735 | 351 |
Total current liabilities | 105,981 | 111,883 |
LONG-TERM DEBT | 625,990 | 568,671 |
Accrued abandonment costs | 19,162 | 18,138 |
Fair value of oil and natural gas derivatives | 887 | 3,987 |
Transportation obligation | 4,822 | 5,461 |
Total liabilities | 756,842 | 708,140 |
Commitments and contingencies (See Note 9) | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Common stock: $0.20 par value, 100,000,000 shares authorized; issued and outstanding 36,749,710 and 36,758,141 shares, respectively | 7,350 | 7,352 |
Treasury stock (4,022 and 77,142 shares, respectively) | -52 | -639 |
Additional paid in capital | 886,998 | 648,458 |
Retained earnings (accumulated deficit) | -680,040 | -597,176 |
Total stockholders' equity | 216,515 | 60,245 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 973,357 | 768,385 |
Series B Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock | 2,250 | 2,250 |
Series C Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock | 4 | ' |
Series D Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock | $5 | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $1 | $1 |
Common stock, par value | $0.20 | $0.20 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 36,749,710 | 36,758,141 |
Common stock, shares outstanding | 36,749,710 | 36,758,141 |
Treasury stock | 4,022 | 77,142 |
Series B Preferred Stock | ' | ' |
Preferred stock, dividend rate | 5.38% | 5.38% |
Preferred stock, shares issued | 2,250,000 | 2,250,000 |
Preferred stock, shares outstanding | 2,250,000 | 2,250,000 |
Series C Preferred Stock | ' | ' |
Preferred stock, dividend rate | 10.00% | 10.00% |
Preferred stock, shares issued | 4,400 | 0 |
Preferred stock, shares outstanding | 4,400 | 0 |
Series D Preferred Stock | ' | ' |
Preferred stock, dividend rate | 9.75% | 9.75% |
Preferred stock, shares issued | 5,200 | 0 |
Preferred stock, shares outstanding | 5,200 | 0 |
Consolidated_Statements_Of_Ope
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 and natural gas revenues | $56,824 | $45,967 | $151,949 | $132,755 |
Other | 337 | -7 | 781 | -141 |
Total revenues | 57,161 | 45,960 | 152,730 | 132,614 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Lease operating expense | 7,072 | 6,218 | 20,169 | 21,267 |
Production and other taxes | 2,462 | 1,672 | 7,964 | 5,752 |
Transportation and processing | 2,768 | 3,410 | 7,841 | 11,060 |
Depreciation, depletion and amortization | 33,320 | 37,298 | 102,807 | 104,138 |
Exploration | 4,115 | 2,523 | 16,961 | 6,755 |
Impairment | ' | ' | ' | 2,662 |
General and administrative | 8,294 | 7,142 | 25,326 | 21,753 |
Gain on sale of assets | -16 | -44,157 | -59 | -44,229 |
Other | ' | ' | -91 | ' |
Operating Expenses, Total | 58,015 | 14,106 | 180,918 | 129,158 |
Operating income (loss) | -854 | 31,854 | -28,188 | 3,456 |
OTHER INCOME (EXPENSE): | ' | ' | ' | ' |
Interest expense | -12,679 | -13,314 | -39,079 | -39,316 |
Interest income and other | -1 | 2 | 18 | 3 |
Loss on early extinguishment of debt | -4,792 | ' | -4,792 | ' |
Gain (loss) on derivatives not designated as hedges | -8,759 | -6,137 | 350 | 27,331 |
Nonoperating Income (Expense), Total | -26,231 | -19,449 | -43,503 | -11,982 |
Income (loss) before income taxes | -27,085 | 12,405 | -71,691 | -8,526 |
Income tax | ' | ' | ' | ' |
Net income (loss) | -27,085 | 12,405 | -71,691 | -8,526 |
Preferred stock dividends | 5,705 | 1,511 | 11,173 | 4,535 |
Net income (loss) applicable to common stock | ($32,790) | $10,894 | ($82,864) | ($13,061) |
PER COMMON SHARE | ' | ' | ' | ' |
Net income (loss) applicable to common stock-basic | ($0.89) | $0.30 | ($2.26) | ($0.36) |
Net income (loss) applicable to common stock-diluted | ($0.89) | $0.30 | ($2.26) | ($0.36) |
Weighted average common shares outstanding-basic | 36,732 | 36,391 | 36,706 | 36,365 |
Weighted average common shares outstanding-diluted | 36,732 | 36,619 | 36,706 | 36,365 |
Consolidated_Statements_Of_Cas
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 | ($71,691) | ($8,526) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depletion, depreciation and amortization | 102,807 | 104,138 |
Unrealized (gain) loss on derivatives not designated as hedges | -3,762 | 28,696 |
Impairment | ' | 2,662 |
Amortization of leasehold costs | 13,192 | 3,873 |
Share based compensation (non-cash) | 5,211 | 4,711 |
Gain on sale of assets | -59 | -44,229 |
Exploration cost | 658 | ' |
Amortization of finance cost, debt discount and accretion | 10,005 | 9,407 |
Loss on early extinguishment of debt | 4,792 | ' |
Amortization of transportation obligation | 920 | 895 |
Change in assets and liabilities: | ' | ' |
Accounts receivable, trade and other, net of allowance | 3,447 | -1,287 |
Accrued oil and natural gas revenue | -3,537 | 3,991 |
Inventory | 200 | 5,657 |
Prepaid expenses and other | -114 | 3,268 |
Accounts payable | -19,275 | -4,119 |
Accrued liabilities | -1,953 | -11,564 |
Net cash provided by operating activities | 40,841 | 97,573 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Capital expenditures | -195,624 | -184,944 |
Proceeds from sale of assets | 449 | 93,708 |
Net cash used in investing activities | -195,175 | -91,236 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from bank borrowings | 274,800 | 102,500 |
Principal payments of bank borrowings | -227,000 | -106,000 |
Restricted cash | -109,250 | ' |
Proceeds from preferred stock offering | 230,822 | ' |
Preferred stock dividends | -11,173 | -4,535 |
Debt issuance costs | -3,440 | -56 |
Exercise of stock options and warrants | 322 | 16 |
Other | -34 | -39 |
Net cash provided by financing activities | 155,047 | -8,114 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 713 | -1,777 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,188 | 3,347 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $1,901 | $1,570 |
Description_of_Business_and_Si
Description of Business and Significant Accounting Policies | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Description of Business and Significant Accounting Policies | ' | ||||||||||||||||||||||||
NOTE 1—Description of Business and Significant Accounting Policies | |||||||||||||||||||||||||
Goodrich Petroleum Corporation (together with its subsidiary, “we,” “our,” or the “Company”) is an independent oil and natural gas company engaged in the exploration, development and production of oil and natural gas on properties primarily in (i) South Texas, primarily targeting the Eagle Ford Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale Trend and Cotton Valley Taylor Sand, and (iii) Southwest Mississippi and Southeast Louisiana, primarily targeting the Tuscaloosa Marine Shale (“TMS”). | |||||||||||||||||||||||||
Principles of Consolidation—The consolidated financial statements of the Company included in this Quarterly Report on Form 10-Q have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly, certain information normally included in the financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) has been condensed or omitted. The consolidated financial statements include the financial statements of Goodrich Petroleum Corporation and its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. Certain data in prior periods’ financial statements have been adjusted to conform to the presentation of the current period. We have evaluated subsequent events through the date of this filing. | |||||||||||||||||||||||||
Use of Estimates—Our management has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with US GAAP. | |||||||||||||||||||||||||
Cash and Cash Equivalents—Cash and cash equivalents include cash on hand, demand deposit accounts and temporary cash investments with maturities of ninety days or less at date of purchase. | |||||||||||||||||||||||||
Restricted Cash—Cash held in escrow at September 30, 2013 totaled $109.25 million. This cash is restricted for the repayment of our remaining outstanding 5.0% Convertible Senior Notes due 2029. See “– Note 3 – Debt”. | |||||||||||||||||||||||||
Inventory—Inventory consists of casing and tubulars that are expected to be used in our capital drilling program and oil in storage tanks. Inventory is carried on our Consolidated Balance Sheets at the lower of cost or market. | |||||||||||||||||||||||||
Property and Equipment—We follow the successful efforts method of accounting for exploration and development expenditures. Under this method, costs of acquiring unproved and proved oil and natural gas leasehold acreage are capitalized. When proved reserves are found on an unproved property, the associated leasehold cost is transferred to proved properties. Significant unproved leases are reviewed periodically, and a valuation allowance is provided for any estimated decline in value. Costs of all other unproved leases are amortized over the estimated average holding period of the leases. Development costs are capitalized, including the costs of unsuccessful development wells. | |||||||||||||||||||||||||
Exploration—Exploration expenditures, including geological and geophysical costs, delay rentals and exploratory dry hole costs are expensed as incurred. Costs of drilling exploratory wells are initially capitalized pending determination of whether proved reserves can be attributed to the exploratory well. If management determines that commercial quantities of hydrocarbons have not been discovered, capitalized costs associated with exploratory wells are expensed. | |||||||||||||||||||||||||
Fair Value Measurement—Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, whether in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, our credit risk. | |||||||||||||||||||||||||
We use various methods, including the income approach and market approach, to determine the fair values of our financial instruments that are measured at fair value on a recurring basis, which depend on a number of factors, including the availability of observable market data over the contractual term of the underlying instrument. For some of our instruments, the fair value is calculated based on directly observable market data or data available for similar instruments in similar markets. For other instruments, the fair value may be calculated based on these inputs as well as other assumptions related to estimates of future settlements of these instruments. We separate our financial instruments into three levels (levels 1, 2 and 3) based on our assessment of the availability of observable market data and the significance of non-observable data used to determine the fair value of our instruments. Our assessment of an instrument can change over time based on the maturity or liquidity of the instrument, which could result in a change in the classification of the instruments between levels. | |||||||||||||||||||||||||
Each of these levels and our corresponding instruments classified by level are further described below: | |||||||||||||||||||||||||
• | Level 1 Inputs—unadjusted quoted market prices in active markets for identical assets or liabilities. Included in this level is our senior notes; | ||||||||||||||||||||||||
• | Level 2 Inputs—quotes which are derived principally from or corroborated by observable market data. Included in this level are our Senior Credit Facility and commodity derivatives whose fair values are based on third-party quotes or available interest rate information and commodity pricing data obtained from third party pricing sources and our creditworthiness or that of our counterparties; and | ||||||||||||||||||||||||
• | Level 3 Inputs—unobservable inputs for the asset or liability, such as discounted cash flow models or valuations, based on our various assumptions and future commodity prices. Included in this level are our oil and natural gas properties which are deemed impaired. | ||||||||||||||||||||||||
At each of September 30, 2013 and December 31, 2012, the carrying amounts of our cash and cash equivalents, trade receivables and payables represented fair value because of the short-term nature of these instruments. | |||||||||||||||||||||||||
Impairment—We periodically assess our long-lived assets recorded in oil and natural gas properties on the Consolidated Balance Sheets to ensure that they are not carried in excess of fair value, which is computed using Level 3 inputs such as discounted cash flow models or valuations, based on estimated future commodity prices and our various operational assumptions. An evaluation is performed on a field-by-field basis at least annually or whenever changes in facts and circumstances indicate that our oil and natural gas properties may be impaired. There was no indication of impairment of the carrying value of our oil and natural gas properties as of September 30, 2013. | |||||||||||||||||||||||||
Depreciation—Depreciation and depletion of producing oil and natural gas properties is calculated using the units-of-production method. Proved developed reserves are used to compute unit rates for unamortized tangible and intangible development costs, and proved reserves are used for unamortized leasehold costs. | |||||||||||||||||||||||||
Gains and losses on disposals or retirements that are significant or include an entire depreciable or depletable property unit are included in operating income. Depreciation of furniture, fixtures and equipment, consisting of office furniture, computer hardware and software and leasehold improvements is computed using the straight-line method over their estimated useful lives, which vary from three to five years. | |||||||||||||||||||||||||
Transportation Obligation—We entered into a natural gas gathering agreement with an independent service provider, effective July 27, 2010. The agreement is scheduled to remain in effect for a period of ten years and requires the service provider to construct pipelines and facilities to connect our wells to the service provider’s gathering system in our Eagle Ford Shale area of South Texas. In compensation for the services, we agreed to pay the service provider 110% of the total capital cost incurred by the service provider to construct new pipelines and facilities. The service provider will bill us for 20 percent of the accumulated unpaid capital costs annually. | |||||||||||||||||||||||||
We account for the agreement by recording a long-term asset, included in “Deferred financing cost and other” on our Consolidated Balance Sheets. The asset is amortized using the units-of-production method and the amortization expense is included in “Transportation and processing” on our Consolidated Statements of Operations. The related current and long-term liabilities are presented on our Consolidated Balance Sheets in “Accrued liabilities” and “Transportation obligation,” respectively. | |||||||||||||||||||||||||
Asset Retirement Obligations— These obligations are related to the abandonment and site restoration requirements that result from the acquisition, construction and development of our oil and natural gas properties. We record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. Accretion expense is included in depreciation, depletion and amortization on our Consolidated Statements of Operations. | |||||||||||||||||||||||||
Revenue Recognition—Oil and natural gas revenues are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectability of the revenue is probable. Revenues from the production of oil and natural gas properties in which we have an interest with other producers are recognized using the entitlements method. We record a liability or an asset for natural gas balancing when we have sold more or less than our working interest share of natural gas production, respectively. At each of September 30, 2013 and December 31, 2012, the net liability for natural gas balancing was immaterial. Differences between actual production and net working interest volumes are routinely adjusted. | |||||||||||||||||||||||||
Derivative Instruments—We use derivative instruments such as futures, forwards, options, collars and swaps for purposes of hedging our exposure to fluctuations in the price of crude oil and natural gas and to hedge our exposure to changing interest rates. Accounting standards related to derivative instruments and hedging activities require that all derivative instruments subject to the requirements of those standards be measured at fair value and recognized as assets or liabilities in the balance sheet. We offset the fair value of our asset and liability positions with the same counter party for each commodity type. Changes in fair value are required to be recognized in earnings unless specific hedge accounting criteria are met. We have not designated any of our derivative contracts as hedges, accordingly; changes in fair value are reflected in earnings. | |||||||||||||||||||||||||
Income Taxes—We account for income taxes, as required, under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||||||||||||||||||
We recognize, as required, the financial statement benefit of an uncertain tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||||||||||||||||||||||||
Earnings Per Share— Basic income per common share is computed by dividing net income available to common stockholders for each reporting period by the weighted-average number of common shares outstanding during the period. Diluted income per common share is computed by dividing net income available to common stockholders for each reporting period by the weighted average number of common shares outstanding during the period, plus the effects of potentially dilutive stock options, restricted stock, convertible notes and convertible preferred stock. We use the Treasury Stock method to calculate dilution associated with stock options and restricted stock. The potential dilutive effect of the conversion of shares are associated with our 5.375% Series B Convertible Preferred Stock, 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”) and 5% Convertible Senior Notes due 2029 (the “2029 Notes”) and 5% Convertible Senior Notes due 2032 (the “2032 Notes). | |||||||||||||||||||||||||
Share-Based Compensation—We account for our share-based transactions using fair value and recognize compensation expense over the requisite service period. The fair value of each option award is estimated using a Black-Scholes option valuation model with various assumptions based on our estimates. Our assumptions include expected volatility, expected term of option, risk-free interest rate and dividend yield. Expected volatility estimates are developed by us based on historical volatility of our stock. We use historical data to estimate the expected term of the options. The risk-free interest rate for periods within the expected life of the option is based on the U.S. Treasury yield in effect at the grant date. Our common stock does not pay dividends; therefore, the dividend yield is zero. The fair value of restricted stock is measured using the close of the day stock price on the day of the award. | |||||||||||||||||||||||||
Commitments and Contingencies—Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Recoveries from third parties, when probable of realization, are separately recorded and are not offset against the related liability. | |||||||||||||||||||||||||
Guarantee—On March 2, 2011, we issued and sold $275 million aggregate principal amount of our 8.875% Senior Notes due 2019 (the “2019 Notes”). Upon issuance of the guarantee related to the 2019 Notes, our subsidiary also became a guarantor on our outstanding 2029 Notes and our 2026 Notes, pursuant to the respective indentures governing the 2029 Notes and 2026 Notes. On August 26, 2013, we issued $109.25 million aggregate principal amount of our 2032 Notes, which are also guaranteed by our subsidiary pursuant to the terms of the indenture governing the 2032 Notes. The 2019 Notes, 2029 Notes, 2026 Notes and 2032 Notes are guaranteed on a senior unsecured basis by our wholly-owned subsidiary, Goodrich Petroleum Company, L.L.C. | |||||||||||||||||||||||||
Goodrich Petroleum Corporation, as the parent company (the “Parent Company”), has no independent assets or operations. The guarantee is full and unconditional, subject to customary exceptions pursuant to the indenture governing our 2019 Notes, 2026 Notes, 2029 Notes and 2032 Notes, as discussed below. The Parent Company has no other subsidiaries. In addition, there are no restrictions on the ability of the Parent Company to obtain funds from its subsidiary by dividend or loan. Finally, the Parent Company’s wholly-owned subsidiary does not have restricted assets that exceed 25% of net assets as of the most recent fiscal year end that may not be transferred to the Parent Company in the form of loans, advances or cash dividends by the subsidiary without the consent of a third party. | |||||||||||||||||||||||||
Guarantees of the 2019 Notes will be released under certain circumstances, including in the event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its capital stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction to a person which is not the Parent Company or a Restricted Subsidiary of the Parent Company, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if the sale or other disposition does not violate the covenants described under “Limitation on Sales of Assets and Subsidiary Stock” in the indenture governing the 2019 Notes. In addition, a Subsidiary Guarantor will be released from its obligations under the indenture and its guarantee if such Subsidiary Guarantor ceases to guarantee any other indebtedness of the Parent Company or a Subsidiary Guarantor under a credit facility, and is not a borrower under the Senior Secured Credit Agreement, provided no Event of Default (as defined in the indenture governing the 2019 Notes) has occurred and is continuing; or if the Parent Company designates such subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of the indenture or if such subsidiary otherwise no longer meets the definition of a Restricted Subsidiary; or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the 2019 Notes in accordance with the indenture. | |||||||||||||||||||||||||
Guarantees of the 2032 Notes, 2029 Notes and 2026 Notes will be released if the Subsidiary Guarantor no longer guarantees the 2019 Notes, if the Subsidiary Guarantor is dissolved or liquidated, if the Subsidiary Guarantor is no longer the Parent Company’s subsidiary or upon satisfaction and discharge of the 2032 Notes, 2029 Notes or 2026 Notes in accordance with their respective indentures. | |||||||||||||||||||||||||
New Accounting Pronouncements | |||||||||||||||||||||||||
Accounting Standards Update (“ASU”) 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities.”—In December 2011, the Financial Accounting Standards Board (“FASB”) issued guidance intended to result in convergence between (“GAAP”) and International Financial Reporting Standards (“IFRS”) requirements for offsetting (netting) assets and liabilities presented in the statements of financial position. The guidance requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The disclosure affects all entities with financial instruments and derivatives that are either offset on the balance sheet in accordance with Accounting Standards Codification (“ASC”), ASC 210-20-45 or ASC 815-10-45, or subject to a master netting arrangement, irrespective of whether they are offset on the balance sheet. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments. The guidance is effective for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. Entities should provide the disclosures required by this ASU retrospectively for all comparative periods presented. We have adopted this guidance effective January 1, 2013. | |||||||||||||||||||||||||
We enter into oil and natural gas derivative contracts under which we have netting arrangements with each counter party. The following table discloses and reconciles the gross amounts to the amounts as presented on the Statement of Financial Position for the periods ending September 30, 2013 and December 31, 2012. | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Fair Value of Oil and Natural Gas Derivatives (in thousands) | Gross | Amount | As | Gross | Amount | As | |||||||||||||||||||
Amount | Offset | Presented | Amount | Offset | Presented | ||||||||||||||||||||
Derivative Current Asset | $ | 8,223 | $ | (94 | ) | $ | 8,129 | $ | 2,410 | $ | (285 | ) | $ | 2,125 | |||||||||||
Derivative Non-current Asset | 2,172 | (2,129 | ) | 43 | — | — | — | ||||||||||||||||||
Derivative Current Liability | (5,829 | ) | 94 | (5,735 | ) | (636 | ) | 285 | (351 | ) | |||||||||||||||
Derivative Non-current Liability | (3,016 | ) | 2,129 | (887 | ) | (3,987 | ) | — | (3,987 | ) | |||||||||||||||
Total | $ | 1,550 | $ | — | $ | 1,550 | $ | (2,213 | ) | $ | — | $ | (2,213 | ) | |||||||||||
Asset_Retirement_Obligations
Asset Retirement Obligations | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Asset Retirement Obligations | ' | ||||
NOTE 2—Asset Retirement Obligations | |||||
The reconciliation of the beginning and ending asset retirement obligation for the nine months ended September 30, 2013, is as follows (in thousands): | |||||
September 30, | |||||
2013 | |||||
Beginning balance | $ | 18,306 | |||
Liabilities incurred | 429 | ||||
Revisions in estimated liabilities | — | ||||
Liabilities settled | (82 | ) | |||
Accretion expense | 920 | ||||
Dispositions | (325 | ) | |||
Ending balance | $ | 19,248 | |||
Current liability | $ | 86 | |||
Long term liability | $ | 19,162 | |||
Debt
Debt | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Debt | ' | ||||||||||||||||||||||||||||||||
NOTE 3—Debt | |||||||||||||||||||||||||||||||||
Debt consisted of the following balances as of the dates indicated (in thousands): | |||||||||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Principal | Carrying | Fair | Principal | Carrying | Fair | ||||||||||||||||||||||||||||
Amount | Value (1) | Amount | Value (1) | ||||||||||||||||||||||||||||||
Senior Credit Facility | $ | 142,800 | $ | 142,800 | $ | 142,800 | $ | 95,000 | $ | 95,000 | $ | 95,000 | |||||||||||||||||||||
3.25% Convertible Senior Notes due 2026 | 429 | 429 | 429 | 429 | 429 | 429 | |||||||||||||||||||||||||||
5.0% Convertible Senior Notes due 2029 (2) | 109,250 | 103,199 | 118,482 | 218,500 | 198,242 | 204,975 | |||||||||||||||||||||||||||
5.0% Convertible Senior Notes due 2032 (3) | 109,462 | 104,562 | 122,633 | — | — | — | |||||||||||||||||||||||||||
8.875% Senior Notes due 2019 | 275,000 | 275,000 | 281,188 | 275,000 | 275,000 | 261,250 | |||||||||||||||||||||||||||
Total debt | $ | 636,941 | $ | 625,990 | $ | 665,532 | $ | 588,929 | $ | 568,671 | $ | 561,654 | |||||||||||||||||||||
-1 | The carrying amount for the Senior Credit Facility represents fair value because the variable interest rates are reflective of current market condition. The fair value of the notes was obtained by direct market quotes within Level 2 of the fair value hierarchy. | ||||||||||||||||||||||||||||||||
-2 | The debt discount is amortized using the effective interest rate method based upon an original five year term through October 1, 2014, the first repurchase date applicable to the 2029 Notes. The debt discount was $6.1 million and $20.3 million as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||||||||
-3 | The debt discount is amortized using the effective interest rate method based upon a four year term through October 1, 2017, the first repurchase date applicable to the 2032 Notes. The debt discount was $4.9 million as of September 30, 2013. | ||||||||||||||||||||||||||||||||
The following table summarizes the total interest expense (contractual interest expense, amortization of debt discount, amortization of financing costs and accretion) and the effective interest rate on the liability component of the debt (amounts in thousands, except effective interest rates): | |||||||||||||||||||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||||||||||||||
September 30, 2013 | September 30, 2012 | September 30, 2013 | September 30, 2012 | ||||||||||||||||||||||||||||||
Interest | Effective | Interest | Effective | Interest | Effective | Interest | Effective | ||||||||||||||||||||||||||
Expense | Interest | Expense | Interest | Expense | Interest | Expense | Interest | ||||||||||||||||||||||||||
Rate | Rate | Rate | Rate | ||||||||||||||||||||||||||||||
Senior Credit Facility | $ | 894 | 5.9 | % | $ | 1,561 | 3.5 | % | $ | 3,235 | 4.9 | % | $ | 4,057 | 3.6 | % | |||||||||||||||||
3.25% Convertible Senior Notes due 2026 | 3 | 3.3 | % | 3 | 3.2 | % | 10 | 3.3 | % | 10 | 3.2 | % | |||||||||||||||||||||
5.0% Convertible Senior Notes due 2029 | 4,578 | 11.1 | % | 5,423 | 10.9 | % | 15,976 | 11.3 | % | 16,269 | 11.2 | % | |||||||||||||||||||||
5.0% Convertible Senior Notes due 2032 | 877 | 8.7 | % | — | — | % | 877 | 8.7 | % | — | — | ||||||||||||||||||||||
8.875% Senior Notes due 2019 | 6,327 | 9.2 | % | 6,327 | 9 | % | 18,981 | 9.2 | % | 18,981 | 9.1 | % | |||||||||||||||||||||
Total Total | $ | 12,679 | $ | 13,314 | $ | 39,079 | $ | 39,317 | |||||||||||||||||||||||||
Senior Credit Facility | |||||||||||||||||||||||||||||||||
On May 5, 2009, we entered into a Second Amended and Restated Credit Agreement (including all amendments, the “Senior Credit Facility”) that replaced our previous facility. Total lender commitments under the Senior Credit Facility are $600 million subject to borrowing base limitations. Pursuant to the terms of the Senior Credit Facility, borrowing base redeterminations occur on a semi-annual basis on April 1 and October 1. In connection with the October 1, 2013 redetermination, the borrowing base was increased to $270 million. Interest on revolving borrowings under the Senior Credit Facility accrues at a rate calculated, at our option, at the bank base rate plus 1.00% to 1.75%, or LIBOR plus 2.00% to 2.75%, depending on borrowing base utilization. As of September 30, 2013, we had $142.8 million outstanding with a borrowing base of $243 million under the Senior Credit Facility. Substantially all our assets are pledged as collateral to secure the Senior Credit Facility. | |||||||||||||||||||||||||||||||||
On March 25, 2013, we entered into an Eighth Amendment to our Senior Credit Facility, which was declared effective as of March 13, 2013, to amend certain covenants to permit payment of regular cash dividends up to $250 million in stated or liquidation value of any new series of preferred stock, for so long as no Default, Event of Default or Borrowing Base Deficiency (as such terms are defined in the Senior Credit Facility) exists. The Eighth Amendment also permits us to fund an escrow account on or prior to June 30, 2014 sufficient to repurchase the outstanding principal amount of our 2029 Notes with future bank borrowings or cash on hand. As of September 30, 2013, we deposited $109.25 million in an escrow account to provide for the repurchase of the remaining outstanding principal amount of our 2029 Notes, which is reflected as restricted cash. Pursuant to the terms of our Senior Credit Facility, the funding of this escrow automatically extended the maturity of the Senior Credit Facility to February 25, 2016. The $109.25 million in escrow as of September 30, 2013 is reflected in these financial statement as restricted cash. | |||||||||||||||||||||||||||||||||
The Eighth Amendment also provides additional flexibility to exchange or modify the 2029 Notes for certain qualifying debt and equity securities. | |||||||||||||||||||||||||||||||||
The terms of the Senior Credit Facility require us to maintain certain covenants. Capitalized terms used here, but not defined, have the meanings assigned to them in the Senior Credit Facility. The primary financial covenants include: | |||||||||||||||||||||||||||||||||
• | Current Ratio of 1.0/1.0; | ||||||||||||||||||||||||||||||||
• | Ratio of EBITDAX to cash Interest Expense of not less than 2.5/1.0 for the trailing four quarters; and | ||||||||||||||||||||||||||||||||
• | Total Debt no greater than 4.0 times EBITDAX for the trailing four quarters. | ||||||||||||||||||||||||||||||||
As used in connection with the Senior Credit Facility, Current Ratio is consolidated current assets (including current availability under the Senior Credit Facility, but excluding non-cash assets related to our derivatives) to consolidated current liabilities (excluding non-cash liabilities related to our derivatives, accrued capital expenditures and current maturities under the Senior Credit Facility). | |||||||||||||||||||||||||||||||||
As used in connection with the Senior Credit Facility, EBITDAX is earnings before interest expense, income tax, depreciation, depletion and amortization, exploration expense, stock based compensation and impairment of oil and natural gas properties. In calculating EBITDAX for this purpose, earnings include realized gains (losses) from derivatives not designated as hedges but exclude unrealized gains (losses) from derivatives not designated as hedges. | |||||||||||||||||||||||||||||||||
We were in compliance with all the financial covenants of the Senior Credit Facility as of September 30, 2013. | |||||||||||||||||||||||||||||||||
8.875% Senior Notes due 2019 | |||||||||||||||||||||||||||||||||
On March 2, 2011, we sold $275 million of our 2019 Notes. The 2019 Notes mature on March 15, 2019, unless earlier redeemed or repurchased. The 2019 Notes are our senior unsecured obligations and rank equally in right of payment to all of our other existing and future indebtedness. The 2019 Notes accrue interest at a rate of 8.875% annually, and interest is paid semi-annually in arrears on March 15 and September 15. The 2019 Notes are guaranteed by our subsidiary that also guarantees our Senior Credit Facility. | |||||||||||||||||||||||||||||||||
Before March 15, 2014, we may on one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes at a redemption price of 108.875% of the principal amount of the 2019 Notes, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings. On or after March 15, 2015, we may redeem all or a portion of the 2019 Notes at redemption prices (expressed as percentages of principal amount) equal to (i) 104.438% for the twelve-month period beginning on March 15, 2015; (ii) 102.219% for the twelve-month period beginning on March 15, 2016 and (iii) 100% on or after March 15, 2017, in each case plus accrued and unpaid interest to the redemption date. In addition, prior to March 15, 2015, we may redeem all or a part of the 2019 Notes at a redemption price equal to 100% of the principal amount of the 2019 Notes to be redeemed plus a make-whole premium, plus accrued and unpaid interest to the redemption date. | |||||||||||||||||||||||||||||||||
The indenture governing the 2019 Notes restricts our ability and the ability of certain of our subsidiaries to: (i) incur additional debt; (ii) make certain dividends or pay dividends or distributions on our capital stock or purchase, redeem or retire such capital stock; (iii) sell assets, including the capital stock of our restricted subsidiaries; (iv) pay dividends or other payments of our restricted subsidiaries; (v) create liens that secure debt; (vi) enter into transactions with affiliates and (vii) merge or consolidate with another company. These covenants are subject to a number of important exceptions and qualifications. At any time when the 2019 Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no Default (as defined in the indenture governing the 2019 Notes) has occurred and is continuing, many of these covenants will terminate. | |||||||||||||||||||||||||||||||||
5% Convertible Senior Notes due 2029 | |||||||||||||||||||||||||||||||||
In September 2009, we sold $218.5 million of our 2029 Notes. The 2029 Notes mature on October 1, 2029, unless earlier converted, redeemed or repurchased. On August 21, 2013, we entered into separate, privately negotiated exchange agreements under which we retired $109.25 million in aggregate principal amount of these outstanding 2029 Notes in exchange for our issuance of a new series of 5.0% Convertible Senior Notes due 2032 (the “2032 Notes”) in an aggregate original principal amount of $109.25 million. The 2032 Notes will mature on October 1, 2032. Following these transactions, $109.25 million in aggregate principal amount of the 2029 Notes remain outstanding with terms unchanged. The exchange closed on August 26, 2013. Please see description of the 2032 Notes below. | |||||||||||||||||||||||||||||||||
The 2029 Notes are our senior unsecured obligations and rank equally in right of payment to all of our other existing and future indebtedness. The 2029 Notes accrue interest at a rate of 5% annually, and interest is paid semi-annually in arrears on April 1 and October 1 of each year, beginning in 2010. Interest began accruing on the 2029 Notes on September 28, 2009. | |||||||||||||||||||||||||||||||||
Before October 1, 2014, we may not redeem the 2029 Notes. On or after October 1, 2014, we may redeem all or a portion of the 2029 Notes for cash, and the investors may require us to repurchase the 2029 Notes on each of October 1, 2014, 2019 and 2024. Upon conversion, we have the option to deliver shares at the applicable conversion rate, redeem in cash or in certain circumstances redeem in a combination of cash and shares. | |||||||||||||||||||||||||||||||||
Investors may convert their 2029 Notes at their option at any time prior to the close of business on the second business day immediately preceding the maturity date under the following circumstances: (1) during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of our common stock is greater than or equal to 135% of the conversion price of the 2029 Notes for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) prior to October 1, 2014, during the five business-day period after any ten consecutive trading-day period (the “measurement period”) in which the trading price of $1,000 principal amount of 2029 Notes for each trading day in the measurement period was less than 97% of the product of the last reported sale price of our common stock and the conversion rate on such trading day; (3) if the 2029 Notes have been called for redemption; or (4) upon the occurrence of one of specified corporate transactions. Investors may also convert their 2029 Notes at their option at any time beginning on September 1, 2029, and ending at the close of business on the second business day immediately preceding the maturity date. | |||||||||||||||||||||||||||||||||
The 2029 Notes are convertible into shares of our common stock at a rate equal to 28.8534 shares per $1,000 principal amount of 2029 Notes (equal to an initial conversion price of approximately $34.66 per share of common stock per share). | |||||||||||||||||||||||||||||||||
Proceeds received from the issuance of the 2029 Notes were used, in part, to fully pay-off a second lien term loan of $75 million and for general corporate purposes. | |||||||||||||||||||||||||||||||||
We separately account for the liability and equity components of our 2029 Notes in a manner that reflects our nonconvertible debt borrowing rate when interest is recognized in subsequent periods. Upon issuance of the notes in September 2009, in accordance with accounting standards related to convertible debt instruments that may be settled in cash upon conversion, we recorded a debt discount of $49.4 million, thereby reducing the carrying the value of $218.5 million notes on the December 31, 2009 balance sheet to $171.1 million and recorded an equity component net of tax of $32.1 million. The debt discount is amortized using the effective interest rate method based upon an original five year term through October 1, 2014. Subject to the adjustments made as the result of the August 21, 2013 exchange transaction, $6.1 million of debt discount remains to be amortized on the 2029 notes as of September 30, 2013. | |||||||||||||||||||||||||||||||||
On October 1, 2013, we closed a private note exchange transaction in which we retired an additional $57.434 million aggregate principal amount of our 2029 Notes in exchange for the issuance of $57.0 million of our 2032 Notes. See “–Note 10 – Subsequent Events.” | |||||||||||||||||||||||||||||||||
5% Convertible Senior Notes due 2032 | |||||||||||||||||||||||||||||||||
We entered into separate, privately negotiated exchange agreements under which we retired $109.25 million in aggregate principal amount of our outstanding 2029 Notes in exchange for issuance of a new series of 5.0% Convertible Senior Notes due 2032 (the “2032 Notes”) in an aggregate original principal amount of $109.25 million. The 2032 Notes will mature on October 1, 2032. The exchange transaction closed on August 26, 2013. | |||||||||||||||||||||||||||||||||
Many terms of the 2032 Notes will remain the same as the 2029 Notes they replace, including the 5.0% annual cash interest rate and the conversion rate of 28.8534 shares of our common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $34.6580 per share of common stock), subject to adjustment in certain circumstances. | |||||||||||||||||||||||||||||||||
Unlike the 2029 Notes, the principal amount of the 2032 Notes will accrete at a rate of 2% per year commencing August 26, 2013, compounding on a semi-annual basis, until October 1, 2017. The accreted portion of the principal is payable in cash upon maturity but does not bear cash interest and is not convertible into our common stock. Holders have the option to require us to purchase any outstanding 2032 Notes on each of October 1, 2017, October 1, 2022 and October 1, 2027, at a price equal to 100% of the principal amount plus the accretion thereon. Accretion of principal will be reflected as a non-cash component of interest expense on our statement of operations during the term of the 2032 Notes. We have recorded $0.2 million of accretion in the current period. | |||||||||||||||||||||||||||||||||
We have the right to redeem the 2032 Notes on or after October 1, 2016 at a price equal to 100% of the principal amount, plus accrued but unpaid interest and accretion thereon. The 2032 Notes also provide us with the option, at our election, to convert the new notes in whole or in part, prior to maturity, into the underlying common stock, provided the trading price of our common stock exceeds $45.06 (or 130% of the then applicable conversion price) for the required measurement period. If we elect to convert the 2032 Notes on or before October 1, 2016, holders will receive a make-whole premium. | |||||||||||||||||||||||||||||||||
On October 1, 2013, we closed a private note exchange transaction in which we retired an additional $57.434 million aggregate principal amount of our 2029 Notes in exchange for the issuance of $57.0 million of our 2032 Notes. See “–Note 10 – Subsequent Events.” | |||||||||||||||||||||||||||||||||
Pursuant to ASC 470-50, this exchange transaction is being accounted for as an extinguishment of debt because the terms of the two debt instruments are substantially different under the accounting rules. We retired $109.25 million of outstanding 2029 Notes with a carrying value of $102.6 million and wrote-off unamortized debt issuance cost of $0.5 million offset by $10.1 million attributable to the fair value of the equity portion of the 2029 Notes. The 2032 Notes had a fair value of $117.0 million which resulted in a loss on the early extinguishment of debt of $4.8 million. | |||||||||||||||||||||||||||||||||
We separately account for the liability and equity components of our 2032 Notes in a manner that reflects our nonconvertible debt borrowing rate when interest is recognized in subsequent periods. We measured the debt component of the 2032 Notes using an effective interest rate of 8%. We attributed $104.3 million of the fair value to the 2032 Note to debt component which compared to the face results in a debt discount of $5.0 million which will be amortized through the first put date of October 1, 2017. Additionally, we recorded $12.7 million within additional paid-in capital representing the equity component of the 2032 Notes. A debt discount of $4.9 million remains to be amortized on the 2032 notes as of September 30, 2013. | |||||||||||||||||||||||||||||||||
3.25% Convertible Senior Notes Due 2026 | |||||||||||||||||||||||||||||||||
During the year ended December 31, 2011, we repurchased $174.6 million of our (2026 Notes) using a portion of the net proceeds from the issuance of our 2019 Notes. At September 30, 2013, $0.4 million of the 2026 Notes remained outstanding. Holders may present to us for redemption the remaining outstanding 2026 Notes on December 1, 2016 and December 1, 2021. Upon conversion, we have the option to deliver shares at the applicable conversion rate, redeem in cash or in certain circumstances redeem in a combination of cash and shares. | |||||||||||||||||||||||||||||||||
The 2026 Notes are convertible into shares of our common stock at a rate equal to the sum of: | |||||||||||||||||||||||||||||||||
a) | 15.1653 shares per $1,000 principal amount of 2026 Notes (equal to a “base conversion price” of approximately $65.94 per share) plus | ||||||||||||||||||||||||||||||||
b) | an additional amount of shares per $1,000 of principal amount of 2026 Notes equal to the incremental share factor (2.6762), multiplied by a fraction, the numerator of which is the applicable stock price less the “base conversion price” and the denominator of which is the applicable stock price. |
Net_Income_Loss_Per_Common_Sha
Net Income (Loss) Per Common Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Net Income (Loss) Per Common Share | ' | ||||||||||||||||
NOTE 4—Net Income (Loss) Per Common Share | |||||||||||||||||
Net income (loss) applicable to common stock was used as the numerator in computing basic and diluted loss per common share for the three and nine months ended September 30, 2013 and 2012. The following table sets forth information related to the computations of basic and diluted loss per share (amounts in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(Amounts in thousands, except per share data) | |||||||||||||||||
Basic Income (loss) per share: | |||||||||||||||||
Income (loss) applicable to common stock | $ | (32,790 | ) | $ | 10,894 | $ | (82,864 | ) | $ | (13,061 | ) | ||||||
Weighted average shares of common stock outstanding | 36,732 | 36,391 | 36,706 | 36,365 | |||||||||||||
Basic income (loss) per share | $ | (0.89 | ) | $ | 0.3 | $ | (2.26 | ) | $ | (0.36 | ) | ||||||
Diluted income (loss) per share: | |||||||||||||||||
Income (loss) applicable to common stock | $ | (32,790 | ) | $ | 10,894 | $ | (82,864 | ) | $ | (13,061 | ) | ||||||
Dividends on convertible preferred stock (1) | — | — | — | — | |||||||||||||
Interest and amortization of loan cost on senior convertible notes, net of tax (2) | — | 2 | — | — | |||||||||||||
$ | (32,790 | ) | $ | 10,896 | $ | (82,864 | ) | $ | (13,061 | ) | |||||||
Weighted average shares of common stock outstanding | 36,732 | 36,391 | 36,706 | 36,365 | |||||||||||||
Assumed conversion of convertible preferred stock (1) | — | — | — | — | |||||||||||||
Assumed conversion of convertible senior notes (2) | — | 7 | — | — | |||||||||||||
Stock options and restricted stock (3) | — | 221 | — | — | |||||||||||||
Weighted average diluted shares outstanding | 36,732 | 36,619 | 36,706 | 36,365 | |||||||||||||
Diluted income (loss) per share | $ | (0.89 | ) | $ | 0.3 | $ | (2.26 | ) | $ | (0.36 | ) | ||||||
(1) Common shares issuable upon assumed conversion of convertible preferred stock were not presented as they would have been anti-dilutive. | 3,588 | 3,588 | 3,588 | 3,588 | |||||||||||||
(2) Common shares issuable upon assumed conversion of the 2026 Notes, the 2029 Notes and the 2032 Notes were not presented as they would have been anti-dilutive. | 6,311 | 6,304 | 6,311 | 6,311 | |||||||||||||
(3) Common shares issuable on assumed conversion of restricted stock and employee stock option were not included in the computation of diluted loss per common share since their inclusion would have been anti-dilutive. | 771 | — | 540 | 206 |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
NOTE 5—Income Taxes | |
We recorded no income tax expense or benefit for the three and nine months ended September 30, 2013. Our assessment of the realization of our deferred tax assets has not changed, and, as a result, we continue to maintain a full valuation allowance for our net deferred assets as of September 30, 2013. | |
As of September 30, 2013, we have no unrecognized tax benefits. There were no significant changes to the calculation since December 31, 2012. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity | ' |
NOTE 6—Stockholders’ Equity | |
10% Series C Cumulative Preferred Stock | |
In April 2013, we issued $110 million of 10% Series C Cumulative Preferred Stock (the “Series C Preferred Stock”) and received $105.5 million net proceeds from the sale. The sale consisted of 4,400,000 depositary shares each representing a 1/1000th ownership interest in a share of Series C Preferred Stock, par value $1.00 per preferred share with a liquidation preference of $25,000 per preferred share ($25.00 per depositary share) in an underwritten public offering. | |
The Series C Preferred Stock ranks senior to our common stock and on parity with our 5.375% Series B Cumulative Convertible Preferred Stock and our 9.75% Series D Cumulative Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up. The Series C Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us or converted into our common stock in connection with certain changes of control. | |
At any time on or after April 10, 2018, we may, at our option, redeem the Series C Preferred Stock, in whole at any time or in part from time to time, for cash at a redemption price of $25,000 per preferred share, plus all accumulated and unpaid dividends to, but not including, the date of redemption. We may redeem the Series C Preferred Stock following certain changes of control, if we do not exercise this option, then the holders of the Series C Preferred Stock have the option to convert the shares of preferred stock into up to 3,371.54 shares of our common stock per share of Series C Preferred Stock, subject to certain adjustments. If we exercise any of our redemption rights relating to shares of Series C Preferred Stock, the holders of Series C Preferred Stock will not have the conversion right described above with respect to the shares of Series C Preferred Stock called for redemption. | |
Holders of the Series C Preferred Stock have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other limited circumstances or as required by law. | |
We used the net proceeds from the offering of our Series C Preferred Stock to enhance liquidity and financial flexibility through the repayment of borrowings outstanding under our Senior Credit Facility and used the remainder for general corporate purposes. | |
9.75% Series D Cumulative Preferred Stock | |
In August 2013, we issued $130 million of 9.75% Series D Cumulative Preferred Stock (the “Series D Preferred Stock”) and received $125.3 million net proceeds from the sale. The sale consisted of 5,200,000 depositary shares each representing a 1/1000th ownership interest in a share of Series D Preferred Stock, par value $1.00 per preferred share with a liquidation preference of $25,000 per preferred share ($25.00 per depositary share) in an underwritten public offering. | |
The Series D Preferred Stock ranks senior to our common stock and on parity with our 5.375% Series B Cumulative Convertible Preferred Stock and our Series C Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up. The Series D Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us or converted into our common stock in connection with certain changes of control. | |
At any time on or after August 19, 2018, we may, at our option, redeem the Series D Preferred Stock, in whole at any time or in part from time to time, for cash at a redemption price of $25,000 per preferred share, plus all accumulated and unpaid dividends to, but not including, the date of redemption. We may redeem the Series D Preferred Stock following certain changes of control, if we do not exercise this option, then the holders of the Series D Preferred Stock have the option to convert the shares of preferred stock into up to 2,297.79 shares of our common stock per share of Series D Preferred Stock, subject to certain adjustments. If we exercise any of our redemption rights relating to shares of Series D Preferred Stock, the holders of Series D Preferred Stock will not have the conversion right described above with respect to the shares of Series D Preferred Stock called for redemption. | |
Holders of the Series D Preferred Stock have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other limited circumstances or as required by law. | |
We used the net proceeds from the offering of our Series D Preferred Stock to enhance liquidity and financial flexibility through the repayment of borrowings outstanding under our Senior Credit Facility, fund our acquisition of additional TMS acreage and used the remainder for general corporate purposes. |
Derivative_Activities
Derivative Activities | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Derivative Activities | ' | ||||||||||||||||
NOTE 7—Derivative Activities | |||||||||||||||||
We use commodity and financial derivative contracts to manage our exposure to fluctuations in commodity prices and interest rates. We are currently not designating our derivative contracts for hedge accounting. All gains and losses both realized and unrealized from our derivative contracts have been recognized in other income (expense) on our Consolidated Statements of Operations. | |||||||||||||||||
The following table summarizes the realized and unrealized gains and losses we recognized on our oil and natural gas derivatives for the three and nine month periods ended September 30, 2013 and 2012. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
Oil and Natural Gas Derivatives (in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Realized gain (loss) on oil and natural gas derivatives | $ | (3,647 | ) | $ | 18,806 | $ | (3,412 | ) | $ | 56,027 | |||||||
Unrealized gain (loss) on oil and natural gas derivatives | (5,112 | ) | (24,943 | ) | 3,762 | (28,696 | ) | ||||||||||
Total gain (loss) on oil and natural gas derivatives | $ | (8,759 | ) | $ | (6,137 | ) | $ | 350 | $ | 27,331 | |||||||
Commodity Derivative Activity | |||||||||||||||||
We enter into swap contracts, costless collars or other derivative agreements from time to time to manage commodity price risk for a portion of our production. Our policy is that all derivatives are approved by the Hedging Committee of our Board of Directors, and reviewed periodically by the entire Board of Directors. As of September 30, 2013, the commodity derivatives we used were in the form of: | |||||||||||||||||
(a) | swaps, where we receive a fixed price and pay a floating price, based on NYMEX or specific transfer point quoted prices; | ||||||||||||||||
(b) | swaptions, where we grant the counter party the right but not the obligation to enter into an underlying swap by a specific date at a specific strike price; and | ||||||||||||||||
(c) | calls, where we grant the counter party the option to buy an underlying commodity at a specified strike price, within a certain period. | ||||||||||||||||
Despite the measures taken by us to attempt to control price risk, we remain subject to price fluctuations for natural gas and crude oil sold in the spot market. Prices received for natural gas sold on the spot market are volatile due to seasonality of demand and other factors beyond our control. Domestic crude oil and natural gas prices could have a material adverse effect on our financial position, results of operations and quantities of reserves recoverable on an economic basis. We routinely exercise our contractual right to net realized gains against realized losses when settling with our financial counterparties. Neither our counterparties nor we require any collateral upon entering derivative contracts. We would have been at risk of losing fair value of $5.8 million had our counterparties as a group been unable to fulfill their obligations as of September 30, 2013. | |||||||||||||||||
As of September 30, 2013, our open forward positions on our outstanding commodity derivative contracts, all of which were with BNP Paribas, Royal Bank of Canada, JPMorgan Chase Bank, N.A., Merrill Lynch Commodities, Inc. and Wells Fargo Bank, N.A., were as follows: | |||||||||||||||||
Contract Type | Daily | Total | Fixed Price | Fair Value at | |||||||||||||
Volume | Remaining | September 30, | |||||||||||||||
Volume | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Natural gas (MMBtu): | |||||||||||||||||
2013 Swaps | 10,000 | 920,000 | $ | 4.18 | $ | 538 | |||||||||||
2014 Swaptions | 20,000 | 7,300,000 | 5.35 | (23 | ) | ||||||||||||
2014 Swaps | 30,000 | 10,950,000 | 4.18-5.06 | 9,742 | |||||||||||||
2015-2016 Calls | 20,000 | 14,620,000 | 5.05-5.06 | (2,842 | ) | ||||||||||||
Oil (BBL): | |||||||||||||||||
2013 Swaps | 3,500 | 322,000 | 92.25-103.15 | (2,245 | ) | ||||||||||||
2014 Swaps | 2,000 | 730,000 | 90.95-92.95 | (2,325 | ) | ||||||||||||
2014 Swaptions | 1,500 | 547,500 | 97.30-101.00 | (1,295 | ) | ||||||||||||
Total | $ | 1,550 | |||||||||||||||
Subsequent to September 30, 2013, we entered into the following contract: | |||||||||||||||||
Contract Type | Daily | Strike | Contract Start | Contract Termination | |||||||||||||
Volume | Price | Date | |||||||||||||||
Oil swap (BBL) | 500 | $ | 98.02 | November 1, 2013 | December 31, 2014 | ||||||||||||
The following table summarizes the fair values of our derivative financial instruments that are recorded at fair value classified in each level as of September 30, 2013 (in thousands). We measure the fair value of our commodity derivative contracts by applying the income approach. See Note 1 “Description of Business and Significant Accounting Policies—Fair Value Measurement” for our discussion for inputs used and valuation techniques for determining fair values. | |||||||||||||||||
September 30, 2013 Fair Value Measurements Using | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Current Assets Commodity Derivatives | $ | — | $ | 8,129 | $ | — | $ | 8,129 | |||||||||
Non-current Assets Commodity Derivatives | — | 43 | — | 43 | |||||||||||||
Current Liabilities Commodity Derivatives | — | (5,735 | ) | — | (5,735 | ) | |||||||||||
Non-current Liabilities Commodity Derivatives | — | (887 | ) | — | (887 | ) | |||||||||||
Total | $ | — | $ | 1,550 | $ | — | $ | 1,550 | |||||||||
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2013 | |
Acquisition | ' |
NOTE 8—Acquisition | |
On August 21, 2013, we closed on an acquisition of a 66.7% working interest in producing assets and mineral lease acreage in the TMS from Devon Energy Production Company, L.P. (“Devon”) with an effective date of March 1, 2013. The closing price after purchase price adjustments was $23.7 million. The closing price included $2.9 million of lease extensions executed by Devon for the Company after the effective date. The adjusted purchase price net of lease extension costs totaled $20.8 million. | |
The acquisition of producing assets and lease acreage is accounted for in accordance with ASC 805. The overall estimated fair value of the assets acquired and liabilities assumed is $20.8 million. Therefore a bargain purchase gain or goodwill was not recorded for this acquisition as the estimated fair value approximates the adjusted purchase price. | |
We allocated $6.2 million, $10.6 million and $4.0 million net of asset retirement obligation to undeveloped leasehold, developed leasehold and lease and well equipment, respectively. | |
For the period, August 21, 2013 through September 30, 2013, the acquired property has generated operating income of $0.9 million on revenues of $1.0 million which is included in the three and nine months ended September 30, 2013 on our Consolidated Statement of Operations. | |
On a pro forma basis, giving effect to the acquisition as if it had occurred on January 1, 2013, the acquired properties would have generated operating earnings of $8.5 million on revenues of $9.1 million for the nine months ended September 30, 2013 compared to operating earnings of $4.8 million on revenues of $5.8 million for the same period in 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies | ' |
NOTE 9—Commitments and Contingencies | |
As of September 30, 2013, we did not have any changes in material commitments and contingencies, including outstanding and pending litigation. |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Event | ' |
NOTE 10—Subsequent Event | |
On October 1, 2013 we closed on a privately negotiated exchange transaction where we retired $57.434 million in aggregate principal amount of our outstanding 2029 Notes in exchange for issuance of our 2032 Notes in an aggregate principal amount of $57.0 million. These 2032 Notes, together with the $109.25 million of 2032 Notes previously issued by us on August 26, 2013, form a single class of $166.25 million principal amount of the 2032 Notes. Currently, a total of $51.816 million aggregate principal amount of 2029 Notes remaining outstanding, with terms unchanged by our private note exchange transactions. See “- Note 3 – Debt”. | |
On October 21, 2013 we closed an underwritten public offering of 6,900,000 shares of our common stock sold at a price to the public of $25.25 per share. We intend to use the net proceeds from the offering of approximately $165.9 million to fund the acceleration of our drilling program in the TMS, including an increase in our number of horizontal rigs running in the TMS from two currently to five by the end of 2014. |
Description_of_Business_and_Si1
Description of Business and Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||||||||||
Principles of Consolidation—The consolidated financial statements of the Company included in this Quarterly Report on Form 10-Q have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly, certain information normally included in the financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) has been condensed or omitted. The consolidated financial statements include the financial statements of Goodrich Petroleum Corporation and its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. Certain data in prior periods’ financial statements have been adjusted to conform to the presentation of the current period. We have evaluated subsequent events through the date of this filing. | |||||||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||||||
Use of Estimates—Our management has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with US GAAP. | |||||||||||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||||||||||
Cash and Cash Equivalents—Cash and cash equivalents include cash on hand, demand deposit accounts and temporary cash investments with maturities of ninety days or less at date of purchase. | |||||||||||||||||||||||||
Restricted Cash | ' | ||||||||||||||||||||||||
Restricted Cash—Cash held in escrow at September 30, 2013 totaled $109.25 million. This cash is restricted for the repayment of our remaining outstanding 5.0% Convertible Senior Notes due 2029. See “– Note 3 – Debt”. | |||||||||||||||||||||||||
Inventory | ' | ||||||||||||||||||||||||
Inventory—Inventory consists of casing and tubulars that are expected to be used in our capital drilling program and oil in storage tanks. Inventory is carried on our Consolidated Balance Sheets at the lower of cost or market. | |||||||||||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||||||
Property and Equipment—We follow the successful efforts method of accounting for exploration and development expenditures. Under this method, costs of acquiring unproved and proved oil and natural gas leasehold acreage are capitalized. When proved reserves are found on an unproved property, the associated leasehold cost is transferred to proved properties. Significant unproved leases are reviewed periodically, and a valuation allowance is provided for any estimated decline in value. Costs of all other unproved leases are amortized over the estimated average holding period of the leases. Development costs are capitalized, including the costs of unsuccessful development wells. | |||||||||||||||||||||||||
Exploration | ' | ||||||||||||||||||||||||
Exploration—Exploration expenditures, including geological and geophysical costs, delay rentals and exploratory dry hole costs are expensed as incurred. Costs of drilling exploratory wells are initially capitalized pending determination of whether proved reserves can be attributed to the exploratory well. If management determines that commercial quantities of hydrocarbons have not been discovered, capitalized costs associated with exploratory wells are expensed. | |||||||||||||||||||||||||
Fair Value Measurement | ' | ||||||||||||||||||||||||
Fair Value Measurement—Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, whether in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, our credit risk. | |||||||||||||||||||||||||
We use various methods, including the income approach and market approach, to determine the fair values of our financial instruments that are measured at fair value on a recurring basis, which depend on a number of factors, including the availability of observable market data over the contractual term of the underlying instrument. For some of our instruments, the fair value is calculated based on directly observable market data or data available for similar instruments in similar markets. For other instruments, the fair value may be calculated based on these inputs as well as other assumptions related to estimates of future settlements of these instruments. We separate our financial instruments into three levels (levels 1, 2 and 3) based on our assessment of the availability of observable market data and the significance of non-observable data used to determine the fair value of our instruments. Our assessment of an instrument can change over time based on the maturity or liquidity of the instrument, which could result in a change in the classification of the instruments between levels. | |||||||||||||||||||||||||
Each of these levels and our corresponding instruments classified by level are further described below: | |||||||||||||||||||||||||
• | Level 1 Inputs—unadjusted quoted market prices in active markets for identical assets or liabilities. Included in this level is our senior notes; | ||||||||||||||||||||||||
• | Level 2 Inputs—quotes which are derived principally from or corroborated by observable market data. Included in this level are our Senior Credit Facility and commodity derivatives whose fair values are based on third-party quotes or available interest rate information and commodity pricing data obtained from third party pricing sources and our creditworthiness or that of our counterparties; and | ||||||||||||||||||||||||
• | Level 3 Inputs—unobservable inputs for the asset or liability, such as discounted cash flow models or valuations, based on our various assumptions and future commodity prices. Included in this level are our oil and natural gas properties which are deemed impaired. | ||||||||||||||||||||||||
At each of September 30, 2013 and December 31, 2012, the carrying amounts of our cash and cash equivalents, trade receivables and payables represented fair value because of the short-term nature of these instruments. | |||||||||||||||||||||||||
Impairment | ' | ||||||||||||||||||||||||
Impairment—We periodically assess our long-lived assets recorded in oil and natural gas properties on the Consolidated Balance Sheets to ensure that they are not carried in excess of fair value, which is computed using Level 3 inputs such as discounted cash flow models or valuations, based on estimated future commodity prices and our various operational assumptions. An evaluation is performed on a field-by-field basis at least annually or whenever changes in facts and circumstances indicate that our oil and natural gas properties may be impaired. There was no indication of impairment of the carrying value of our oil and natural gas properties as of September 30, 2013. | |||||||||||||||||||||||||
Depreciation | ' | ||||||||||||||||||||||||
Depreciation—Depreciation and depletion of producing oil and natural gas properties is calculated using the units-of-production method. Proved developed reserves are used to compute unit rates for unamortized tangible and intangible development costs, and proved reserves are used for unamortized leasehold costs. | |||||||||||||||||||||||||
Gains and losses on disposals or retirements that are significant or include an entire depreciable or depletable property unit are included in operating income. Depreciation of furniture, fixtures and equipment, consisting of office furniture, computer hardware and software and leasehold improvements is computed using the straight-line method over their estimated useful lives, which vary from three to five years. | |||||||||||||||||||||||||
Transportation Obligation | ' | ||||||||||||||||||||||||
Transportation Obligation—We entered into a natural gas gathering agreement with an independent service provider, effective July 27, 2010. The agreement is scheduled to remain in effect for a period of ten years and requires the service provider to construct pipelines and facilities to connect our wells to the service provider’s gathering system in our Eagle Ford Shale area of South Texas. In compensation for the services, we agreed to pay the service provider 110% of the total capital cost incurred by the service provider to construct new pipelines and facilities. The service provider will bill us for 20 percent of the accumulated unpaid capital costs annually. | |||||||||||||||||||||||||
We account for the agreement by recording a long-term asset, included in “Deferred financing cost and other” on our Consolidated Balance Sheets. The asset is amortized using the units-of-production method and the amortization expense is included in “Transportation and processing” on our Consolidated Statements of Operations. The related current and long-term liabilities are presented on our Consolidated Balance Sheets in “Accrued liabilities” and “Transportation obligation,” respectively. | |||||||||||||||||||||||||
Asset Retirement Obligations | ' | ||||||||||||||||||||||||
Asset Retirement Obligations— These obligations are related to the abandonment and site restoration requirements that result from the acquisition, construction and development of our oil and natural gas properties. We record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. Accretion expense is included in depreciation, depletion and amortization on our Consolidated Statements of Operations. | |||||||||||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||||||||||
Revenue Recognition—Oil and natural gas revenues are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectability of the revenue is probable. Revenues from the production of oil and natural gas properties in which we have an interest with other producers are recognized using the entitlements method. We record a liability or an asset for natural gas balancing when we have sold more or less than our working interest share of natural gas production, respectively. At each of September 30, 2013 and December 31, 2012, the net liability for natural gas balancing was immaterial. Differences between actual production and net working interest volumes are routinely adjusted. | |||||||||||||||||||||||||
Derivative Instruments | ' | ||||||||||||||||||||||||
Derivative Instruments—We use derivative instruments such as futures, forwards, options, collars and swaps for purposes of hedging our exposure to fluctuations in the price of crude oil and natural gas and to hedge our exposure to changing interest rates. Accounting standards related to derivative instruments and hedging activities require that all derivative instruments subject to the requirements of those standards be measured at fair value and recognized as assets or liabilities in the balance sheet. We offset the fair value of our asset and liability positions with the same counter party for each commodity type. Changes in fair value are required to be recognized in earnings unless specific hedge accounting criteria are met. We have not designated any of our derivative contracts as hedges, accordingly; changes in fair value are reflected in earnings. | |||||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||||
Income Taxes—We account for income taxes, as required, under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||||||||||||||||||
We recognize, as required, the financial statement benefit of an uncertain tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||||||||||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||||||||||
Earnings Per Share— Basic income per common share is computed by dividing net income available to common stockholders for each reporting period by the weighted-average number of common shares outstanding during the period. Diluted income per common share is computed by dividing net income available to common stockholders for each reporting period by the weighted average number of common shares outstanding during the period, plus the effects of potentially dilutive stock options, restricted stock, convertible notes and convertible preferred stock. We use the Treasury Stock method to calculate dilution associated with stock options and restricted stock. The potential dilutive effect of the conversion of shares are associated with our 5.375% Series B Convertible Preferred Stock, 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”) and 5% Convertible Senior Notes due 2029 (the “2029 Notes”) and 5% Convertible Senior Notes due 2032 (the “2032 Notes). | |||||||||||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||||||||||
Share-Based Compensation—We account for our share-based transactions using fair value and recognize compensation expense over the requisite service period. The fair value of each option award is estimated using a Black-Scholes option valuation model with various assumptions based on our estimates. Our assumptions include expected volatility, expected term of option, risk-free interest rate and dividend yield. Expected volatility estimates are developed by us based on historical volatility of our stock. We use historical data to estimate the expected term of the options. The risk-free interest rate for periods within the expected life of the option is based on the U.S. Treasury yield in effect at the grant date. Our common stock does not pay dividends; therefore, the dividend yield is zero. The fair value of restricted stock is measured using the close of the day stock price on the day of the award. | |||||||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||||||
Commitments and Contingencies—Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Recoveries from third parties, when probable of realization, are separately recorded and are not offset against the related liability. | |||||||||||||||||||||||||
Guarantee | ' | ||||||||||||||||||||||||
Guarantee—On March 2, 2011, we issued and sold $275 million aggregate principal amount of our 8.875% Senior Notes due 2019 (the “2019 Notes”). Upon issuance of the guarantee related to the 2019 Notes, our subsidiary also became a guarantor on our outstanding 2029 Notes and our 2026 Notes, pursuant to the respective indentures governing the 2029 Notes and 2026 Notes. On August 26, 2013, we issued $109.25 million aggregate principal amount of our 2032 Notes, which are also guaranteed by our subsidiary pursuant to the terms of the indenture governing the 2032 Notes. The 2019 Notes, 2029 Notes, 2026 Notes and 2032 Notes are guaranteed on a senior unsecured basis by our wholly-owned subsidiary, Goodrich Petroleum Company, L.L.C. | |||||||||||||||||||||||||
Goodrich Petroleum Corporation, as the parent company (the “Parent Company”), has no independent assets or operations. The guarantee is full and unconditional, subject to customary exceptions pursuant to the indenture governing our 2019 Notes, 2026 Notes, 2029 Notes and 2032 Notes, as discussed below. The Parent Company has no other subsidiaries. In addition, there are no restrictions on the ability of the Parent Company to obtain funds from its subsidiary by dividend or loan. Finally, the Parent Company’s wholly-owned subsidiary does not have restricted assets that exceed 25% of net assets as of the most recent fiscal year end that may not be transferred to the Parent Company in the form of loans, advances or cash dividends by the subsidiary without the consent of a third party. | |||||||||||||||||||||||||
Guarantees of the 2019 Notes will be released under certain circumstances, including in the event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its capital stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction to a person which is not the Parent Company or a Restricted Subsidiary of the Parent Company, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if the sale or other disposition does not violate the covenants described under “Limitation on Sales of Assets and Subsidiary Stock” in the indenture governing the 2019 Notes. In addition, a Subsidiary Guarantor will be released from its obligations under the indenture and its guarantee if such Subsidiary Guarantor ceases to guarantee any other indebtedness of the Parent Company or a Subsidiary Guarantor under a credit facility, and is not a borrower under the Senior Secured Credit Agreement, provided no Event of Default (as defined in the indenture governing the 2019 Notes) has occurred and is continuing; or if the Parent Company designates such subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of the indenture or if such subsidiary otherwise no longer meets the definition of a Restricted Subsidiary; or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the 2019 Notes in accordance with the indenture. | |||||||||||||||||||||||||
Guarantees of the 2032 Notes, 2029 Notes and 2026 Notes will be released if the Subsidiary Guarantor no longer guarantees the 2019 Notes, if the Subsidiary Guarantor is dissolved or liquidated, if the Subsidiary Guarantor is no longer the Parent Company’s subsidiary or upon satisfaction and discharge of the 2032 Notes, 2029 Notes or 2026 Notes in accordance with their respective indentures. | |||||||||||||||||||||||||
New Accounting Pronouncements | ' | ||||||||||||||||||||||||
New Accounting Pronouncements | |||||||||||||||||||||||||
Accounting Standards Update (“ASU”) 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities.”—In December 2011, the Financial Accounting Standards Board (“FASB”) issued guidance intended to result in convergence between (“GAAP”) and International Financial Reporting Standards (“IFRS”) requirements for offsetting (netting) assets and liabilities presented in the statements of financial position. The guidance requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The disclosure affects all entities with financial instruments and derivatives that are either offset on the balance sheet in accordance with Accounting Standards Codification (“ASC”), ASC 210-20-45 or ASC 815-10-45, or subject to a master netting arrangement, irrespective of whether they are offset on the balance sheet. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments. The guidance is effective for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. Entities should provide the disclosures required by this ASU retrospectively for all comparative periods presented. We have adopted this guidance effective January 1, 2013. | |||||||||||||||||||||||||
We enter into oil and natural gas derivative contracts under which we have netting arrangements with each counter party. The following table discloses and reconciles the gross amounts to the amounts as presented on the Statement of Financial Position for the periods ending September 30, 2013 and December 31, 2012. | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Fair Value of Oil and Natural Gas Derivatives (in thousands) | Gross | Amount | As | Gross | Amount | As | |||||||||||||||||||
Amount | Offset | Presented | Amount | Offset | Presented | ||||||||||||||||||||
Derivative Current Asset | $ | 8,223 | $ | (94 | ) | $ | 8,129 | $ | 2,410 | $ | (285 | ) | $ | 2,125 | |||||||||||
Derivative Non-current Asset | 2,172 | (2,129 | ) | 43 | — | — | — | ||||||||||||||||||
Derivative Current Liability | (5,829 | ) | 94 | (5,735 | ) | (636 | ) | 285 | (351 | ) | |||||||||||||||
Derivative Non-current Liability | (3,016 | ) | 2,129 | (887 | ) | (3,987 | ) | — | (3,987 | ) | |||||||||||||||
Total | $ | 1,550 | $ | — | $ | 1,550 | $ | (2,213 | ) | $ | — | $ | (2,213 | ) | |||||||||||
Derivative_Activities_Tables
Derivative Activities (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Derivative Assets and Liabilities Recorded at Fair Value | ' | ||||||||||||||||||||||||
The following table summarizes the fair values of our derivative financial instruments that are recorded at fair value classified in each level as of September 30, 2013 (in thousands). We measure the fair value of our commodity derivative contracts by applying the income approach. See Note 1 “Description of Business and Significant Accounting Policies—Fair Value Measurement” for our discussion for inputs used and valuation techniques for determining fair values. | |||||||||||||||||||||||||
September 30, 2013 Fair Value Measurements Using | |||||||||||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||
Current Assets Commodity Derivatives | $ | — | $ | 8,129 | $ | — | $ | 8,129 | |||||||||||||||||
Non-current Assets Commodity Derivatives | — | 43 | — | 43 | |||||||||||||||||||||
Current Liabilities Commodity Derivatives | — | (5,735 | ) | — | (5,735 | ) | |||||||||||||||||||
Non-current Liabilities Commodity Derivatives | — | (887 | ) | — | (887 | ) | |||||||||||||||||||
Total | $ | — | $ | 1,550 | $ | — | $ | 1,550 | |||||||||||||||||
Summary of Realized and Unrealized Gains and Losses on Derivatives | ' | ||||||||||||||||||||||||
The following table summarizes the realized and unrealized gains and losses we recognized on our oil and natural gas derivatives for the three and nine month periods ended September 30, 2013 and 2012. | |||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||
Oil and Natural Gas Derivatives (in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Realized gain (loss) on oil and natural gas derivatives | $ | (3,647 | ) | $ | 18,806 | $ | (3,412 | ) | $ | 56,027 | |||||||||||||||
Unrealized gain (loss) on oil and natural gas derivatives | (5,112 | ) | (24,943 | ) | 3,762 | (28,696 | ) | ||||||||||||||||||
Total gain (loss) on oil and natural gas derivatives | $ | (8,759 | ) | $ | (6,137 | ) | $ | 350 | $ | 27,331 | |||||||||||||||
Outstanding Commodity Derivative Contracts | ' | ||||||||||||||||||||||||
As of September 30, 2013, our open forward positions on our outstanding commodity derivative contracts, all of which were with BNP Paribas, Royal Bank of Canada, JPMorgan Chase Bank, N.A., Merrill Lynch Commodities, Inc. and Wells Fargo Bank, N.A., were as follows: | |||||||||||||||||||||||||
Contract Type | Daily | Total | Fixed Price | Fair Value at | |||||||||||||||||||||
Volume | Remaining | September 30, | |||||||||||||||||||||||
Volume | 2013 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Natural gas (MMBtu): | |||||||||||||||||||||||||
2013 Swaps | 10,000 | 920,000 | $ | 4.18 | $ | 538 | |||||||||||||||||||
2014 Swaptions | 20,000 | 7,300,000 | 5.35 | (23 | ) | ||||||||||||||||||||
2014 Swaps | 30,000 | 10,950,000 | 4.18-5.06 | 9,742 | |||||||||||||||||||||
2015-2016 Calls | 20,000 | 14,620,000 | 5.05-5.06 | (2,842 | ) | ||||||||||||||||||||
Oil (BBL): | |||||||||||||||||||||||||
2013 Swaps | 3,500 | 322,000 | 92.25-103.15 | (2,245 | ) | ||||||||||||||||||||
2014 Swaps | 2,000 | 730,000 | 90.95-92.95 | (2,325 | ) | ||||||||||||||||||||
2014 Swaptions | 1,500 | 547,500 | 97.30-101.00 | (1,295 | ) | ||||||||||||||||||||
Total | $ | 1,550 | |||||||||||||||||||||||
Derivative Contracts | ' | ||||||||||||||||||||||||
Subsequent to September 30, 2013, we entered into the following contract: | |||||||||||||||||||||||||
Contract Type | Daily | Strike | Contract Start | Contract Termination | |||||||||||||||||||||
Volume | Price | Date | |||||||||||||||||||||||
Oil swap (BBL) | 500 | $ | 98.02 | November 1, 2013 | December 31, 2014 | ||||||||||||||||||||
Derivative | ' | ||||||||||||||||||||||||
Derivative Assets and Liabilities Recorded at Fair Value | ' | ||||||||||||||||||||||||
The following table discloses and reconciles the gross amounts to the amounts as presented on the Statement of Financial Position for the periods ending September 30, 2013 and December 31, 2012. | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Fair Value of Oil and Natural Gas Derivatives (in thousands) | Gross | Amount | As | Gross | Amount | As | |||||||||||||||||||
Amount | Offset | Presented | Amount | Offset | Presented | ||||||||||||||||||||
Derivative Current Asset | $ | 8,223 | $ | (94 | ) | $ | 8,129 | $ | 2,410 | $ | (285 | ) | $ | 2,125 | |||||||||||
Derivative Non-current Asset | 2,172 | (2,129 | ) | 43 | — | — | — | ||||||||||||||||||
Derivative Current Liability | (5,829 | ) | 94 | (5,735 | ) | (636 | ) | 285 | (351 | ) | |||||||||||||||
Derivative Non-current Liability | (3,016 | ) | 2,129 | (887 | ) | (3,987 | ) | — | (3,987 | ) | |||||||||||||||
Total | $ | 1,550 | $ | — | $ | 1,550 | $ | (2,213 | ) | $ | — | $ | (2,213 | ) | |||||||||||
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Reconciliation of Asset Retirement Obligations | ' | ||||
The reconciliation of the beginning and ending asset retirement obligation for the nine months ended September 30, 2013, is as follows (in thousands): | |||||
September 30, | |||||
2013 | |||||
Beginning balance | $ | 18,306 | |||
Liabilities incurred | 429 | ||||
Revisions in estimated liabilities | — | ||||
Liabilities settled | (82 | ) | |||
Accretion expense | 920 | ||||
Dispositions | (325 | ) | |||
Ending balance | $ | 19,248 | |||
Current liability | $ | 86 | |||
Long term liability | $ | 19,162 | |||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Components of Debt | ' | ||||||||||||||||||||||||||||||||
Debt consisted of the following balances as of the dates indicated (in thousands): | |||||||||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Principal | Carrying | Fair | Principal | Carrying | Fair | ||||||||||||||||||||||||||||
Amount | Value (1) | Amount | Value (1) | ||||||||||||||||||||||||||||||
Senior Credit Facility | $ | 142,800 | $ | 142,800 | $ | 142,800 | $ | 95,000 | $ | 95,000 | $ | 95,000 | |||||||||||||||||||||
3.25% Convertible Senior Notes due 2026 | 429 | 429 | 429 | 429 | 429 | 429 | |||||||||||||||||||||||||||
5.0% Convertible Senior Notes due 2029 (2) | 109,250 | 103,199 | 118,482 | 218,500 | 198,242 | 204,975 | |||||||||||||||||||||||||||
5.0% Convertible Senior Notes due 2032 (3) | 109,462 | 104,562 | 122,633 | — | — | — | |||||||||||||||||||||||||||
8.875% Senior Notes due 2019 | 275,000 | 275,000 | 281,188 | 275,000 | 275,000 | 261,250 | |||||||||||||||||||||||||||
Total debt | $ | 636,941 | $ | 625,990 | $ | 665,532 | $ | 588,929 | $ | 568,671 | $ | 561,654 | |||||||||||||||||||||
-1 | The carrying amount for the Senior Credit Facility represents fair value because the variable interest rates are reflective of current market condition. The fair value of the notes was obtained by direct market quotes within Level 2 of the fair value hierarchy. | ||||||||||||||||||||||||||||||||
-2 | The debt discount is amortized using the effective interest rate method based upon an original five year term through October 1, 2014, the first repurchase date applicable to the 2029 Notes. The debt discount was $6.1 million and $20.3 million as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||||||||
-3 | The debt discount is amortized using the effective interest rate method based upon a four year term through October 1, 2017, the first repurchase date applicable to the 2032 Notes. The debt discount was $4.9 million as of September 30, 2013. | ||||||||||||||||||||||||||||||||
Summary of Total Interest Expense and Effective Interest Rate on Debt | ' | ||||||||||||||||||||||||||||||||
The following table summarizes the total interest expense (contractual interest expense, amortization of debt discount, amortization of financing costs and accretion) and the effective interest rate on the liability component of the debt (amounts in thousands, except effective interest rates): | |||||||||||||||||||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||||||||||||||
September 30, 2013 | September 30, 2012 | September 30, 2013 | September 30, 2012 | ||||||||||||||||||||||||||||||
Interest | Effective | Interest | Effective | Interest | Effective | Interest | Effective | ||||||||||||||||||||||||||
Expense | Interest | Expense | Interest | Expense | Interest | Expense | Interest | ||||||||||||||||||||||||||
Rate | Rate | Rate | Rate | ||||||||||||||||||||||||||||||
Senior Credit Facility | $ | 894 | 5.9 | % | $ | 1,561 | 3.5 | % | $ | 3,235 | 4.9 | % | $ | 4,057 | 3.6 | % | |||||||||||||||||
3.25% Convertible Senior Notes due 2026 | 3 | 3.3 | % | 3 | 3.2 | % | 10 | 3.3 | % | 10 | 3.2 | % | |||||||||||||||||||||
5.0% Convertible Senior Notes due 2029 | 4,578 | 11.1 | % | 5,423 | 10.9 | % | 15,976 | 11.3 | % | 16,269 | 11.2 | % | |||||||||||||||||||||
5.0% Convertible Senior Notes due 2032 | 877 | 8.7 | % | — | — | % | 877 | 8.7 | % | — | — | ||||||||||||||||||||||
8.875% Senior Notes due 2019 | 6,327 | 9.2 | % | 6,327 | 9 | % | 18,981 | 9.2 | % | 18,981 | 9.1 | % | |||||||||||||||||||||
Total Total | $ | 12,679 | $ | 13,314 | $ | 39,079 | $ | 39,317 | |||||||||||||||||||||||||
Net_Income_Loss_Per_Common_Sha1
Net Income (Loss) Per Common Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Computation of Net Income (Loss) Per Common Share | ' | ||||||||||||||||
The following table sets forth information related to the computations of basic and diluted loss per share (amounts in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(Amounts in thousands, except per share data) | |||||||||||||||||
Basic Income (loss) per share: | |||||||||||||||||
Income (loss) applicable to common stock | $ | (32,790 | ) | $ | 10,894 | $ | (82,864 | ) | $ | (13,061 | ) | ||||||
Weighted average shares of common stock outstanding | 36,732 | 36,391 | 36,706 | 36,365 | |||||||||||||
Basic income (loss) per share | $ | (0.89 | ) | $ | 0.3 | $ | (2.26 | ) | $ | (0.36 | ) | ||||||
Diluted income (loss) per share: | |||||||||||||||||
Income (loss) applicable to common stock | $ | (32,790 | ) | $ | 10,894 | $ | (82,864 | ) | $ | (13,061 | ) | ||||||
Dividends on convertible preferred stock (1) | — | — | — | — | |||||||||||||
Interest and amortization of loan cost on senior convertible notes, net of tax (2) | — | 2 | — | — | |||||||||||||
$ | (32,790 | ) | $ | 10,896 | $ | (82,864 | ) | $ | (13,061 | ) | |||||||
Weighted average shares of common stock outstanding | 36,732 | 36,391 | 36,706 | 36,365 | |||||||||||||
Assumed conversion of convertible preferred stock (1) | — | — | — | — | |||||||||||||
Assumed conversion of convertible senior notes (2) | — | 7 | — | — | |||||||||||||
Stock options and restricted stock (3) | — | 221 | — | — | |||||||||||||
Weighted average diluted shares outstanding | 36,732 | 36,619 | 36,706 | 36,365 | |||||||||||||
Diluted income (loss) per share | $ | (0.89 | ) | $ | 0.3 | $ | (2.26 | ) | $ | (0.36 | ) | ||||||
(1) Common shares issuable upon assumed conversion of convertible preferred stock were not presented as they would have been anti-dilutive. | 3,588 | 3,588 | 3,588 | 3,588 | |||||||||||||
(2) Common shares issuable upon assumed conversion of the 2026 Notes, the 2029 Notes and the 2032 Notes were not presented as they would have been anti-dilutive. | 6,311 | 6,304 | 6,311 | 6,311 | |||||||||||||
(3) Common shares issuable on assumed conversion of restricted stock and employee stock option were not included in the computation of diluted loss per common share since their inclusion would have been anti-dilutive. | 771 | — | 540 | 206 |
Description_of_Business_and_Si2
Description of Business and Significant Accounting Policies - Additional Information (Detail) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2009 | Sep. 30, 2013 | Aug. 26, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 02, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||||
3.25% Convertible Senior Notes due 2026 | 3.25% Convertible Senior Notes due 2026 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | Minimum | Maximum | Wholly-owned subsidiary | Series B Preferred Stock | ||||||
Maximum | |||||||||||||||||||
Description Of Company And Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cash held in escrow | ' | ' | ' | ' | $109,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt instrument interest rate | ' | ' | 3.25% | ' | 5.00% | ' | ' | 5.00% | ' | 8.88% | ' | ' | ' | ' | ' | ' | |||
Furniture, fixtures and equipment estimated useful lives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years | ' | ' | |||
Natural gas gathering agreement period | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Percentage of compensation paid to service provider | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Percentage of accumulated capital costs charged annually | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Preferred stock, dividend rate, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.38% | |||
Debt instruments maturity date | ' | ' | '2026 | ' | '2029 | ' | ' | '2032 | ' | '2019 | ' | ' | ' | ' | ' | ' | |||
Dividend yield | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt instrument, principal amount | $636,941,000 | $588,929,000 | $429,000 | $429,000 | $109,250,000 | [1] | $218,500,000 | [1] | $218,500,000 | $109,462,000 | [2] | $109,250,000 | $275,000,000 | $275,000,000 | $275,000,000 | ' | ' | ' | ' |
Percentage of restricted assets that may not be transferred to the parent company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | |||
[1] | The debt discount is amortized using the effective interest rate method based upon an original five year term through October 1, 2014, the first repurchase date applicable to the 2029 Notes. The debt discount was $6.1 million and $20.3 million as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||
[2] | The debt discount is amortized using the effective interest rate method based upon a four year term through October 1, 2017, the first repurchase date applicable to the 2032 Notes. The debt discount was $4.9 million as of September 30, 2013. |
Reconciliation_of_Gross_Amount
Reconciliation of Gross Amounts to Amounts as Presented on Statement of Financial Position (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ' | ' |
Derivative Current Asset | $8,129 | $2,125 |
Derivative Non-current Asset | 43 | ' |
Derivative Current Liability | -5,735 | -351 |
Derivative Non-current Liability | -887 | -3,987 |
Total | 1,550 | -2,213 |
Gross Amount | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative Current Asset | 8,223 | 2,410 |
Derivative Non-current Asset | 2,172 | ' |
Derivative Current Liability | -5,829 | -636 |
Derivative Non-current Liability | -3,016 | -3,987 |
Total | 1,550 | -2,213 |
Amount Offset | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative Current Asset | -94 | -285 |
Derivative Non-current Asset | -2,129 | ' |
Derivative Current Liability | 94 | 285 |
Derivative Non-current Liability | $2,129 | ' |
Reconciliation_of_Asset_Retire
Reconciliation of Asset Retirement Obligations (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Asset Retirement Obligations [Line Items] | ' | ' |
Beginning balance | $18,306 | ' |
Liabilities incurred | 429 | ' |
Revisions in estimated liabilities | ' | ' |
Liabilities settled | -82 | ' |
Accretion expense | 920 | ' |
Dispositions | -325 | ' |
Ending balance | 19,248 | ' |
Current liability | 86 | 168 |
Long term liability | $19,162 | $18,138 |
Components_of_Debt_Detail
Components of Debt (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2009 | Sep. 30, 2009 | Sep. 30, 2013 | Aug. 26, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 02, 2011 | |||||||||||
In Thousands, unless otherwise specified | Senior Credit Facility | Senior Credit Facility | 3.25% Convertible Senior Notes due 2026 | 3.25% Convertible Senior Notes due 2026 | 3.25% Convertible Senior Notes due 2026 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | |||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Debt Instrument, Principal | $636,941 | $588,929 | $142,800 | $95,000 | $429 | $429 | ' | $109,250 | [1] | $218,500 | [1] | ' | $218,500 | $109,462 | [2] | $109,250 | $275,000 | $275,000 | $275,000 | ||||||||
Debt Instrument, Carrying Amount | 625,990 | 568,671 | 142,800 | 95,000 | 429 | 429 | 400 | 103,199 | [1] | 198,242 | [1] | 171,100 | ' | 104,562 | [2] | ' | 275,000 | 275,000 | ' | ||||||||
Debt Instrument, Fair Value | $665,532 | [3] | $561,654 | [3] | $142,800 | [3] | $95,000 | [3] | $429 | [3] | $429 | [3] | ' | $118,482 | [1],[3] | $204,975 | [1],[3] | ' | ' | $122,633 | [2],[3] | ' | $281,188 | [3] | $261,250 | [3] | ' |
[1] | The debt discount is amortized using the effective interest rate method based upon an original five year term through October 1, 2014, the first repurchase date applicable to the 2029 Notes. The debt discount was $6.1 million and $20.3 million as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||
[2] | The debt discount is amortized using the effective interest rate method based upon a four year term through October 1, 2017, the first repurchase date applicable to the 2032 Notes. The debt discount was $4.9 million as of September 30, 2013. | ||||||||||||||||||||||||||
[3] | The carrying amount for the Senior Credit Facility represents fair value because the variable interest rates are reflective of current market condition. The fair value of the notes was obtained by direct market quotes within Level 2 of the fair value hierarchy. |
Components_of_Debt_Parenthetic
Components of Debt (Parenthetical) (Detail) (USD $) | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2009 |
5.0% Convertible Senior Notes due 2029 | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt discount | $6.10 | $20.30 | $49.40 |
Period of amortization on debt instrument | '5 years | ' | ' |
5% Convertible Senior Notes due 2032 | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt discount | 5 | ' | ' |
Period of amortization on debt instrument | '4 years | ' | ' |
Unamortized debt discount | $4.90 | ' | ' |
Summary_of_Total_Interest_Expe
Summary of Total Interest Expense and Effective Interest Rate on Debt (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Interest Expense | $12,679 | $13,314 | $39,079 | $39,317 |
Senior Credit Facility | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Interest Expense | 894 | 1,561 | 3,235 | 4,057 |
Effective Interest Rate | 5.90% | 3.50% | 4.90% | 3.60% |
3.25% Convertible Senior Notes due 2026 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Interest Expense | 3 | 3 | 10 | 10 |
Effective Interest Rate | 3.30% | 3.20% | 3.30% | 3.20% |
5.0% Convertible Senior Notes due 2029 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Interest Expense | 4,578 | 5,423 | 15,976 | 16,269 |
Effective Interest Rate | 11.10% | 10.90% | 11.30% | 11.20% |
5% Convertible Senior Notes due 2032 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Interest Expense | 877 | ' | 877 | ' |
Effective Interest Rate | 8.70% | ' | 8.70% | ' |
8.875% Senior Notes due 2019 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Interest Expense | $6,327 | $6,327 | $18,981 | $18,981 |
Effective Interest Rate | 9.20% | 9.00% | 9.20% | 9.10% |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 01, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 26, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2009 | Sep. 30, 2009 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Oct. 01, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 02, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 26, 2013 | Sep. 30, 2013 | Aug. 26, 2013 | Sep. 30, 2013 | Oct. 01, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | |||||||||||||
Minimum | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Bank Base Rate | Libor | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | 8.875% Senior Notes due 2019 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 3.25% Convertible Senior Notes due 2026 | 3.25% Convertible Senior Notes due 2026 | 3.25% Convertible Senior Notes due 2026 | |||||||||||||||||
Subsequent Event | Extinguishment of Debt | Minimum | Maximum | Subsequent Event | Scenario 1 | Scenario 2 | Scenario 3 | Extinguishment of Debt | Scenario 1 | Minimum | Subsequent Event | |||||||||||||||||||||||||||||||||||
Scenario 2 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Total lender commitments under the Senior Credit Facility borrowing base | ' | ' | ' | ' | ' | $600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Senior credit facility, current borrowing capacity | ' | ' | ' | ' | ' | 243,000,000 | ' | 270,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt instrument rate minimum | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt instrument rate maximum | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Amount outstanding under the senior credit facility | ' | ' | ' | ' | ' | 142,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Liquidation value of any new series of preferred stock | 250,000,000 | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Escrow deposit for repurchase of the remaining outstanding principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Adjusted current ratio current assets | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Interest rate ratio EBITDAX | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt no greater than EBITDAX | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt Instrument, Principal | 636,941,000 | ' | 636,941,000 | 588,929,000 | ' | 142,800,000 | 95,000,000 | ' | ' | ' | ' | 109,250,000 | [1] | 218,500,000 | [1] | ' | 218,500,000 | ' | ' | ' | ' | 275,000,000 | 275,000,000 | 275,000,000 | ' | ' | ' | 109,462,000 | [2] | 109,250,000 | ' | 109,250,000 | ' | 57,000,000 | 429,000 | ' | 429,000 | |||||||||
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Oct-29 | ' | ' | ' | ' | ' | ' | ' | 15-Mar-19 | ' | ' | ' | ' | ' | 1-Oct-32 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Redemption price, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Redeemable redemption price, percentage of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 108.88% | ' | ' | 104.44% | 102.22% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Notes redemption, start date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Mar-15 | 15-Mar-16 | 15-Mar-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt instrument interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | 8.88% | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | 3.25% | ' | ' | ||||||||||||
Conversion price, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Number of trading days in the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Principal amount of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | 1,000 | ' | ' | ||||||||||||
Percentage on sale price of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Notes to shares converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28.8534 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28.8534 | ' | ' | ' | ' | ' | 15.1653 | ' | ' | ||||||||||||
Base conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $34.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $34.66 | ' | ' | ' | $1.30 | ' | $65.94 | ' | ' | ||||||||||||
Payment of second lien term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,100,000 | 20,300,000 | ' | 49,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Aggregate carrying amount | 625,990,000 | ' | 625,990,000 | 568,671,000 | ' | 142,800,000 | 95,000,000 | ' | ' | ' | ' | 103,199,000 | [1] | 198,242,000 | [1] | 171,100,000 | ' | 102,600,000 | ' | ' | ' | 275,000,000 | 275,000,000 | ' | ' | ' | ' | 104,562,000 | [2] | ' | ' | ' | ' | ' | 429,000 | 400,000 | 429,000 | |||||||||
Equity component, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Period of amortization on debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Aggregate principal amount retired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,250,000 | ' | ' | ' | ' | ' | ' | ' | 57,434,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Accretion rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Accretion amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Common stock trading price cap before conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45.06 | ' | ' | ' | ' | ||||||||||||
Unamortized debt issuance cost written off | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Fair value of equity portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt Instrument, Fair Value | 665,532,000 | [3] | ' | 665,532,000 | [3] | 561,654,000 | [3] | ' | 142,800,000 | [3] | 95,000,000 | [3] | ' | ' | ' | ' | 118,482,000 | [1],[3] | 204,975,000 | [1],[3] | ' | ' | ' | ' | ' | ' | 281,188,000 | [3] | 261,250,000 | [3] | ' | ' | ' | ' | 122,633,000 | [2],[3] | ' | 117,000,000 | ' | ' | ' | 429,000 | [3] | ' | 429,000 | [3] |
Gain (loss) on extinguishment of debt | -4,792,000 | ' | -4,792,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,792,000 | ' | ' | ' | ' | ' | ' | ||||||||||||
Effective interest rate, debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Fair value of debt portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 104,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Debt discount amortization beginning date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Oct-17 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Equity component of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Unamortized debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Repurchase of senior notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $174,600,000 | ' | ||||||||||||
Debt instrument maturity year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2026 | ' | ' | ||||||||||||
Incremental share factor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.6762 | ' | ' | ||||||||||||
[1] | The debt discount is amortized using the effective interest rate method based upon an original five year term through October 1, 2014, the first repurchase date applicable to the 2029 Notes. The debt discount was $6.1 million and $20.3 million as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||||||||||||||||||||||||||||||
[2] | The debt discount is amortized using the effective interest rate method based upon a four year term through October 1, 2017, the first repurchase date applicable to the 2032 Notes. The debt discount was $4.9 million as of September 30, 2013. | |||||||||||||||||||||||||||||||||||||||||||||
[3] | The carrying amount for the Senior Credit Facility represents fair value because the variable interest rates are reflective of current market condition. The fair value of the notes was obtained by direct market quotes within Level 2 of the fair value hierarchy. |
Computations_of_Basic_and_Dilu
Computations of Basic and Diluted Income (Loss) Per Share (Detail) (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 | ||||
Basic Income (loss) per share: | ' | ' | ' | ' | ||||
Income (loss) applicable to common stock | ($32,790) | $10,894 | ($82,864) | ($13,061) | ||||
Weighted average shares of common stock outstanding | 36,732 | 36,391 | 36,706 | 36,365 | ||||
Basic income (loss) per share | ($0.89) | $0.30 | ($2.26) | ($0.36) | ||||
Diluted income (loss) per share: | ' | ' | ' | ' | ||||
Income (loss) applicable to common stock | -32,790 | 10,894 | -82,864 | -13,061 | ||||
Dividends on convertible preferred stock | ' | [1] | ' | [1] | ' | [1] | ' | [1] |
Interest and amortization of loan cost on senior convertible notes, net of tax | ' | 2 | [2] | ' | ' | |||
Diluted loss | ($32,790) | $10,896 | ($82,864) | ($13,061) | ||||
Weighted average shares of common stock outstanding | 36,732 | 36,391 | 36,706 | 36,365 | ||||
Assumed conversion of convertible preferred stock | ' | [1] | ' | [1] | ' | [1] | ' | [1] |
Assumed conversion of convertible senior notes | ' | 7 | [2] | ' | ' | |||
Stock options and restricted stock | ' | 221 | [3] | ' | ' | |||
Weighted average diluted shares outstanding | 36,732 | 36,619 | 36,706 | 36,365 | ||||
Diluted income (loss) per share | ($0.89) | $0.30 | ($2.26) | ($0.36) | ||||
[1] | Common shares issuable upon assumed conversion of convertible preferred stock were not presented as they would have been anti-dilutive. 3,588 3,588 3,588 3,588 | |||||||
[2] | Common shares issuable upon assumed conversion of the 2026 Notes, the 2029 Notes and the 2032 Notes were not presented as they would have been anti-dilutive. 6,311 6,304 6,311 6,311 | |||||||
[3] | Common shares issuable on assumed conversion of restricted stock and employee stock option were not included in the computation of diluted loss per common share since their inclusion would have been anti-dilutive. 771 - 540 206 |
Computations_of_Basic_and_Dilu1
Computations of Basic and Diluted Income (Loss) Per Share (Parenthetical) (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings Per Share Disclosure [Line Items] | ' | ' | ' | ' |
Common shares issuable upon assumed conversion of convertible preferred stock were not presented as they would have been anti-dilutive. | 3,588 | 3,588 | 3,588 | 3,588 |
Common shares issuable upon assumed conversion of the 2026 Notes, the 2029 Notes and the 2032 Notes were not presented as they would have been anti-dilutive. | 6,311 | 6,304 | 6,311 | 6,311 |
Common shares issuable on assumed conversion of restricted stock and employee stock option were not included in the computation of diluted loss per common share since their inclusion would have been anti-dilutive. | 771 | ' | 540 | 206 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | 5.375% Series B convertible preferred stock | Depositary Shares | Depositary Shares | American Depository Share | American Depository Share | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | |||
Maximum | Minimum | Maximum | Minimum | ||||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock issued | ' | ' | $110,000,000 | ' | ' | ' | ' | ' | ' | ' | $130,000,000 | ' | ' |
Proceeds from issuance of preferred stock | $230,822,000 | ' | $105,500,000 | ' | ' | ' | ' | ' | ' | ' | $125,300,000 | ' | ' |
Preferred stock, dividend rate, percentage | ' | ' | 10.00% | ' | ' | 5.38% | ' | ' | ' | ' | 9.75% | ' | ' |
Number of shares issued | 36,749,710 | 36,758,141 | ' | ' | ' | ' | 5,200,000 | 4,400,000 | ' | ' | ' | ' | ' |
Percent of ownership interest held | ' | ' | ' | ' | ' | ' | 0.001 | 0.001 | ' | ' | ' | ' | ' |
Preferred share par value | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' |
Preferred Stock, Liquidation Preference Per Share | ' | ' | $25,000 | ' | ' | ' | ' | ' | $25 | $25 | $25,000 | ' | ' |
Maximum per share convertible rate | ' | ' | ' | 3,371.54 | ' | ' | ' | ' | ' | ' | ' | ' | 2,297.79 |
Preferred sock redemption date | ' | ' | ' | ' | 10-Apr-18 | ' | ' | ' | ' | ' | ' | 19-Aug-18 | ' |
Summary_of_Realized_and_Unreal
Summary of Realized and Unrealized Gains and Losses on Derivatives (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative [Line Items] | ' | ' | ' | ' |
Realized gain (loss) on oil and natural gas derivatives | ($3,647) | $18,806 | ($3,412) | $56,027 |
Unrealized gain (loss) on oil and natural gas derivatives | -5,112 | -24,943 | 3,762 | -28,696 |
Total gain (loss) on oil and natural gas derivatives | ($8,759) | ($6,137) | $350 | $27,331 |
Derivative_Activities_Addition
Derivative Activities - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Derivative [Line Items] | ' |
Loss of fair value | $5.80 |
Outstanding_Commodity_Derivati
Outstanding Commodity Derivative Contracts (Detail) (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 | 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 | 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 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Natural Gas Swaps (MMBtu) | Natural Gas Swaps (MMBtu) | Natural Gas Swaps (MMBtu) | Natural Gas Swaps (MMBtu) | Natural Gas Swaps (MMBtu) | Natural Gas Swaps (MMBtu) | Natural Gas Swaptions (MMBtu) | Natural Gas Swaptions (MMBtu) | Natural Gas Swaptions (MMBtu) | Natural Gas calls (MMBtu) | Natural Gas calls (MMBtu) | Natural Gas calls (MMBtu) | Oil Swap (BBL) | Oil Swap (BBL) | Oil Swap (BBL) | Oil Swap (BBL) | Oil Swap (BBL) | Oil Swap (BBL) | Oil Swaptions (BBL) | Oil Swaptions (BBL) | Oil Swaptions (BBL) | Minimum | Minimum | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Maximum | Maximum | ||
2013 | 2014 | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | 2014 | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | 2015-2016 | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | 2013 | 2014 | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | 2014 | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Natural Gas Swaps (MMBtu) | Natural Gas calls (MMBtu) | Oil Swap (BBL) | Oil Swap (BBL) | Oil Swaptions (BBL) | Natural Gas Swaps (MMBtu) | Natural Gas calls (MMBtu) | Oil Swap (BBL) | Oil Swap (BBL) | Oil Swaptions (BBL) | |||
Daily | Daily | Annual | Annual | Daily | Annual | Daily | Annual | Daily | Daily | Annual | Annual | Daily | Annual | 2014 | 2015-2016 | 2013 | 2014 | 2014 | 2014 | 2015-2016 | 2013 | 2014 | 2014 | ||||||||||
2013 | 2014 | 2013 | 2014 | 2014 | 2014 | 2015-2016 | 2015-2016 | 2013 | 2014 | 2013 | 2014 | 2014 | 2014 | ||||||||||||||||||||
MMBTU | MMBTU | MMBTU | MMBTU | MMBTU | MMBTU | MMBTU | MMBTU | bbl | bbl | bbl | bbl | bbl | bbl | ||||||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volume | ' | ' | ' | ' | 10,000 | 30,000 | 920,000 | 10,950,000 | ' | 20,000 | 7,300,000 | ' | 20,000 | 14,620,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volume | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500 | 2,000 | 322,000 | 730,000 | ' | 1,500 | 547,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed Price, swaps | ' | ' | 4.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.18 | ' | 92.95 | 90.95 | ' | 5.06 | ' | 103.15 | 92.95 | ' |
Fixed Price, swaptions | ' | ' | ' | ' | ' | ' | ' | ' | 5.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97.3 | ' | ' | ' | ' | 101 |
Fixed Price, calls | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.05 | ' | ' | ' | ' | 5.06 | ' | ' | ' |
Fair Value at September 30, 2013 | $1,550 | ($2,213) | $538 | $9,742 | ' | ' | ' | ' | ($23) | ' | ' | ($2,842) | ' | ' | ($2,245) | ($2,325) | ' | ' | ' | ' | ($1,295) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Contracts_Detail
Derivative Contracts (Detail) (Oil Swap (BBL), Strike Price $98.02, Oil Swap Contract Date November 1, 2013 - Contract Termination December 31, 2014, Not Designated as Hedging Instrument) | 9 Months Ended |
Sep. 30, 2013 | |
bbl | |
Oil Swap (BBL) | Strike Price $98.02 | Oil Swap Contract Date November 1, 2013 - Contract Termination December 31, 2014 | Not Designated as Hedging Instrument | ' |
Derivative [Line Items] | ' |
Daily Volume | 500 |
Strike Price | 98.02 |
Contract Start Date | 1-Nov-13 |
Contract Termination | 31-Dec-14 |
Derivative_Assets_and_Liabilit
Derivative Assets and Liabilities Recorded at Fair Value (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ' | ' |
Current Assets Commodity Derivatives | $8,129 | $2,125 |
Non-current Assets Commodity Derivatives | 43 | ' |
Current Liabilities Commodity Derivatives | -5,735 | -351 |
Non-current Liabilities Commodity Derivatives | -887 | -3,987 |
Total | 1,550 | -2,213 |
Commodity Contract | ' | ' |
Derivative [Line Items] | ' | ' |
Current Assets Commodity Derivatives | 8,129 | ' |
Non-current Assets Commodity Derivatives | 43 | ' |
Current Liabilities Commodity Derivatives | -5,735 | ' |
Non-current Liabilities Commodity Derivatives | -887 | ' |
Total | 1,550 | ' |
Commodity Contract | Fair Value, Inputs, Level 2 | ' | ' |
Derivative [Line Items] | ' | ' |
Current Assets Commodity Derivatives | 8,129 | ' |
Non-current Assets Commodity Derivatives | 43 | ' |
Current Liabilities Commodity Derivatives | -5,735 | ' |
Non-current Liabilities Commodity Derivatives | -887 | ' |
Total | $1,550 | ' |
Acquisition_Additional_Informa
Acquisition - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 21, 2013 | Aug. 21, 2013 | Aug. 21, 2013 | Aug. 21, 2013 | Aug. 21, 2013 |
Undeveloped Leasehold | Developed Leasehold | Lease and Well Equipment | TMS | |||||
Business Combination Segment Allocation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of working interest purchased in producing assets | ' | ' | ' | ' | ' | ' | ' | 66.70% |
Closing price after purchase price adjustments | ' | ' | ' | ' | ' | ' | ' | $23.70 |
Lease extensions cost | ' | ' | ' | ' | ' | ' | ' | 2.9 |
Adjusted purchase price net of lease extension costs | ' | ' | ' | ' | ' | ' | ' | 20.8 |
Fair value of assets acquired and liabilities assumed | ' | ' | ' | 20.8 | 6.2 | 10.6 | 4 | ' |
Operating income from acquired property | 0.9 | ' | ' | ' | ' | ' | ' | ' |
Revenue from acquired property | 1 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, proforma operating earnings | ' | 8.5 | 4.8 | ' | ' | ' | ' | ' |
Business acquisition, proforma revenue | ' | $9.10 | $5.80 | ' | ' | ' | ' | ' |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 26, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2009 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 26, 2013 | Aug. 26, 2013 | Sep. 30, 2013 | Oct. 21, 2013 | Oct. 01, 2013 | Oct. 01, 2013 | |||
5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5.0% Convertible Senior Notes due 2029 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | 5% Convertible Senior Notes due 2032 | Subsequent Event | Subsequent Event | Subsequent Event | ||||||
Debt Outstanding, Principal Amount | Scenario 1 | Scenario Consolidated | 5.0% Convertible Senior Notes due 2029 | 5% Convertible Senior Notes due 2032 | |||||||||||||
Scenario 2 | |||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt retired | ' | ' | $109,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $57,434,000 | ' | |||
Debt Instrument, Principal | 636,941,000 | 588,929,000 | ' | 109,250,000 | [1] | 218,500,000 | [1] | 218,500,000 | 51,816,000 | 109,462,000 | [2] | 109,250,000 | 109,250,000 | 166,250,000 | ' | ' | 57,000,000 |
Underwritten public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,900,000 | ' | ' | |||
Underwritten public offering, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25.25 | ' | ' | |||
Underwritten public offering, net proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $165,900,000 | ' | ' | |||
[1] | The debt discount is amortized using the effective interest rate method based upon an original five year term through October 1, 2014, the first repurchase date applicable to the 2029 Notes. The debt discount was $6.1 million and $20.3 million as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||
[2] | The debt discount is amortized using the effective interest rate method based upon a four year term through October 1, 2017, the first repurchase date applicable to the 2032 Notes. The debt discount was $4.9 million as of September 30, 2013. |