UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 20202021
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to ________________
Commission File Number 1-32414
W&T OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
Texas | 72-1121985 |
(State of incorporation) | (IRS Employer Identification Number) |
|
|
(Address of principal executive offices) | (Zip Code) |
(713) 626-8525
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer | ☑ | |
Non-accelerated filer ☐ | Smaller reporting company | ☐ | |
Emerging growth company | ☐ |
Indicate by check mark whether the registrant is a shell company. Yes ☐ No ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to section 12(b) of the Act: | |||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
Common Stock, par value $0.00001 | WTI | New York Stock Exchange |
As of June 19, 2020, April 30, 2021 there were 141,778,318142,304,770 shares outstanding of the registrant’s common stock, par value $0.00001.
Explanatory Note:
As previously disclosed in the Current Report on Form 8-K filed by W&T Offshore, Inc. (the “Company”) on May 5, 2020, the Company expected that the filing of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”), originally due on May 11, 2020, would be delayed due to circumstances related to the outbreak of the coronavirus disease 2019 (“COVID-19”).
In particular, COVID-19 and related precautionary responses had caused the institution of work-from-home policies for our corporate offices which had limited our employees’ access to our facilities and disrupted our normal interactions and workflows among our accounting, financial and legal personnel and other staff and service providers involved in the completion of our quarterly review and preparation of the Quarterly Report. These restrictions had slowed the completion of our internal quarterly review, including evaluating the various impacts of COVID-19 on our financial statements, and our ability to prepare and complete the Quarterly Report in a timely manner.
The Company relied on Release No. 34-88465 issued by the Securities and Exchange Commission on March 25, 2020, pursuant to Section 36 of the Securities Exchange Act of 1934, as amended, to delay the filing of the Quarterly Report.
W&T OFFSHORE, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page | ||
PART I –FINANCIAL INFORMATION | ||
Item 1. | 1 | |
Condensed Consolidated Balance Sheets as of March 31, | 1 | |
2 | ||
3 | ||
4 | ||
5 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | ||
Item 4. | ||
PART II – OTHER INFORMATION | ||
Item 1. | ||
Item 1A. | ||
Item 6. | ||
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
W&T OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 31, | December 31, | March 31, | December 31, | |||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 47,574 | $ | 32,433 | $ | 53,359 | $ | 43,726 | ||||||||
Receivables: | ||||||||||||||||
Oil and natural gas sales | 35,413 | 57,367 | 49,931 | 38,830 | ||||||||||||
Joint interest and other, net | 12,277 | 19,400 | ||||||||||||||
Income taxes | 1,861 | 1,861 | ||||||||||||||
Joint interest, net | 15,234 | 10,840 | ||||||||||||||
Total receivables | 49,551 | 78,628 | 65,165 | 49,670 | ||||||||||||
Prepaid expenses and other assets (Note 1) | 78,658 | 30,691 | 15,350 | 13,832 | ||||||||||||
Total current assets | 175,783 | 141,752 | 133,874 | 107,228 | ||||||||||||
Oil and natural gas properties and other, net - at cost (Note 1) | 730,044 | 748,798 | ||||||||||||||
Oil and natural gas properties and other, net – at cost: (Note 1) | 668,969 | 686,878 | ||||||||||||||
Restricted deposits for asset retirement obligations | 15,574 | 15,806 | 29,699 | 29,675 | ||||||||||||
Deferred income taxes | 57,418 | 63,916 | 94,535 | 94,331 | ||||||||||||
Other assets (Note 1) | 30,084 | 33,447 | 22,613 | 22,470 | ||||||||||||
Total assets | $ | 1,008,903 | $ | 1,003,719 | $ | 949,690 | $ | 940,582 | ||||||||
Liabilities and Shareholders’ Deficit | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 61,729 | $ | 102,344 | $ | 43,714 | $ | 48,612 | ||||||||
Undistributed oil and natural gas proceeds | 28,176 | 29,450 | 25,338 | 19,167 | ||||||||||||
Advances from joint interest partners | 18,285 | 5,279 | ||||||||||||||
Asset retirement obligations | 2,803 | 21,991 | 26,402 | 17,188 | ||||||||||||
Accrued liabilities (Note 1) | 34,428 | 30,896 | 64,420 | 29,880 | ||||||||||||
Income tax payable | 153 | 153 | ||||||||||||||
Total current liabilities | 145,421 | 189,960 | 160,027 | 115,000 | ||||||||||||
Long-term debt: (Note 2) | ||||||||||||||||
Principal | 677,525 | 730,000 | 600,460 | 632,460 | ||||||||||||
Carrying value adjustments | (9,467 | ) | (10,467 | ) | ||||||||||||
Long term debt - carrying value | 668,058 | 719,533 | ||||||||||||||
Unamortized debt issuance costs | (6,622 | ) | (7,174 | ) | ||||||||||||
Long-term debt, net | 593,838 | 625,286 | ||||||||||||||
Asset retirement obligations, less current portion | 361,297 | 333,603 | 372,495 | 375,516 | ||||||||||||
Other liabilities (Note 1) | 16,464 | 9,988 | 31,780 | 32,938 | ||||||||||||
Commitments and contingencies | — | — | ||||||||||||||
Deferred income taxes | 128 | 128 | ||||||||||||||
Commitments and contingencies (Note 10) | — | — | ||||||||||||||
Shareholders’ deficit: | ||||||||||||||||
Preferred stock, $0.00001 par value; 20,000 shares authorized; 0 issued for both dates presented | — | — | ||||||||||||||
Common stock, $0.00001 par value; 200,000 shares authorized; 144,538 issued and 141,669 outstanding for both dates presented | 1 | 1 | ||||||||||||||
Preferred stock, $0.00001 par value; 20,000 shares authorized; 0 issued at March 31, 2021 and December 31, 2020 | 0 | 0 | ||||||||||||||
Common stock, $0.00001 par value; 200,000 shares authorized; 145,174 issued and 142,305 outstanding at March 31, 2021 and at December 31, 2020 | 1 | 1 | ||||||||||||||
Additional paid-in capital | 548,098 | 547,050 | 550,793 | 550,339 | ||||||||||||
Retained deficit | (706,269 | ) | (772,249 | ) | (735,205 | ) | (734,459 | ) | ||||||||
Treasury stock, at cost; 2,869 shares for both dates presented | (24,167 | ) | (24,167 | ) | ||||||||||||
Treasury stock, at cost; 2,869 shares at March 31, 2021 and December 31, 2020 | (24,167 | ) | (24,167 | ) | ||||||||||||
Total shareholders’ deficit | (182,337 | ) | (249,365 | ) | (208,578 | ) | (208,286 | ) | ||||||||
Total liabilities and shareholders’ deficit | $ | 1,008,903 | $ | 1,003,719 | $ | 949,690 | $ | 940,582 |
See Notes to Condensed Consolidated Financial Statements
W&T OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Revenues: | ||||||||
Oil | $ | 84,650 | $ | 86,703 | ||||
NGLs | 6,452 | 6,448 | ||||||
Natural gas | 29,300 | 21,838 | ||||||
Other | 3,726 | 1,091 | ||||||
Total revenues | 124,128 | 116,080 | ||||||
Operating costs and expenses: | ||||||||
Lease operating expenses | 54,775 | 43,456 | ||||||
Production taxes | 916 | 416 | ||||||
Gathering and transportation | 5,449 | 6,423 | ||||||
Depreciation, depletion, amortization and accretion | 39,126 | 33,766 | ||||||
General and administrative expenses | 13,963 | 14,109 | ||||||
Derivative (gain) loss | (61,912 | ) | 48,886 | |||||
Total costs and expenses | 52,317 | 147,056 | ||||||
Operating income (loss) | 71,811 | (30,976 | ) | |||||
Interest expense, net | 17,110 | 16,282 | ||||||
Gain on purchase of debt | (18,501 | ) | — | |||||
Other expense, net | 723 | 331 | ||||||
Income (loss) before income tax expense | 72,479 | (47,589 | ) | |||||
Income tax expense | 6,499 | 172 | ||||||
Net income (loss) | $ | 65,980 | $ | (47,761 | ) | |||
Basic and diluted earnings (loss) per common share | $ | 0.46 | $ | (0.34 | ) |
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Revenues: | ||||||||
Oil | $ | 78,140 | $ | 84,650 | ||||
NGLs | 9,359 | 6,452 | ||||||
Natural gas | 36,209 | 29,300 | ||||||
Other | 1,939 | 3,726 | ||||||
Total revenues | 125,647 | 124,128 | ||||||
Operating costs and expenses: | ||||||||
Lease operating expenses | 42,357 | 54,775 | ||||||
Production taxes | 1,996 | 916 | ||||||
Gathering and transportation | 4,319 | 5,449 | ||||||
Depreciation, depletion, amortization and accretion | 26,637 | 39,126 | ||||||
General and administrative expenses | 10,712 | 13,963 | ||||||
Derivative loss (gain) | 24,578 | (61,912 | ) | |||||
Total costs and expenses | 110,599 | 52,317 | ||||||
Operating income | 15,048 | 71,811 | ||||||
Interest expense, net | 15,034 | 17,110 | ||||||
Gain on debt transactions | 0 | (18,501 | ) | |||||
Other expense, net | 963 | 723 | ||||||
(Loss) income before income tax (benefit) expense | (949 | ) | 72,479 | |||||
Income tax (benefit) expense | (203 | ) | 6,499 | |||||
Net (loss) income | $ | (746 | ) | $ | 65,980 | |||
Basic and diluted (loss) earnings per common share | $ | (0.01 | ) | $ | 0.46 |
See Notes to Condensed Consolidated Financial Statements.
W&T OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(In thousands)
(Unaudited)
Common Stock Outstanding | Additional Paid-In | Retained | Treasury Stock | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Value | Capital | Deficit | Shares | Value | Deficit | ||||||||||||||||||||||
Balances at December 31, 2019 | 141,669 | $ | 1 | $ | 547,050 | $ | (772,249 | ) | 2,869 | $ | (24,167 | ) | $ | (249,365 | ) | |||||||||||||
Share-based compensation | — | 0 | 1,048 | 0 | — | 0 | 1,048 | |||||||||||||||||||||
Net income | — | 0 | 0 | 65,980 | — | 0 | 65,980 | |||||||||||||||||||||
Balances at March 31, 2020 | 141,669 | $ | 1 | $ | 548,098 | $ | (706,269 | ) | 2,869 | $ | (24,167 | ) | $ | (182,337 | ) |
Common Stock Outstanding | Additional Paid-In | Retained | Treasury Stock | Total Shareholders’ | Common Stock Outstanding | Additional Paid-In | Retained | Treasury Stock | Total Shareholders’ | |||||||||||||||||||||||||||||||||||||||||||||||
Shares | Value | Capital | Deficit | Shares | Value | Deficit | Shares | Value | Capital | Deficit | Shares | Value | Deficit | |||||||||||||||||||||||||||||||||||||||||||
Balances, December 31, 2018 | 140,644 | $ | 1 | $ | 545,705 | $ | (846,335 | ) | 2,869 | $ | (24,167 | ) | $ | (324,796 | ) | |||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2020 | 142,305 | $ | 1 | $ | 550,339 | $ | (734,459 | ) | 2,869 | $ | (24,167 | ) | $ | (208,286 | ) | |||||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | (78 | ) | — | — | — | (78 | ) | — | 0 | 454 | 0 | — | 0 | 454 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | (47,761 | ) | — | — | (47,761 | ) | — | 0 | 0 | (746 | ) | — | 0 | (746 | ) | ||||||||||||||||||||||||||||||||||||||
Balances, March 31, 2019 | 140,644 | $ | 1 | $ | 545,627 | $ | (894,096 | ) | 2,869 | $ | (24,167 | ) | $ | (372,635 | ) | |||||||||||||||||||||||||||||||||||||||||
Balances at March 31, 2021 | 142,305 | $ | 1 | $ | 550,793 | $ | (735,205 | ) | 2,869 | $ | (24,167 | ) | $ | (208,578 | ) |
Common Stock Outstanding | Additional Paid-In | Retained | Treasury Stock | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Value | Capital | Deficit | Shares | Value | Deficit | ||||||||||||||||||||||
Balances, December 31, 2019 | 141,669 | $ | 1 | $ | 547,050 | $ | (772,249 | ) | 2,869 | $ | (24,167 | ) | $ | (249,365 | ) | |||||||||||||
Share-based compensation | — | — | 1,048 | — | — | — | 1,048 | |||||||||||||||||||||
Net income | — | — | — | 65,980 | — | — | 65,980 | |||||||||||||||||||||
Balances, March 31, 2020 | 141,669 | $ | 1 | $ | 548,098 | $ | (706,269 | ) | 2,869 | $ | (24,167 | ) | $ | (182,337 | ) |
See Notes to Condensed Consolidated Financial Statements
W&T OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||
Operating activities: | ||||||||||||||||
Net income (loss) | $ | 65,980 | $ | (47,761 | ) | |||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||||
Net (loss) income | $ | (746 | ) | $ | 65,980 | |||||||||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||||||||
Depreciation, depletion, amortization and accretion | 39,126 | 33,766 | 26,637 | 39,126 | ||||||||||||
Amortization of debt items and other items | 1,625 | 1,152 | 2,019 | 1,625 | ||||||||||||
Share-based compensation | 1,048 | (78 | ) | 454 | 1,048 | |||||||||||
Derivative (gain) loss | (61,912 | ) | 48,886 | |||||||||||||
Cash receipts on derivative settlements, net | 4,404 | 11,948 | ||||||||||||||
Gain on purchase of debt | (18,501 | ) | — | |||||||||||||
Deferred Income taxes | 6,499 | 172 | ||||||||||||||
Derivative loss (gain) | 24,578 | (61,912 | ) | |||||||||||||
Derivative cash (payments) receipts, net | (4,604 | ) | 4,404 | |||||||||||||
Gain on debt transactions | 0 | (18,501 | ) | |||||||||||||
Deferred income taxes | (203 | ) | 6,499 | |||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Oil and natural gas receivables | 21,954 | 6,496 | (11,101 | ) | 21,954 | |||||||||||
Joint interest receivables | 7,123 | (2,986 | ) | (4,394 | ) | 7,123 | ||||||||||
Prepaid expenses and other assets | 11,011 | (4,269 | ) | (7,575 | ) | 11,011 | ||||||||||
Asset retirement obligation settlements | (249 | ) | (254 | ) | (962 | ) | (249 | ) | ||||||||
Cash advances from JV partners | 13,006 | 44,644 | (1,023 | ) | 13,006 | |||||||||||
Accounts payable, accrued liabilities and other | (6,790 | ) | (6,871 | ) | 21,884 | (6,790 | ) | |||||||||
Net cash provided by operating activities | 84,324 | 84,845 | 44,964 | 84,324 | ||||||||||||
Investing activities: | ||||||||||||||||
Investment in oil and natural gas properties and equipment | (33,575 | ) | (31,581 | ) | (1,575 | ) | (9,542 | ) | ||||||||
Acquisition of property interest | (2,002 | ) | — | |||||||||||||
Changes in operating assets and liabilities associated with investing activities | (1,758 | ) | (24,033 | ) | ||||||||||||
Acquisition of property interests | 0 | (2,002 | ) | |||||||||||||
Purchases of furniture, fixtures and other | (70 | ) | — | 2 | (70 | ) | ||||||||||
Net cash used in investing activities | (35,647 | ) | (31,581 | ) | (3,331 | ) | (35,647 | ) | ||||||||
Financing activities: | ||||||||||||||||
Repayments on credit facility | (25,000 | ) | — | (32,000 | ) | (25,000 | ) | |||||||||
Purchase of Senior Second Lien Notes | (8,536 | ) | — | 0 | (8,536 | ) | ||||||||||
Debt issuance costs and other | — | (441 | ) | |||||||||||||
Net cash used in financing activities | (33,536 | ) | (441 | ) | (32,000 | ) | (33,536 | ) | ||||||||
Increase in cash and cash equivalents | 15,141 | 52,823 | 9,633 | 15,141 | ||||||||||||
Cash and cash equivalents, beginning of period | 32,433 | 33,293 | 43,726 | 32,433 | ||||||||||||
Cash and cash equivalents, end of period | $ | 47,574 | $ | 86,116 | $ | 53,359 | $ | 47,574 |
See Notes to Condensed Consolidated Financial Statements.
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. | Basis of Presentation |
Operations. W&T Offshore, Inc. (with subsidiaries referred to herein as “W&T,” “we,” “us,” “our,” or the “Company”) is an independent oil and natural gas producer with substantially all of its operations offshore in the Gulf of Mexico. The Company is active in the exploration, development and acquisition of oil and natural gas properties. Our interests in fields, leases, structures and equipment are primarily owned by the Company and its 100%-owned owned subsidiary, W & T Energy VI, LLC, and through our proportionately consolidated interest in Monza Energy LLC (“Monza”), as described in more detail in Note 4.
Interim Financial Statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim periods and the appropriate rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the condensed consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements for annual periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K10-K for the year ended December 31, 2019.2020.
Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Recent Events. The pandemic spread of the disease caused by a new strain of coronavirus (“COVID-19”) and other worldly events have significantly impacted the price of crude oil and the demand for crude oil beginning in March of 2020. While crude oil prices have partially recovered in June 2020 from recent historical lows in April 2020, the perceived risks and volatility have increased in 2020 to date compared to recent years. See Note 12, Subsequent Events, for additional information.
Accounting StandardStandards Updates effective January 1, 2020 2021
Credit Losses -Simplifying the Accounting for Income Taxes. In June 2016, December 2019, the Financial Accounting Standards Board (“FASB”("FASB") issued Accounting Standards Update (“ASU”("ASU") No. 2016-13,2019-12, Financial Instruments – Credit LossesIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 326) (“740 and by clarifying and amending existing guidance. ASU 2016-13”)2019-12 is effective for annual and subsequently issued additional guidance on this topic. The new guidance eliminatesinterim financial statement periods beginning after December 15, 2020. Adoption of the probable recognition threshold and broadens the information to consider past events, current conditions and forecasted information in estimating credit losses. The amendment did not have a material impact on our financial statements and did not affect the opening balance of Retained Deficit.or disclosures.
Derivatives and Hedging - In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”) and subsequently issued additional guidance on this topic. The amendments in ASU 2017-12 require an entity to present the earnings effect of the hedging instrument in the same income statement line in which the earnings effect of the hedged item is reported. This presentation enables users of financial statements to better understand the results and costs of an entity’s hedging program. Also, relative to current GAAP, this approach simplifies the financial statement reporting for qualifying hedging relationships. As we do not designate our commodity derivative instruments as qualifying hedging instruments, this amendment did not impact the presentation of the changes in fair values of our commodity derivative instruments on our financial statements.
W&T OFFSHORE, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)
Revenue Recognition. We recognize revenue from the sale of crude oil, natural gas liquids (“NGLs”),NGLs, and natural gas when our performance obligations are satisfied. Our contracts with customers are primarily short-term (less than 12 months). Our responsibilities to deliver a unit of crude oil, NGL, and natural gas under these contracts represent separate, distinct performance obligations. These performance obligations are satisfied at the point in time control of each unit is transferred to the customer. Pricing is primarily determined utilizing a particular pricing or market index, plus or minus adjustments reflecting quality or location differentials.
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Employee Retention Credit. Under the Consolidated Appropriations Act, 2021 passed by the United States Congress and signed by the President on December 27, 2020, provisions of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") were extended and modified making the Company eligible for a refundable employee retention credit subject to meeting certain criteria. The Company recognized a $2.1 million employee retention credit during the three months ended March 31, 2021 which is included as a credit to General and administrative expenses in the Condensed Consolidated Statement of Operations.
Credit Risk and Allowance for Credit Losses. Our revenue has been concentrated in certain major oil and gas companies. For the three months ended March 31, 2021, and the year ended December 31, 20192020, approximately 67% and for the three months ended March 31, 2020, approximately 63% and 57%62%, respectively, of our revenue was from three3 major oil and gas companies and a substantial majority of our receivables were from sales with major oil and gas companies. We also have receivables related to joint interest arrangements primarily with mid-size oil and gas companies with a substantial majority of the net receivable balance concentrated in less than ten companies. A loss methodology is used to develop the allowance for credit losses on material receivables to estimate the net amount to be collected. The loss methodology uses historical data, current market conditions and forecasts of future economic conditions. Our maximum exposure at any time would be the receivable balance. The receivables, Joint interest and other, net, reported on the Condensed Consolidated Balance Sheets are reduced for the allowance for credit losses. The roll forward of the allowance for credit losses iswas $9.1 million as follows: of March 31, 2021 and December 31, 2020.
Allowance for credit losses, December 31, 2019 | $ | 9,898 | ||
Additional provisions | 36 | |||
Uncollectible accounts written off | — | |||
Allowance for credit losses, March 31, 2020 | $ | 9,934 |
Prepaid Expenses and Other Assets. The amounts recorded are expected to be realized within one year and the major categories are presented in the following table (in thousands):
March 31, 2020 | December 31, 2019 | March 31, 2021 | December 31, 2020 | |||||||||||||
Derivatives - current (1) | $ | 64,039 | $ | 7,266 | $ | 2,701 | $ | 2,752 | ||||||||
Unamortized bond/insurance premiums | 4,478 | 4,357 | ||||||||||||||
Unamortized insurance/bond premiums | 5,163 | 4,717 | ||||||||||||||
Prepaid deposits related to royalties | 7,555 | 7,980 | 4,536 | 4,473 | ||||||||||||
Prepayment to vendors | 1,825 | 10,202 | 1,966 | 1,429 | ||||||||||||
Other | 761 | 886 | 984 | 461 | ||||||||||||
Prepaid expenses and other assets | $ | 78,658 | $ | 30,691 | $ | 15,350 | $ | 13,832 |
| Includes closed contracts which have not yet settled. |
Oil and Natural Gas Properties and Other, Net – At Cost. Oil and natural gas properties and equipment are recorded at cost using the full cost method. There were no amounts excluded from amortization as of the dates presented in the following table (in thousands):
March 31, 2020 | December 31, 2019 | March 31, 2021 | December 31, 2020 | |||||||||||||
Oil and natural gas properties and equipment, at cost | $ | 8,546,778 | $ | 8,532,196 | $ | 8,570,371 | $ | 8,567,509 | ||||||||
Furniture, fixtures and other | 20,387 | 20,317 | 20,845 | 20,847 | ||||||||||||
Total property and equipment | 8,567,165 | 8,552,513 | 8,591,216 | 8,588,356 | ||||||||||||
Less: Accumulated depreciation, depletion and amortization | 7,837,121 | 7,803,715 | ||||||||||||||
Less: Accumulated depreciation, depletion, amortization and impairment | 7,922,247 | 7,901,478 | ||||||||||||||
Oil and natural gas properties and other, net | $ | 730,044 | $ | 748,798 | $ | 668,969 | $ | 686,878 |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other Assets (long-term). The major categories are presented in the following table (in thousands):
March 31, 2020 | December 31, 2019 | March 31, 2021 | December 31, 2020 | |||||||||||||
Right-of-Use assets (Note 7) | $ | 12,745 | $ | 7,936 | ||||||||||||
Right-of-Use assets | $ | 11,218 | $ | 11,509 | ||||||||||||
Unamortized debt issuance costs | 3,458 | 3,798 | 1,591 | 2,094 | ||||||||||||
Investment in White Cap, LLC | 2,917 | 2,590 | 2,872 | 2,699 | ||||||||||||
Unamortized brokerage fee for Monza | 2,881 | 3,423 | 0 | 626 | ||||||||||||
Proportional consolidation of Monza's other assets (Note 4) | 4,222 | 5,308 | 4,073 | 1,782 | ||||||||||||
Derivative assets | 2,847 | 2,653 | ||||||||||||||
Appeal bond deposits | — | 6,925 | ||||||||||||||
Derivatives | 1,731 | 2,762 | ||||||||||||||
Other | 1,014 | 814 | 1,128 | 998 | ||||||||||||
Total other assets (long-term) | $ | 30,084 | $ | 33,447 | $ | 22,613 | $ | 22,470 |
Accrued Liabilities. The major categories are presented in the following table (in thousands):
March 31, 2021 | December 31, 2020 | |||||||
Accrued interest | $ | 25,420 | $ | 10,389 | ||||
Accrued salaries/payroll taxes/benefits | 3,902 | 4,009 | ||||||
Litigation accruals | 530 | 436 | ||||||
Lease liability | 484 | 394 | ||||||
Derivatives | 32,703 | 13,620 | ||||||
Other | 1,381 | 1,032 | ||||||
Total accrued liabilities | $ | 64,420 | $ | 29,880 |
March 31, 2020 | December 31, 2019 | |||||||
Accrued interest | $ | 24,497 | $ | 10,180 | ||||
Accrued salaries/payroll taxes/benefits | 2,715 | 2,377 | ||||||
Incentive compensation plans | 1,069 | 9,794 | ||||||
Litigation accruals | 3,673 | 3,673 | ||||||
Lease liability (Note 7) | 2,472 | 2,716 | ||||||
Derivatives - current | — | 1,785 | ||||||
Other | 2 | 371 | ||||||
Total accrued liabilities | $ | 34,428 | $ | 30,896 |
Other Liabilities (long-term). The major categories are presented in the following table (in thousands):
March 31, 2020 | December 31, 2019 | March 31, 2021 | December 31, 2020 | |||||||||||||
Dispute related to royalty deductions | $ | 4,687 | $ | 4,687 | $ | 5,247 | $ | 5,467 | ||||||||
Dispute related to royalty-in-kind | 250 | 250 | ||||||||||||||
Derivatives | 1,245 | — | 3,514 | 4,384 | ||||||||||||
Lease liability (Note 7) | 9,581 | 4,419 | ||||||||||||||
Lease liability | 11,257 | 11,360 | ||||||||||||||
Black Elk escrow | 11,103 | 11,103 | ||||||||||||||
Other | 701 | 632 | 659 | 624 | ||||||||||||
Total other liabilities (long-term) | $ | 16,464 | $ | 9,988 | $ | 31,780 | $ | 32,938 |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. | Long-Term Debt |
The components of our long-term debt are presented in the following table (in thousands):
March 31, 2020 | December 31, 2019 | March 31, 2021 | December 31, 2020 | |||||||||||||
Credit Agreement borrowings | $ | 80,000 | $ | 105,000 | $ | 48,000 | $ | 80,000 | ||||||||
Senior Second Lien Notes: | ||||||||||||||||
Principal | 597,525 | 625,000 | 552,460 | 552,460 | ||||||||||||
Unamortized debt issuance costs | (9,467 | ) | (10,467 | ) | (6,622 | ) | (7,174 | ) | ||||||||
Total Senior Second Lien Notes | 588,058 | 614,533 | 545,838 | 545,286 | ||||||||||||
Total long-term debt | $ | 668,058 | $ | 719,533 | ||||||||||||
Total long-term debt, net | $ | 593,838 | $ | 625,286 |
Credit Agreement
On October 18, 2018, we entered into the Sixth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), which matures on October 18, 2022.On January 6, 2021, we entered into a Waiver, Consent to Second Amendment to Intercreditor Agreement and Fifth Amendment to Sixth Amended and Restated Credit Agreement (the “Fifth Amendment”) which amended the Credit Agreement. The primary terms and covenants associated with the Credit Agreement as of March 31, 2021, as amended are as follows, with capitalized terms defined under the Credit Agreement:
As of March 31, 2020, the borrowing base was $250.0 million.
Letters of credit may be issued in amounts up to $30.0 million, provided sufficient availability under the Credit Agreement exists. As of March 31, 2020 and December 31, 2019, we had $5.8 million of letters of credit issued and outstanding under the Credit Agreement.
For the period ended March 31, 2020, the Leverage Ratio must not exceed 3.00 to 1.00.
For the period ended March 31, 2020, the Current Ratio must be maintained at greater than 1.00 to 1.00.
• | The borrowing base was $190.0 million. | |
• | Letters of credit may be issued in amounts up to $30.0 million, provided availability under the Credit Agreement exists. | |
• | From the period ended June 30, 2020 through the period ended December 31, 2021 (the "Waiver Period"), the Company is not required to comply with the Leverage Ratio covenant. The Leverage Ratio, as defined in the Credit Agreement, is limited to 3.00 to 1.00 for quarters ending March 31, 2022 and thereafter. | |
• | During the Waiver Period, the Company will be required to maintain a 2.00 to 1.00 ratio limit of first lien debt outstanding under the Credit Agreement on the last day of the most recent quarter to EBITDAX for the trailing four quarters. | |
• | The Current Ratio, as defined in the Credit Agreement, must be maintained at greater than 1.00 to 1.00. |
Availability under the Credit Agreement is subject to semi-annual redeterminations of our borrowing base and the next scheduled redetermination is in or around May and Novemberthe spring of each calendar year, and additional2021. Additional redeterminations may be requested at the discretion of either the lenders or the Company. The borrowing base is calculated by our lenders based on their evaluation of our proved reserves and their own internal criteria. Any redetermination by our lenders to change our borrowing base will result in a similar change in the availability under the Credit Agreement. See Note 12, Subsequent Events, for revisions to certain terms of the Credit Agreement, including the borrowing base, Leverage Ratio and collateral, resulting from the Spring 2020 semi-annual redetermination.
The Credit Agreement is collateralized by a first priority lien on properties constituting at least 85%90% of the total proved reserves of the Company as set forth on reserve reports required to be delivered under the Credit Agreement and certain personal property. As of March 31, 2021 and December 31, 2020, we had $4.4 million of letters of credit issued and outstanding under the Credit Agreement. The annualized interest rate on borrowings outstanding for the three months ended March 31, 2020 2021was 4.5%3.1%, whic which excludes debt issuance costs, commitment fees and other fees.
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9.75% Senior Second Lien Notes Due 2023
On October 18, 2018, we issued $625.0 million of 9.75% Senior Second Lien Notes due 2023 (the “Senior Second Lien Notes”), which were issued at par with an interest rate of 9.75% per annum and mature on November 1, 2023, and are governed under the terms of the Indenture of the Senior Second Lien Notes (the “Indenture”). The estimated annual effective interest rate on the Senior Second Lien Notes is 10.4% 9.2%, wwhichich includes amortization of debt issuance costs. Interest on the Senior Second Lien Notes is payable in arrears on May 1 and November 1 of each year.
During the three monthsyear ended MarchDecember 31, 2020, we acquired $27.5$72.5 million in principal of our outstanding Senior Second Lien Notes for $8.5$23.9 million and recorded a non-cash gain on purchase of debt of $18.5$47.5 million, which included a reduction of $0.4$1.1 million related to the write-off of unamortized debt issuance costs. The Company purchased additionalNo such transactions were completed during the three months ended March 31, 2021. As a result of these purchases, $552.5 million in principal amount of Senior Second Lien Notes subsequent to remains issued and outstanding as of March 31, 2020 (refer to Note 12, Subsequent Events).2021 and December 31, 2020.
The Senior Second Lien Notes are secured by a second-prioritysecond-priority lien on all of our assets that are secured under the Credit Agreement. The Senior Second Lien Notes contain covenants that limit or prohibit our ability and the ability of certain of our subsidiaries to: (i) make investments; (ii) incur additional indebtedness or issue certain types of preferred stock; (iii) create certain liens; (iv) sell assets; (v) enter into agreements that restrict dividends or other payments from the Company’s subsidiaries to the Company; (vi) consolidate, merge or transfer all or substantially all of the assets of the Company; (vii) engage in transactions with affiliates; (viii) pay dividends or make other distributions on capital stock or subordinated indebtedness; and (ix) create subsidiaries that would not be restricted by the covenants of the Indenture. These covenants are subject to exceptions and qualifications set forth in the Indenture. In addition, most of the above described covenants will terminate if both S&P Global Ratings, a division of S&P Global Inc., and Moody’s Investors Service, Inc. assign the Senior Second Lien Notes an investment grade rating and no default exists with respect to the Senior Second Lien Notes.
Covenants
As of March 31, 20202021 and for all prior measurement periods, we were in compliance with all applicable covenants of the Credit Agreement and the Indenture.
Fair Value Measurements
For information about fair value measurements of our long-term debt, refer to Note 3.
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. | Fair Value Measurements |
Derivative Financial Instruments
We measure the fair value of our open derivative financial instruments by applying the income approach, using models with inputs that are classified within Level 2 of the valuation hierarchy. The inputs used for the fair value measurement of our open derivative financial instruments are the exercise price, the expiration date, the settlement date, notional quantities, the implied volatility, the discount curve with spreads and published commodity future prices. Our open derivative financial instruments are reported in the Condensed Consolidated Balance Sheets using fair value. See Note 6, Derivative Financial Instruments, for additional information on our derivative financial instruments.
The following table presents the fair value of our open derivative financial instruments (in thousands):
March 31, 2020 | December 31, 2019 | March 31, 2021 | December 31, 2020 | |||||||||||||
Assets: | ||||||||||||||||
Derivatives instruments - open contracts, current | $ | 54,358 | $ | 6,921 | $ | 2,691 | $ | 2,705 | ||||||||
Derivatives instruments - open contracts, long-term | 2,847 | 2,653 | 1,731 | 2,762 | ||||||||||||
Liabilities: | ||||||||||||||||
Derivatives instruments - open contracts, current | — | 1,785 | 29,227 | 13,291 | ||||||||||||
Derivatives instruments - open contracts, long-term | 1,245 | — | 3,514 | 4,384 |
Long-Term Debt
We believe the carryingnet value of our debt under the Credit Agreement approximates fair value because the interest rates are variable and reflective of current market rates. The fair value of our Senior Second Lien Notes was measured using quoted prices, although the market is not a very active market. The fair value of our long-term debt was classified as Level 2 within the valuation hierarchy. See Note 2, Long-Term Debt for additional information on our long-term debt.
The following table presents the carryingnet value and fair value of our long-term debt (in thousands):
March 31, 2020 | December 31, 2019 | March 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | Net Value | Fair Value | Net Value | Fair Value | |||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Credit Agreement | $ | 80,000 | $ | 80,000 | $ | 105,000 | $ | 105,000 | $ | 48,000 | $ | 48,000 | $ | 80,000 | $ | 80,000 | ||||||||||||||||
Senior Second Lien Notes | 588,058 | 136,421 | 614,533 | 597,188 | 545,838 | 490,087 | 545,286 | 393,352 | ||||||||||||||||||||||||
Total | 593,838 | 538,087 | 625,286 | 473,352 |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. | Joint Venture Drilling Program |
In March 2018, W&T and two other initial members formed and initially funded Monza, which jointly participates with us in the exploration, drilling and development of certain drilling projects (the “Joint Venture Drilling Program”) in the Gulf of Mexico. Subsequent to the initial closing, additional investors joined as members of Monza during 2018 and total commitments by all members, including W&T's commitment to fund its retained interest in Monza projects held outside of Monza, are $361.4 million. Through March 31, 2020, nine wells have been completed. As of March 31, 2020, one additional well was drilled to target depth, but not completed as of this date. W&T contributed 88.94% of its working interest in certain identified undeveloped drilling projects to Monza and retained 11.06% of its working interest. The Joint Venture Drilling Program is structured so that we initially receive an aggregate of 30.0% of the revenues less expenses, through both our direct ownership of our retained working interest in the Monza projects and our indirect interest through our interest in Monza, for contributing 20.0% of the estimated total well costs plus associated leases and providing access to available infrastructure at agreed-upon rates. Any exceptions to this structure are approved by the Monza board. W&T is the operator for seven of the nine wells completed through March 31, 2020.
The members of Monza are made up of third-partythird-party investors, W&T and an entity owned and controlled by Mr. Tracy W. Krohn, our Chairman and Chief Executive Officer. The Krohn entity invested as a minority investor on the same terms and conditions as the third-partythird-party investors, and its investment is limited to 4.5% of total invested capital within Monza. The entity affiliated with Mr. Krohn has made a capital commitment to Monza of $14.5 million.
Monza is an entity separate from any other entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Monza’s assets prior to any value in Monza becoming available to holders of its equity. The assets of Monza are not available to pay creditors of the Company and its affiliates.
Through March 31, 2021, nine wells have been completed. In 2020,one well was drilled to target depth, which we expect to be completed in the second quarter of 2021. W&T is the operator for seven of the nine wells completed through March 31, 2021.
Through March 31, 2021, members of Monza made partner capital contributions,contributions, including our contributions of working interest in the drilling projects, to Monza totaling $289.3$302.4 million and received cash distributions totaling $45.9$71.5 million. Our net contribution to Monza, reduced by distributions received, as of March 31, 20202021 was $57.1$53.0 million. W&T is obligated to fund certain cost overruns to the extent they occur, subject to certain exceptions, for the Joint Venture Drilling Program wells above budgeted and contingency amounts, of which the total exposure cannot be estimated at this time.
Consolidation and Carrying Amounts
Our interest in Monza is considered to be a variable interest that we account for using proportional consolidation. Through March 31, 2020,2021, there have been no events or changes that would cause a redetermination of the variable interest status. We do not fully consolidate Monza because we are not considered the primary beneficiarybeneficiary of Monza. As of March 31, 2020,2021, in the Condensed Consolidated Balance Sheet, we recorded $15.1$8.0 million, net, in Oil and natural gas properties and other, net $4.2, $4.1 million in Other assets $0.1, $0.2 million in AROAsset Retirement Obligations ("ARO") and $2.4$1.6 million, net, increase in working capital in connection with our proportional interest in Monza’s assets and liabilities. As of December 31, 2019,2020, in the Condensed Consolidated Balance Sheet, we recorded $16.1$9.9 million, net, in Oil and natural gas properties and other, net $5.3, $1.8 million in Other assets $0.1, $0.2 million in ARO and $2.7$1.3 million, net, increase in working capital in connection with our proportional interest in Monza’s assets and liabilities. Additionally, during the three months ended March 31, 20202021 and during the year ended December 31, 2019,2020, we called on Monza to provide cash to fund its portion of certain Joint Venture Drilling Program projects in advance of capital expenditure spending, and the unused balances as of March 31, 20202021 and December 31, 20192020 were $18.3$6.3 million and $5.3$7.3 million, respectively, which are included in the Condensed Consolidated Balance Sheet in Advances from joint interest partners.partners. For the three months ended March 31, 2020,2021, in the Condensed Consolidated Statement of Operations, we recorded $3.3$2.5 million in Total revenues and $3.1$3.4 million in Operating costs and expenses in connection with our proportional interest in Monza’s operations. For the three monthsyear ended MarchDecember 31, 2019,2020, in the Condensed Consolidated Statement of Operations, we recorded $1.6$8.4 million in Total revenues and, $0.9$12.1 million in Operating costs and expenses in connection with our proportional interest in Monza’s operations.
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. | Asset Retirement Obligations |
Our asset retirement obligations (“ARO”)ARO represent the estimated present value of the amount incurred to plug, abandon and remediate our properties at the end of their productive lives.
A summary of the changes to our ARO is as follows (in thousands):
Balances, December 31, 2019 | $ | 355,594 | ||||||
Balances, December 31, 2020 | $ | 392,704 | ||||||
Liabilities settled | (249 | ) | (962 | ) | ||||
Accretion of discount | 5,716 | 5,868 | ||||||
Liabilities incurred, including acquisitions | 2,704 | |||||||
Revisions of estimated liabilities | 335 | 1,287 | ||||||
Balances, March 31, 2020 | 364,100 | |||||||
Balances, March 31, 2021 | 398,897 | |||||||
Less current portion | 2,803 | 26,402 | ||||||
Long-term | $ | 361,297 | $ | 372,495 |
6. | Derivative Financial Instruments |
Our market risk exposure relates primarily to commodity prices and, from time to time, we use various derivative instruments to manage our exposure to this commodity price risk from sales of our crude oil and natural gas. All of the present derivative counterparties are also lenders or affiliates of lenders participating in our Credit Agreement. We are exposed to credit loss in the event of nonperformance by the derivative counterparties; however, we currently anticipate that each of our derivative counterparties will be able to fulfill their contractual obligations. We are not required to provide additional collateral to the derivative counterparties and we do not require collateral from our derivative counterparties.
We have elected not to designate our commodity derivative contracts as hedging instruments; therefore, all current period changes in the fair value of derivative contracts wereare recognized currently in earnings during the periods presented. The cash flows of all of our commodity derivative contracts are included in Net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.
We entered into commodity contracts for crude oil and natural gas which related to a portion of our expected future production. The crude oil contracts are based on West Texas Intermediate (“WTI”) crude oil prices and the natural gas contracts are based off the Henry Hub prices, both of which are quoted off the New York Mercantile Exchange (“NYMEX”). The open contracts as of March 31, 20202021 are presented in the following tables:
Crude Oil: Open Swap Contracts, Priced off WTI (NYMEX) | ||||||
Period | Notional Quantity (Bbls/day) (1) | Notional Quantity | Weighted Average Strike Price | |||
Apr 2020 - May 2020 | 10,000 | 610,000 | $ 60.92 |
Crude Oil: Open Swap Contracts - Priced off WTI (NYMEX) | ||||||||||||
Period | Average Notional Quantity (Bbls/day) (1) | Notional Quantity (Bbls) (1) | Weighted Strike Price | |||||||||
Apr 2021 - Dec 2021 | 4,000 | 1,100,000 | $ | 42.06 | ||||||||
Jan 2022 - Feb 2022 | 3,000 | 177,000 | $ | 42.98 | ||||||||
Mar 2022 - May 2022 | 2,044 | 188,006 | $ | 42.33 | ||||||||
Mar 2022 - Sept 2022 | 1,615 | 345,638 | $ | 54.53 |
Crude Oil: Open Call Contracts - Bought, Priced off WTI (NYMEX) | ||||||
Period | Notional Quantity (Bbls/day) (1) | Notional Quantity | Strike Price | |||
Apr 2020 - May 2020 | 10,000 | 610,000 | $ 61.00 | |||
June 2020 - Dec. 2020 | 10,000 | 2,140,000 | $ 67.50 |
|
|
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Crude Oil: Open Collar Contracts - Priced off WTI (NYMEX) | ||||||||||||||||
Period | Average Notional Quantity (Bbls/day) (1) | Notional Quantity (Bbls) (1) | Put Option Weighted Strike Price (Bought) | Call Option Weighted Strike Price (Sold) | ||||||||||||
Apr 2021 - Dec 2021 | 200 | 55,000 | $ | 40.00 | $ | 54.90 | ||||||||||
Apr 2021 - Feb 2022 | 2,273 | 759,237 | $ | 38.50 | $ | 56.65 | ||||||||||
Mar 2022 - May 2022 | 2,000 | 184,000 | $ | 35.00 | $ | 48.50 | ||||||||||
Mar 2022 - Sept 2022 | 1,615 | 345,638 | $ | 45.00 | $ | 62.50 |
(1) | Bbls = Barrels |
Natural Gas: Open Swap Contracts, Bought, Priced off Henry Hub (NYMEX) | ||||||||||||
Period | Average Notional Quantity (MMBtu/day) (2) | Notional Quantity (MMBtu) (2) | Strike Price | |||||||||
Apr 2021 - Dec 2021 | 10,000 | 2,750,000 | $ | 2.62 | ||||||||
Jan 2022 | 20,000 | 620,000 | $ | 2.79 | ||||||||
Feb 2022 | 30,000 | 840,000 | $ | 2.79 | ||||||||
Mar 2022 - May 2022 | 10,544 | 970,075 | $ | 2.69 | ||||||||
Mar 2022 - Sept 2022 | 10,628 | 2,274,311 | $ | 2.44 |
|
Natural Gas: Open Call Contracts, Bought, Priced off Henry Hub (NYMEX) | ||||||||||||
Period | Average Notional Quantity (MMBtu/day) (2) | Notional Quantity (MMBtu) (2) | Strike Price | |||||||||
Nov 2020 - Dec. 2022 | 40,000 | 25,600,000 | $ | 3.00 |
Natural Gas: Open Collar Contracts, Priced off Henry Hub (NYMEX) | ||||||||||||||||
Period | Average Notional Quantity (MMBtu/day) (2) | Notional Quantity (MMBtu) (2) | Put Option Weighted Strike Price (Bought) | Call Option Weighted Strike Price (Sold) | ||||||||||||
Apr 2021 - Dec 2021 | 30,000 | 8,250,000 | $ | 2.18 | $ | 3.00 | ||||||||||
Apr 2021 - Dec. 2022 | 40,000 | 25,600,000 | $ | 1.83 | $ | 3.00 | ||||||||||
Jan 2022 - Feb 2022 | 30,000 | 1,770,000 | $ | 2.20 | $ | 4.50 | ||||||||||
Mar 2022 - May 2022 | 10,000 | 920,000 | $ | 2.25 | $ | 3.40 |
|
(2) | MMBtu = Million British Thermal Units |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Crude Oil: Open Collar Contracts - Priced off WTI (NYMEX) | ||||||||
Period | Notional Quantity (Bbls/day) (1) | Notional Quantity | Put Option | Call Option | ||||
June 2020 - Dec. 2020 | 10,000 | 2,140,000 | $ 45.00 | $ 63.51 |
Natural Gas: Open Collar Contracts, Priced off Henry Hub (NYMEX) | ||||||||
Period | Notional Quantity (MMBtu/day) (2) | Notional Quantity (MMBtu) (2) | Put Option Strike Price (Bought) | Call Option Strike Price (Sold) | ||||
May 2020 - Dec. 2022 | 40,000 | 39,000,000 | $ 1.83 | $ 3.00 |
Natural Gas: Open Call Contracts, Bought, Priced off Henry Hub (NYMEX) | ||||||
Period | Notional Quantity (MMBtu/day) (2) | Notional Quantity (MMBtu) (2) | Strike Price | |||
May 2020 - Dec. 2022 | 40,000 | 39,000,000 | $ 3.00 |
|
|
The following amounts were recorded in the Condensed Consolidated Balance Sheets in the categories presented and include the fair value of open contracts, and closed contracts which had not yet settled (in thousands):
March 31, | December 31, | ||
2020 | 2019 | ||
Prepaid expenses and other assets | $ 64,039 | $ 7,266 | |
Other assets (long-term) | 2,847 | 2,653 | |
Accrued liabilities | — | 1,785 | |
Other liabilities (long-term) | 1,245 | — |
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Prepaid expenses and other assets | $ | 2,701 | $ | 2,752 | ||||
Other assets (long-term) | 1,731 | 2,762 | ||||||
Accrued liabilities | 32,703 | 13,620 | ||||||
Other liabilities (long-term) | 3,514 | 4,384 |
The amounts recorded on the Condensed Consolidated Balance Sheets are on a gross basis. If these were recorded on a net settlement basis, it would not have resulted in any material differences in reported amounts.
Changes in the fair value and settlements of contracts are recorded on the Condensed Consolidated Statements of Operations as Derivative loss (gain). The impact of our commodity derivative contracts has on the condensed consolidated Statements of Operations were as follows (in thousands):
Three Months Ended March 31, | |||
2020 | 2019 | ||
Derivative (gain) loss | $ (61,912) | $ 48,886 |
W&T OFFSHORE, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Realized loss (gain) | $ | 8,244 | $ | (9,392 | ) | |||
Unrealized loss (gain) | 16,334 | (52,520 | ) | |||||
Derivative loss (gain) | $ | 24,578 | $ | (61,912 | ) |
Cash receipts on commodity derivative contract settlements, net, are included within Net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows and were as follows (in thousands):
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Cash receipts on derivative settlements, net | $ | 4,404 | $ | 11,948 |
|
|
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Derivative cash (payments) receipts, net | $ | (4,604 | ) | $ | 4,404 |
Our contract arrangements accounted for under the applicable GAAP for lease contracts consist of office leases, a land lease and various pipeline right-of-way contracts. For these contracts, a right-of-use ("ROU") asset and lease liability was established based on our assumptions of the term, inflation rates and incremental borrowing rates.
During the three months ended March 31, 2020, we terminated the existing office lease and executed a new lease on separate office space. The remaining term of the current office lease extends to December 2020. The term of the new office lease extends to February 2032. When calculating the ROU asset and lease liability at the commencement of the new office lease, we have reduced future cash outflows by the lease incentive to be received.
The term of each pipeline right-of-way contract is 10 years with various effective dates, and each has an option to renew for up to another ten years. It is expected renewals beyond 10 years can be obtained as renewals were granted to the previous lessees. The land lease has an option to renew every five years extending to 2085. The expected term of the rights-of way and land leases was estimated to approximate the life of the related reserves.
We recorded ROU assets and lease liabilities using a discount rate of 9.75% for the office leases and 10.75% for the other leases due to their longer expected term.
Amounts related to leases recorded within our Condensed Consolidated Balance Sheet are as follows (in thousands):
March 31, 2020 | December 31, 2019 | |||||||
ROU assets | $ | 12,745 | $ | 7,936 | ||||
Lease liability: | ||||||||
Accrued liabilities | $ | 2,472 | $ | 2,716 | ||||
Other liabilities | 9,581 | 4,419 | ||||||
Total lease liability | $ | 12,053 | $ | 7,135 |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Share-Based |
Awards to Employees. In 2010, theThe W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan (as amended from time to time, the “Plan”) was approved by our shareholders. During 2019, 2018shareholders in 2010. There were no RSUs granted during three months ended March 31, 2021 and 2017, the Companynone were granted restricted stock units (“RSUs”) under the Plan to certain of its employees.in 2020. RSUs are a long-term compensation component, and are subject to satisfaction of certain predetermined performance criteria and adjustments at the end of the applicable performance period based on the results achieved. In addition to share-based awards, the Company may grant to its employees cash-based incentive awards under the Plan, which may be used as short-term and long-term compensation components of the awards, and are subject to satisfaction of certain predetermined performance criteria.
As of March 31, 2020,2021, there were 10,874,04310,347,591 shares of common stock available for issuance in satisfaction of awards under the Plan. The shares available for issuance are reduced on a one-for-oneone-for-one basis when RSUs are settled in shares of common stock, which shares of common stock are issued net of withholding tax through the withholding of shares. The Company has the option following vesting to settle RSUs in stock or cash, or a combination of stock and cash. The Company expects to settle RSUs that vest in the future using shares of common stock.
RSUs currently outstanding relate to the 2019 and 2018 grants. The 2019 and 2018 grants were subject to predetermined performance criteria applied against the applicable performance period. All the RSUs currently outstanding are subject to employment-based criteria and vesting generally occurs in December of the second year after the grant. SeeSubject to the table below for anticipated vesting by year.satisfaction of the service conditions, the outstanding RSUs issued to the eligible employees as of March 31, 2021, are eligible to vest in 2021.
We recognize compensation cost for share-based payments to employees over the period during which the recipient is required to provide service in exchange for the award. Compensation cost is based on the fair value of the equity instrument on the date of grant. The fair values for the RSUs granted during 2019, 2018 and 2017 were determined using the Company’s closing price on the grant date. We also estimate forfeitures, resulting in the recognition of compensation cost only for those awards that are expected to actually vest.
All RSUs awarded are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restricted period.
A summary of activity related to RSUs during the three months ended March 31, 20202021 is as follows:
Restricted Stock Units | ||||||||
Weighted Average | ||||||||
Grant Date Fair | ||||||||
Units | Value Per Unit | |||||||
Nonvested, December 31, 2019 | 1,614,722 | $5.73 | ||||||
Forfeited | (22,645 | ) | 6.37 | |||||
Nonvested, March 31, 2020 | 1,592,077 | 5.72 |
Restricted Stock Units | ||||||||
Weighted Average | ||||||||
Grant Date Fair | ||||||||
Units | Value Per Unit | |||||||
Nonvested, December 31, 2020 | 763,688 | $ | 4.51 | |||||
Forfeited | (19,880 | ) | 4.51 | |||||
Nonvested, March 31, 2021 | 743,808 | 4.51 |
For the outstanding RSUs issued to the eligible employees as of March 31, 2020, vesting is expected to occur as follows (subject to forfeitures):
Restricted Stock Units | ||||
2020 | 803,995 | |||
2021 | 788,082 | |||
Total | 1,592,077 |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Awards to Non-Employee Directors. Under the W&T Offshore, Inc. 2004 Directors Compensation Plan (as amended from time to time, the “Director Compensation Plan”), shares of restricted stock (“Restricted Shares”) have been granted to the Company’s non-employee directors. Grants to non-employee directors were made during 2019, 20182020, and 2017.0 grants were made during the three months ended March 31, 2021. During the second quarter of 2020, our shareholders approved increasing the shares available under the Director Compensation Plan by 500,000 shares. As of March 31, 2020,2021, there were 82,620 473,244 shares of common stockstock available for issuance in satisfaction of awards under the Director Compensation Plan. During the second quarter of 2020, our shareholders approved increasing the shares available by 500,000 shares. During the second quarter of 2020, 109,376 Restricted Shares were granted to non-employee directors. The shares available are reduced on a one-to-oneone-to-one basis when Restricted Shares are granted.
We recognize compensation cost for share-based payments to non-employee directors over the period during which the recipient is required to provide service in exchange for the award. Compensation cost is based on the fair value of the equity instrument on the date of grant. The fair values for the Restricted Shares granted were determined using the Company’s closing price on the grant date. NoNaN forfeitures were estimated for the non-employee directors’ awards.
The Restricted Shares are subject to service conditions and vesting occurs at the end of specified service periods unless otherwise approved by the Board of Directors. Restricted Shares cannot be sold, transferred or disposed of during the restricted period. The holders of Restricted Shares generally have the same rights as a shareholder of the Company with respect to such Restricted Shares, including the right to vote and receive dividends or other distributions paid with respect to the Restricted Shares.
There was no activity related to Restricted Shares during the three months ended March 31, 2020.2021.
For the outstanding Restricted Shares issued to the non-employee directors as of March 31, 2020,2021, vesting is expected to occur as follows (subject to any forfeitures):
Restricted Shares | ||||
2020 | 78,424 | |||
2021 | 29,300 | |||
2022 | 15,456 | |||
Total | 123,180 |
Restricted Shares | |||
2021 | 138,676 | ||
2022 | 15,452 | ||
Total | 154,128 |
Share-Based Compensation. Share-based compensation expense is recorded in the line General and administrative expenses in the Condensed Consolidated Statements of Operations. NaN share-based awards have been granted to date in 2021 under the Plan, and therefore, share-based compensation expense recorded during the three months ended March 31, 2021 related to prior periods' grants. The tax benefit related to compensation expense recognized under share-based payment arrangements was not meaningful and was minimal due to our income tax situation. A summary of incentive compensation expense under share-based payment arrangements is as follows (in thousands):
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Share-based compensation expense from: | ||||||||
Restricted stock units | $ | 338 | $ | 978 | ||||
Restricted Shares | 116 | 70 | ||||||
Total | $ | 454 | $ | 1,048 |
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Share-based compensation expense from: | ||||||||
Restricted stock units (1) | $ | 978 | $ | (148 | ) | |||
Restricted Shares | 70 | 70 | ||||||
Total | $ | 1,048 | $ | (78 | ) |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
Unrecognized Share-Based Compensation. As of March 31, 2020,2021, unrecognized share-based compensation expense related to our awards of RSUs and Restricted Shares was $4.0was $0.9 million and $0.4 $0.1 million, respectively. Unrecognized share-based compensation expense will be recognized through November 2021 for RSUs and April 2022 for Restricted Shares.
W&T OFFSHORE, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)
Cash-Based Incentive Compensation. In addition to share-based compensation, short-term, cash-based incentive awards were granted under the Plan to substantially all eligible employees in 20192019.No cash-based incentive awards were granted in 2020, and 2018.therefore, 0 cash-based incentive compensation expense for 2020 was recorded. The short-term, cash-based incentive awards, which are generally a short-term component of the Plan, are typically performance-based awards consisting of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria. In addition, thesethe 2019 cash-based incentive awards included an additional financial condition requiring Adjusted EBITDA less reported Interest Expense Incurred (terms as defined in the awards) for any fiscal quarter plus the three preceding quarters to exceed defined levels measured over defined time periods for each cash-based incentive award. During 2018, long-term,On February 15, 2021, the Company received approval from the Compensation Committee of the Board of Directors for the payment of a discretionary cash awards were grantedbonus up to certain employeesthe amount of $7.6 million, subject to pre-defined performanceemployment-based criteria. The Compensation Committee has not yet made any other decisions regarding the potential awarding of incentive compensation under the Plan in 2021. Expense is recognized over the service period once the business criteria, individual performance criteria and financial condition are met.
For the 2019 cash-based awards, a portion of the business criteria and individual performance criteria were achieved. The financial condition requirement of Adjusted EBITDA less reported Interest Expense Incurred exceeding $200 million over four consecutive quarters was achieved; therefore, incentive compensation expense was recognized over the January 2019 to February 2020 period (the service period of the award). Payments were made in March 2020 and are subject to all the terms of the 2019 Annual Incentive Award Agreement.
In 2018, the Company, as part of its long-term incentive program, granted cash awards to certain employees that will vest over a three-year service period.
For the 2018 long-term, cash-based awards, incentive compensation expense was determined based on the Company achieving certain performance metrics for 2018 and is being recognized over the September 2018 to November 2020 period (the service period of the award). The 2018 long-term, cash-based awards will be eligible for payment on December 14, 2020 subject to participants meeting certain employment-based criteria.
For the 2018 short-term, cash-based awards, incentive compensation expense was determined based on the Company achieving certain performance metrics for 2018 combined with individual performance criteria for 2018 and was recognized over the January 2018 to February 2019 period. The 2018 short-term, cash-based awards were paid during March 2019.
• | The 2021 discretionary bonus award is payable in equal installments on March 15, 2021 and April 15, 2021, to substantially all employees subject to employment on those dates. Incentive compensation expense of $3.5 million was recognized during the three months ended March 31, 2021 related to the awards. | |
| • | For the 2019 cash-based awards, a portion of the business criteria and individual performance criteria were achieved. The financial condition requirement of Adjusted EBITDA less reported Interest Expense Incurred exceeding $200 million over four consecutive quarters was achieved; therefore, incentive compensation expense was recognized over the January 2019 to February 2020 period (the service period of the award). Payments were made in March 2020 and are subject to all the terms of the 2019 Annual Incentive Award Agreement. |
A summary of compensation expense related to share-based awards and cash-based awards is as follows (in thousands):
Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||
Share-based compensation included in: | ||||||||||||||||
General and administrative expenses | $ | 1,048 | $ | (78 | ) | $ | 454 | $ | 1,048 | |||||||
Cash-based incentive compensation included in: | ||||||||||||||||
Lease operating expense (1) | 849 | (123 | ) | 839 | 849 | |||||||||||
General and administrative expenses (1) | 3,631 | 2,095 | 2,682 | 3,631 | ||||||||||||
Total charged to operating income | $ | 5,528 | $ | 1,894 | $ | 3,975 | $ | 5,528 |
(1) | Includes adjustments of accruals to actual payments. |
|
|
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Income Taxes |
Tax (Benefit) Expenseand Tax Rate. Income tax (benefit) expense for the three months ended March 31, 2020 2021 and 20192020 was $6.5$(0.2) million and $0.2$6.5 million, respectively. For the three months ended March 31, 2021, our effective tax rate differed from the statutory Federal tax rate primarily by the impact of state income taxes. For the three months ended March 31, 2020, our effective tax rate primarily differed from the statutory Federal tax rate for adjustments recorded related to the enactment of the Coronavirus Aid, Relief and Economic SecurityCARES Act (“CARES Act”) on March 27, 2020. The CARES Act modified certain income tax statutes, including changes related to the business interest expense limitation under Code Section 163(j)163(j). For the three months ended March 31, 2019, immaterial deferred income tax expense was recorded due to dollar-for-dollar offsets by our valuation allowance. Our effective tax rate was 21.4% for the three months ended March 31, 2021 and 9.0% for the three months ended March 31, 2020 and was not meaningful for the three months ended March 31, 2019. 2020.
Valuation Allowance.Deferred tax assets are recorded related to net operating losses and temporary differences between the book and tax basis of assets and liabilities expected to produce tax deductions in future periods. The realization of these assets depends on recognition of sufficient future taxable income in specific tax jurisdictions in which those temporary differences or net operating losses are deductible. In assessing the need for a valuation allowance on our deferred tax assets, we consider whether it is more likely than not that some portion or all of them will not be realized.
As of March 31, 2020 2021 and December 31, 2019, 2020, our valuation allowance was $47.8$22.0 million and $54.4$22.4 million, respectively, and relates primarily to state net operating losses and the disallowed interest expense limitation carryover.
Income Taxes Receivable. Receivable, Refunds and Payments.As of March 31, 2021 and December 31, 2020, we did not have any outstanding current income taxes receivable.As of March 31, 2020, and December 31, 2019, we had current income taxes receivable of $1.9 million, which relateswas received during the quarter ended June 30,2020. The refund related primarily to a net operating loss (“NOL”) carryback claim for 2017 that was carried back to prior years.
During the three months ended March 31, 2020 2021 and 2019,2020, we did not receive any income tax claimsrefunds or make any income tax payments of significance.
The tax years 20162017 through 20192020 remain open to examination by the tax jurisdictions to which we are subject.
| Earnings Per Share |
The following table presents the calculation of basic and diluted (loss) earnings (loss) per common share (in thousands, except per share amounts):
Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||
Net income (loss) | $ | 65,980 | $ | (47,761 | ) | |||||||||||
Net (loss) income | $ | (746 | ) | $ | 65,980 | |||||||||||
Less portion allocated to nonvested shares | 791 | — | 0 | 791 | ||||||||||||
Net income (loss) allocated to common shares | $ | 65,189 | $ | (47,761 | ) | |||||||||||
Net (loss) income allocated to common shares | $ | (746 | ) | $ | 65,189 | |||||||||||
Weighted average common shares outstanding | 141,546 | 140,462 | 142,151 | 141,546 | ||||||||||||
Basic and diluted earnings (loss) per common share | $ | 0.46 | $ | (0.34 | ) | |||||||||||
Basic and diluted (loss) earnings per common share | $ | (0.01 | ) | $ | 0.46 | |||||||||||
Shares excluded due to being anti-dilutive (weighted-average) | — | 3,342 | 0 | 0 |
W&T OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Contingencies |
Appeal with the Office of Natural Resources Revenue (“ONRR”). In 2009, we recognized allowable reductions of cash payments for royalties owed to the ONRR for transportation of their deepwater production through our subsea pipeline systems. In 2010, the ONRR audited our calculations and support related to this usage fee, and in 2010, we were notified that the ONRR had disallowed approximately $4.7 million of the reductions taken. We recorded a reduction to other revenue in 2010 to reflect this disallowance with the offset to a liability reserve; however, we disagree with the position taken by the ONRR. We filed an appeal with the ONRR, which was denied in May 2014. On June 17, 2014, we filed an appeal with the IBLA under the Department of the Interior. On January 27, 2017, the IBLA affirmed the decision of the ONRR requiring W&Tultimately led to pay approximately $4.7 million in additional royalties. We filed a motion for reconsideration of the IBLA decision on March 27, 2017. Based on a statutory deadline, we filed an appeal of the IBLA decision on July 25, 2017 in the U.S. District Court for the Eastern District of Louisiana. We were required to postour posting a bond in the amount of $7.2 million and cash collateral of $6.9 million with the surety in order to appeal the IBLA decision, of which the cash collateral held by the surety was subsequently returned during the first quarter of 2020. On December 4, 2018,2020. We have continued to pursue our legal rights and, at present, the IBLA denied our motioncase is in front of the U.S. District Court for reconsideration. On February 4, 2019, wethe Eastern District of Louisiana where both parties have filed our first amended complaint,cross-motions for summary judgment and opposition briefs. W&T has filed a Reply in support of its Motion for Summary Judgment and the government has in turn filed its AnswerReply brief. With briefing now completed, we are waiting for the district court’s ruling on the merits. In compliance with the ONRR’s request for W&T to periodically increase the surety posted in the Administrative Record. On July 9, 2019, we filed an Objectionappeal to cover pre-and post judgement interest, the Administrative Record and Motion to Supplementpenal sum of the Administrative Record, asking the court to order the government to file a complete privilege log with the record. Following a hearing on July 31, 2019, the Court ordered the government to file a complete privilege log. In an Order dated December 18, 2019, the court ordered the government to produce certain contracts subject to a protective order and to produce the remaining documents in dispute to the court for in camera review. Following in camera review, the Court upheld the government’s assertion of privilege, and the parties are proceeding with drafting Cross-Motions for Summary Judgment, which will be the basis for the court’s ruling. We anticipate that briefing will be complete in the Fall of 2020.
bond posted is currently $8.2 million.
Royalties – “Unbundling” Initiative. TheIn 2016, the ONRR has publicly announced an “unbundling” initiative to revise the methodology employed by producers in determining the appropriate allowances for transportation and processing costs that are permitted to be deducted in determining royalties under Federal oil and gas leases. The ONRR’s initiative requires re-computing allowable transportation and processing costs using revised guidance from the ONRR going back 84 months for every gas processing plant that processed our gas. In the second quarter of 2015, pursuant to the initiative, we received requests from the ONRR for additional data regarding our transportation and processing allowances on natural gas production related to a specific processing plant. We also received a preliminary determination notice from the ONRR asserting that our allocation of certain processing costs and plant fuel use at another processing plant was not allowed as deductions in the determination of royalties owed under Federal oil and gas leases. We have submitted revised calculations covering certain plants and time periods to the ONRR. As of the filing date of this Form 10-Q,10-Q, we have not received a response from the ONRR related to our submissions. These open ONRR unbundling reviews, and any further similar reviews, could ultimately result in an order for payment of additional royalties under our Federal oil and gas leases for current and prior periods. While the amounts paid for the three months ended March 31, 2020 2021 and 20192020 were immaterial, we are not able to determine the range of any additional royalties or, if and when assessed, whether such amounts would be material.
Notices of Proposed Civil Penalty Assessment. During the three months ended March 31, 2020 and 2019, In January 2021, we did not pay any civil penalties toexecuted a Settlement Agreement with the Bureau of Safety and Environmental Enforcement ("BSEE"(“BSEE”) relatedwhich resolved nine pending civil penalties issued by BSEE. The civil penalties pertained to Incidents of Noncompliance (“INCs”) at various offshore locations. We currently have nine open civil penalties issued by the BSEE from INCs, which have not been settled as of the filing date of this Form 10-Q. The INCs underlying these open civil penalties cite allegedalleging regulatory non-compliance with various safety-related requirements and procedures occurring at separate offshore locations on various dates ranging from between July 2012 to and January 2018. The proposed civil penalties for these INCs total $7.7 million. As of March 31, 2020 and December 31, 2019, we have accrued approximately $3.5 million, which is our best estimate of the final settlements once all appeals have been exhausted. Our position is that2018, with the proposed civil penalty amounts totaling $7.7 million. Under the Settlement Agreement, W&T will pay a total of $720,000 in three annual installments. The first installment was paid in March 2021. In addition, W&T committed to implement a Safety Improvement Plan with various deliverables due over a period ending in 2022. During the three months ended March 31, 2021, we did not pay any civil penalties are excessive given the specific facts and circumstancesto BSEE related to thesenewly issued INCs. We are exploring the possibility of settling these civil penalties with the BSEE.
Other Claims. We are a party to various pending or threatened claims and complaints seeking damages or other remedies concerning our commercial operations and other matters in the ordinary course of our business. In addition, claims or contingencies may arise related to matters occurring prior to our acquisition of properties or related to matters occurring subsequent to our sale of properties. In certain cases, we have indemnified the sellers of properties we have acquired, and in other cases, we have indemnified the buyers of properties we have sold. We are also subject to federal and state administrative proceedings conducted in the ordinary course of business including matters related to alleged royalty underpayments on certain federal-owned properties. Although we can give no assurance about the outcome of pending legal and federal or state administrative proceedings and the effect such an outcome may have on us, we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.
W&T OFFSHORE, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)
|
|
COVID-19 Impacts on Economic Environment.On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of COVID-19 and the risks to the international community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 as a pandemic based on the rapid increase in exposure globally.
The COVID-19 pandemic has significantly impacted the global crude oil supply-demand balance causing a substantial decrease in crude oil prices and increasing the volatility of the market. Domestic natural gas prices have remained relatively stable and have experienced less volatility. This economic environment has caused oil and gas operators to reduce their capital expenditure budgets, reduce activity and shut-in significant production. The full impact of the COVID-19 pandemic and the volatility in crude oil prices continue to evolve as of the date of this Quarterly Report. However, the scope and length of this economic downturn and the ultimate effect on the prices of crude oil and natural gas cannot be determined and we could be adversely affected in future periods.
We are actively monitoring the impact on our results of operations, financial position, and liquidity for the remainder of 2020. In response to the market changes, we have reduced our capital expenditure budget for the remainder of 2020, experienced production shut-ins from non-operated oil and gas properties and shut-in a limited number of our operated oil and gas properties
Purchase of Senior Second Lien Notes. During the second quarter of 2020, approximately $45.1 million of Senior Second Lien Notes were purchased in the open market for approximately $15.4 million.
Paycheck Protection Program (“PPP”). On April 15, 2020, the Company received $8.4 million under the U.S. Small Business Administration (“SBA”) PPP. The Company expects that it will not be required to repay any of the funds received; however, we can give no assurances on the outcome of the SBA’s decision on the matter. Should the Company be required to repay all or a portion of the funds received under the PPP (the PPP “Loan”), the Loan would mature on April 10, 2025 and accrue interest at 1%.
Spring 2020 Borrowing Base Redetermination. On June 17, 2020,the lenders under the Credit Agreement completed their semi-annual borrowing base redetermination and entered into the Third Amendment and Waiver (the “Third Amendment”) to the Credit Agreement. Although the Company had not violated any covenants, the Third Amendment provides less stringent covenant requirements given the recent changes in the oil and gas markets. The Third Amendment includes the following changes, among other things, to the Credit Agreement:
The borrowing base under the Credit Agreement was reduced from $250.0 million to $215.0 million.
Increase the interest rate margin by 25 basis points.
Amend the financial covenants as follows:
From the period ended June 30, 2020 through the period ended December 31, 2021 (the "Waiver Period"), the Company will not be required to comply with the Leverage Ratio covenant.
During the Waiver Period, the Company will be required to maintain a 2.00 to 1.00 ratio limit of first lien debt outstanding under the Credit Agreement on the last day of the most recent quarter to EBITDAX for the trailing four quarters.
Increase the requirement to provide first priority liens on properties constituting at least 85% of total proved reserves of the Company as set forth on reserve reports required to be delivered under the Credit Agreement to 90%.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion and analysis should be read in conjunction with our accompanying unaudited condensed consolidated financial statements and the notes to those financial statements included in Item 1 of this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements involve risks, uncertainties and assumptions. If the risks or uncertainties materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, such as those statements that address activities, events or developments that we expect, believe or anticipate will or may occur in the future. These statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, estimates, expected future developments and other factors we believe are appropriate in the circumstances. Known material risks that may affect our financial condition and results of operations are discussed in Item 1A, Risk Factors, and market risks are discussed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 20192020 and this Quarterly Report on Form 10-Q, Part II, Item 1A, Risk Factors, and may be discussed or updated from time to time in subsequent reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We assume no obligation, nor do we intend to update these forward-looking statements. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “W&T,” “we,” “us,” “our” and the “Company” refer to W&T Offshore, Inc. and its consolidated subsidiaries.
Overview
We are an independent oil and natural gas producer, active in the exploration, development and acquisition of oil and natural gas properties in the Gulf of Mexico. As of March 2021, we hold working interests in 42 offshore fields in federal and state waters (40 producing and 2 fields capable of producing, with 34 fields in federal waters and 8 in state waters). We currently have under lease approximately 815,000709,000 gross acres (550,000(503,000 net acres) spanning across the OCSouter continental shelf ("OCS") off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 595,000500,000 gross acres on the conventional shelf and approximately 220,000209,000 gross acres in the deepwater. A majority of our daily production is derived from wells we operate. Our interest in fields, leases, structures and equipment are primarily owned by W&T Offshore, Inc. and our wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited liability company and through our proportionately consolidated interest in Monza, as described in more detail in Financial Statements and Supplementary Data – Note 4 – Joint Venture Drilling Program under Part I, Item 1 in this Form 10-Q.
Recent Events
Due to circumstancesReduced economic activity related to the outbreak ofongoing COVID-19 various measurespandemic has caused changes in energy demand and supply over the past year and will continue to affect these patterns in the future. As COVID-19 vaccines have been taken by federal, state and local governments to reduce the rate of spread of COVID-19. These measures and other factors have resulted in a decrease of generalmore widely distributed, global economic activity is improving and a corresponding decreasecommodity prices are currently at pre-pandemic levels. However, the energy markets remain subject to heightened levels of uncertainty as responses to COVID-19 and COVID-19 variants continue to evolve. We will continue to monitor the effects of the pandemic on the energy markets in global and domestic energy demand impacting commodity pricing. In addition, actionsthe future.
Under the Consolidated Appropriations Act, 2021 passed by the Organization of Petroleum Exporting CountriesUnited States Congress and other high oil exporting countries like Russia (“OPEC+”) have negatively impacted crude oil prices. These rapid and unprecedented events have pushed crude oil storage near capacity and driven prices down significantly. These events have beensigned by the primary causePresident on December 27, 2020, provisions of the significant supply-and-demand imbalanceCARES Act were extended and modified making the Company eligible for oil, significantly lowering oil pricing. These conditions may continuea refundable employee retention credit subject to existmeeting certain criteria. See Financial Statements – Note 1 – Basis of Presentation under Part 1, Item 1, and Liquidity and Capital Resources in future periods, constraining our ability to store and move production to downstream markets, or affecting future decisions to delay or curtail development activity or temporarily shut-in production which could further reduce cash flow.this Item 2 of this Form 10-Q for additional information.
During the first quarter of 2021, we completed the consolidation of our two gas processing plants in Alabama. We estimate future cost savings of approximately $5 million per year related to the plant consolidation efforts.
The Company has responded to COVID-19 events and current economic conditions as follows:
Our capital expenditure forecast for 2020 has been reduced significantly from our initial budget in response to the unprecedented decrease in crude oil prices experienced in the first quarter of 2020. Excluding acquisitions and plugging and abandonment expenditures, we are currently estimating capital expenditures to range from $15 million to $25 million for 2020 and ARO spending to be in the range of $2 million to $4 million. We continue to closely monitor current and forecasted commodity prices to assess what changes, if any, should be made to our 2020 plans and are unable to predict the duration or impact of COVID-19 and OPEC+ actions have on our business. Additionally, primarily as a result of substantially lower oil prices, the borrowing base under the Credit Agreement was reduced from $250.0 million to $215.0 million.
We have shut-in production in selected oil-weighted properties operated by the Company and have received notice of production shut-ins at certain non-operated properties. Production at our Ship Shoal 349 field (Mahogany) and our key natural gas fields including Mobile Bay were not affected.
We have taken proactive steps in our field operations and corporate offices to protect the health and safety of our employees and contractors. At W&T’s corporate offices, the Company mandated a work-from-home policy on March 23, 2020 and assured that all employees had the ability to continue performing their work duties remotely. W&T recently reopened its corporate office and has implemented actions to protect its employees working in its offices. In our field operations, the Company instituted screening of all personnel prior to entry to heliports, shore-based facilities and Alabama gas treatment plants, which includes a questionnaire and temperature check. The Company conducts daily temperature screenings at all offshore facilities and implemented procedures for distancing and hygiene at its field locations.
See the Liquidity and Capital Resources section in this Part II for a discussion of our liquidity and other aspects as a result of the decrease in commodity prices. See Item 1A, Risk Factors, under Item II of this Form 10-Q.
Oil and Natural Gas Production and Commodity Pricing
Our financial condition, cash flow and results of operations are significantly affected by the volume of our crude oil, NGLs and natural gas production and the prices that we receive for such production. Our production volumes for the three months ended March 31, 2020 were2021were comprised of 37.5%38.6% crude oil and condensate, 10.2%11.0% NGLs and 52.3%50.4% natural gas, determined on a barrel of oil equivalent (“Boe”) using the energy equivalency ratio of six thousand cubic feet (“Mcf”) of natural gas to one barrel of crude oil, condensate or NGLs. The conversion ratio does not assume price equivalency, and the price per one Boe for crude oil, NGLs and natural gas has differed significantly in the past. For the three months ended March 31, 2020,2021, revenues from the sale of crude oil and NGLs made up 73.4%69.6% of our total revenues compared to 80.2%73.4% for the three months ended March 31, 2019.2020. For the three months ended March 31, 2020,2021, our combined total production expressed in equivalent volumes on a daily basis was 62.4% higher25.9% lower than for the three months ended March 31, 2019, primarily2020, due to shut-ins of various properties related to well economics, the acquisition offreeze in February 2021 primarily affecting the Mobile Bay properties described below.area, and ongoing hurricane repairs; reservoir management of fields; and natural production declines. For the three months ended March 31, 2020,2021, our total revenues were 6.9%1.2% higher than the three months ended March 31, 20192020 due to the higher volumes and partially offset by lower realized prices for crude oil, NGLs and natural gas.gas and partially offset by lower volumes. See Results of Operations –Three Months Ended March 31, 20202021, Compared to the Three Months Ended March 31, 20192020 in this Item 2 for additional information.
In August 2019, we completed the purchase of Exxon Mobil Corporation's (“Exxon”) interests in and operatorship of oil and gas producing properties in the eastern region of the Gulf of Mexico offshore Alabama and related onshore and offshore facilities and pipelines (the “Mobile Bay Properties”). After taking into account customary closing adjustments and an effective date of January 1, 2019, cash consideration was $169.8 million, of which substantially all was paid by us at closing. We also assumed the related asset retirement obligations (“ARO”) and certain other obligations associated with these assets. The acquisition was funded from cash on hand and borrowings of $150.0 million under the Credit Agreement (defined below), which were previously undrawn. As of December 31, 2019, the Mobile Bay Properties had approximately 76.6 MMBoe of net proved reserves, of which 99% were proved developed producing reserves consisting primarily of natural gas and NGLs with 20% of the proved net reserves from liquids on an MMBoe basis, based on SEC pricing methodology. For the three months ended March 31, 2020, the average production of the Mobile Bay Properties was approximately 18,500 net Boe per day. The properties include working interests in nine Gulf of Mexico offshore producing fields and an onshore treatment facility that are adjacent to existing properties owned and operated by us. With this purchase, we became the largest operator in the area.
Our average realized price of natural gas of $3.35 per barrel and averaged $0.07, $3.73, and $3.30 per barrel, respectively, for these three types of crude oilMcf for the three months ended March 31, 2021 was 75.4% higher than the average realized price of $1.91 per Mcf for the three months ended March 31, 2020. The average Henry Hub ("HH") daily natural gas spot price of $3.50 per Mcf for the three months ended March 31, 2021 was 84.6% higher than the average HH natural gas price of $1.90 per Mcf for the three months ended March 31, 2020. Per the EIA, this increase was due to increased demand from the U.S. power sector caused by much colder-than-normal temperatures across the country during February 2021. Price effects in February 2021 were amplified because the rise in demand occurred amid a drop in natural gas production due to well freeze-offs.
According to Baker Hughes, the number of working rigs drilling for oil and natural gas on land in the U.S. as reported in their May 29, 2020April 16, 2021 report was significantly lower than a year ago, decreasing to 301439 rigs compared to 984529 rigs a year ago. The oil rig count decreased to 222344 rigs compared to 800438 rigs a year ago and the gas and miscellaneous rigs decreasedincreased slightly to 7995 rigs from 18491 a year ago. In the Gulf of Mexico, the number of working rigs was 12 rigs (all oil) compared to 23 (20 oil and three natural gas)17 (all oil) a year ago.
Results of Operations
The following tables set forth selected financial and operating data for the periods indicated (all values are net to our interest unless indicated otherwise):
Three Months Ended March 31, | ||||||||||||||||
2020 | 2019 | Change | % | |||||||||||||
(In thousands, except percentages and per share data) | ||||||||||||||||
Financial: | ||||||||||||||||
Revenues: | ||||||||||||||||
Oil | $ | 84,650 | $ | 86,703 | $ | (2,053 | ) | (2.4 | )% | |||||||
NGLs | 6,452 | 6,448 | 4 | 0.1 | % | |||||||||||
Natural gas | 29,300 | 21,838 | 7,462 | 34.2 | % | |||||||||||
Other | 3,726 | 1,091 | 2,635 | 241.5 | % | |||||||||||
Total revenues | 124,128 | 116,080 | 8,048 | 6.9 | % | |||||||||||
Operating costs and expenses: | ||||||||||||||||
Lease operating expenses | 54,775 | 43,456 | 11,319 | 26.0 | % | |||||||||||
Production taxes | 916 | 416 | 500 | 120.2 | % | |||||||||||
Gathering and transportation | 5,449 | 6,423 | (974 | ) | (15.2 | )% | ||||||||||
Depreciation, depletion, amortization and accretion | 39,126 | 33,766 | 5,360 | 15.9 | % | |||||||||||
General and administrative expenses | 13,963 | 14,109 | (146 | ) | (1.0 | )% | ||||||||||
Derivative (gain) loss | (61,912 | ) | 48,886 | (110,798 | ) | NM | ||||||||||
Total costs and expenses | 52,317 | 147,056 | (94,739 | ) | (64.4 | )% | ||||||||||
Operating income (loss) | 71,811 | (30,976 | ) | 102,787 | NM | |||||||||||
Interest expense, net | 17,110 | 16,282 | 828 | 5.1 | % | |||||||||||
Gain on purchase of debt | (18,501 | ) | — | (18,501 | ) | NM | ||||||||||
Other expense, net | 723 | 331 | 392 | 118.4 | % | |||||||||||
Income (loss) before income tax expense | 72,479 | (47,589 | ) | 120,068 | NM | |||||||||||
Income tax expense | 6,499 | 172 | 6,327 | NM | ||||||||||||
Net income (loss) | $ | 65,980 | $ | (47,761 | ) | $ | 113,741 | NM | ||||||||
Basic and diluted earnings (loss) per common share | $ | 0.46 | $ | (0.34 | ) | $ | 0.80 | NM |
Three Months Ended March 31, | ||||||||||||||||
2021 | 2020 | Change | % | |||||||||||||
(In thousands, except percentages and per share data) | ||||||||||||||||
Financial: | ||||||||||||||||
Revenues: | ||||||||||||||||
Oil | $ | 78,140 | $ | 84,650 | $ | (6,510 | ) | (7.7 | )% | |||||||
NGLs | 9,359 | 6,452 | 2,907 | 45.1 | % | |||||||||||
Natural gas | 36,209 | 29,300 | 6,909 | 23.6 | % | |||||||||||
Other | 1,939 | 3,726 | (1,787 | ) | (48.0 | )% | ||||||||||
Total revenues | 125,647 | 124,128 | 1,519 | 1.2 | % | |||||||||||
Operating costs and expenses: | ||||||||||||||||
Lease operating expenses | 42,357 | 54,775 | (12,418 | ) | (22.7 | )% | ||||||||||
Production taxes | 1,996 | 916 | 1,080 | 117.9 | % | |||||||||||
Gathering and transportation | 4,319 | 5,449 | (1,130 | ) | (20.7 | )% | ||||||||||
Depreciation, depletion, amortization and accretion | 26,637 | 39,126 | (12,489 | ) | (31.9 | )% | ||||||||||
General and administrative expenses | 10,712 | 13,963 | (3,251 | ) | (23.3 | )% | ||||||||||
Derivative loss (gain) | 24,578 | (61,912 | ) | 86,490 | NM | |||||||||||
Total costs and expenses | 110,599 | 52,317 | 58,282 | 111.4 | % | |||||||||||
Operating income | 15,048 | 71,811 | (56,763 | ) | NM | |||||||||||
Interest expense, net | 15,034 | 17,110 | (2,076 | ) | (12.1 | )% | ||||||||||
Gain on debt transactions | — | (18,501 | ) | 18,501 | NM | |||||||||||
Other expense, net | 963 | 723 | 240 | 33.2 | % | |||||||||||
(Loss) income before income tax (benefit) expense | (949 | ) | 72,479 | (73,428 | ) | (101.3 | )% | |||||||||
Income tax (benefit) expense | (203 | ) | 6,499 | (6,702 | ) | NM | ||||||||||
Net (loss) income | $ | (746 | ) | $ | 65,980 | $ | (66,726 | ) | NM | |||||||
Basic and diluted (loss) earnings per common share | $ | (0.01 | ) | $ | 0.46 | $ | (0.47 | ) | NM |
NM – not meaningful
Three Months Ended March 31, | ||||||||||||||||
2020 | 2019 | Change | % | |||||||||||||
Operating: (1) | ||||||||||||||||
Net sales: | ||||||||||||||||
Oil (MBbls) | 1,827 | 1,478 | 349 | 23.6 | % | |||||||||||
NGLs (MBbls) | 495 | 309 | 186 | 60.2 | % | |||||||||||
Natural gas (MMcf) | 15,307 | 7,288 | 8,019 | 110.0 | % | |||||||||||
Total oil equivalent (MBoe) | 4,873 | 3,001 | 1,872 | 62.4 | % | |||||||||||
Average daily equivalent sales (Boe/day) | 53,553 | 33,349 | 20,204 | 60.6 | % | |||||||||||
Average realized sales prices: | ||||||||||||||||
Oil ($/Bbl) | $ | 46.33 | $ | 58.66 | $ | (12.33 | ) | (21.0 | )% | |||||||
NGLs ($/Bbl) | 13.03 | 20.88 | (7.85 | ) | (37.6 | )% | ||||||||||
Natural gas ($/Mcf) | 1.91 | 3.00 | (1.09 | ) | (36.3 | )% | ||||||||||
Oil equivalent ($/Boe) | 24.71 | 38.31 | (13.60 | ) | (35.5 | )% | ||||||||||
Average per Boe ($/Boe): | ||||||||||||||||
Lease operating expenses | $ | 11.24 | $ | 14.48 | $ | (3.24 | ) | (22.4 | )% | |||||||
Gathering and transportation | 1.12 | 2.14 | (1.02 | ) | (47.7 | )% | ||||||||||
Production costs | 12.36 | 16.62 | (4.26 | ) | (25.6 | )% | ||||||||||
Production taxes | 0.19 | 0.14 | 0.05 | 35.7 | % | |||||||||||
DD&A | 8.03 | 11.25 | (3.22 | ) | (28.6 | )% | ||||||||||
G&A expenses | 2.87 | 4.70 | (1.83 | ) | (38.9 | )% | ||||||||||
$ | 23.45 | $ | 32.71 | $ | (9.26 | ) | (28.3 | )% |
Three Months Ended March 31, | ||||||||||||||||
2021 | 2020 | Change | % | |||||||||||||
Operating: (1) (2) | ||||||||||||||||
Net sales: | ||||||||||||||||
Oil (MBbls) | 1,377 | 1,827 | (450 | ) | (24.6 | )% | ||||||||||
NGLs (MBbls) | 392 | 495 | (103 | ) | (20.8 | )% | ||||||||||
Natural gas (MMcf) | 10,799 | 15,307 | (4,508 | ) | (29.5 | )% | ||||||||||
Total oil equivalent (MBoe) | 3,569 | 4,873 | (1,304 | ) | (26.8 | )% | ||||||||||
Average daily equivalent sales (Boe/day) | 39,657 | 53,553 | (13,896 | ) | (25.9 | )% | ||||||||||
Average realized sales prices: | ||||||||||||||||
Oil ($/Bbl) | $ | 56.73 | $ | 46.33 | $ | 10.40 | 22.4 | % | ||||||||
NGLs ($/Bbl) | 23.88 | 13.03 | 10.85 | 83.3 | % | |||||||||||
Natural gas ($/Mcf) | 3.35 | 1.91 | 1.44 | 75.4 | % | |||||||||||
Oil equivalent ($/Boe) | 34.66 | 24.71 | 9.95 | 40.3 | % | |||||||||||
Oil equivalent ($/Boe), including realized commodity derivatives) | 32.35 | 26.63 | 5.71 | 21.4 | % | |||||||||||
Average per Boe ($/Boe): | ||||||||||||||||
Lease operating expenses | $ | 11.87 | $ | 11.24 | $ | 0.63 | 5.6 | % | ||||||||
Gathering and transportation | 1.21 | 1.12 | 0.09 | 8.0 | % | |||||||||||
Production costs | 13.08 | 12.36 | 0.72 | 5.8 | % | |||||||||||
Production taxes | 0.56 | 0.19 | 0.37 | 194.7 | % | |||||||||||
DD&A | 7.46 | 8.03 | (0.57 | ) | (7.1 | )% | ||||||||||
G&A expenses | 3.00 | 2.87 | 0.13 | 4.5 | % | |||||||||||
Operating costs | $ | 24.10 | $ | 23.45 | $ | 0.65 | 2.8 | % |
(1) | The conversion to barrels of oil equivalent and cubic feet equivalent were determined using the energy equivalency ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or NGLs (totals may not compute due to rounding). The conversion ratio does not assume price equivalency, and the price on an equivalent basis for oil, NGLs and natural gas may differ significantly. | |
(2) | Some average figures and variance percentages in this table may not compute due to rounding. |
Volume measurements not previously defined: | ||
MBbls — thousand barrels for crude oil, condensate or NGLs |
| Mcf — thousand cubic feet |
MBoe — thousand barrels of oil equivalent |
| MMcf — million cubic feet |
Three Months Ended March31, 2020 2021Compared to the Three Months Ended March31, 20192020
Due to the decrease and volatility in crude oil prices and to a lesser extent, decreases and volatility in prices for natural gas and prices for NGLs,NGL, the results of the three months ended March 31, 20202021 may not be indicative of future periods. See “Liquidity and Capital Resources – Liquidity Overview” below for additional information.
Revenues. Total revenues increased $8.0$1.5 million, or 6.9%1.2%, to $124.1$125.6 million for the three months ended March 31, 20202021 as compared to the three months ended March 31, 2019.2020. Oil revenues decreased $2.1$6.5 million, or 2.4%7.7%, NGLs revenues were basically flat,increased $2.9 million, or 45.1%, natural gas revenues increased $7.5$6.9 million, or 34.2%23.6%, and other revenues increased $2.6 million due to prior period royalty adjustments received during the three months ended March 31, 2020.decreased $1.8 million. The decrease in oil revenues was attributable to a 21.0% decrease in sales volumes of 24.6%, partially offset by 22.4% increase in the average realized sales price to $56.73 per barrel for the three months ended March 31, 2021 from $46.33 per barrel for the three months ended March 31, 2019 from $58.662020 The increase in NGLs revenues was attributable to a 83.3% increase in the average realized sales price to $23.88 per barrel for the three months ended March 31, 2019, partially offset by an increase in sales volumes of 23.6%. NGLs sales volumes increased by 60.2% and were offset by a 37.6% decrease in the average realized sales price to2021 from $13.03 per barrel for the three months ended March 31, 2020, from $20.88 per barrel for the three months ended March 31, 2019.partially offset by a 20.8% decrease in sales volumes. The increase in natural gas revenues was attributable to sales volumes that more than doubled, increasing 110.0%, and partially offset by a 36.3% decrease75.4% increase in the average realized price to $3.35 per Mcf for the three months ended March 31, 2021 from $1.91 per Mcf for the three months ended March 31, 2020, from $3.00 per Mcf for the three months ended March 31, 2019.partially offset by a decrease in sales volumes of 29.5%. Overall, productionsales volumes increased 60.6%decreased 25.9% on a Boe/day basis. The largest production increases for the three months ended March 31, 2020 comparedbasis due to the three months ended March 31, 2019 wasshut-ins of various properties related to our acquisition ofwell economics, the interestsfreeze in February 2021 primarily affecting the Mobile Bay Properties in August 2019, which produced an averagearea, and ongoing hurricane repairs; reservoir management of 18,500 Boe per day during the three months ended March 31, 2020, increases in production at our Mahogany fieldfields; and the acquisition of Garden Banks 783 field (Magnolia) assets in December 2019. These increases were partially offset by production decreases primarily from natural production declines. Our estimate of deferred production for the three months ended March 31, 20202021 was approximately 3,6005,200 Boe per day as compared to 7,2003,600 Boe per day for the three months ended March 31, 2019.2020 due primarily to the shut-ins at various properties.
Revenues from oil and NGLs as a percent of our total revenues were 69.6% for the three months ended March 31, 2021 compared to 73.4% for the three months ended March 31, 2020 compared to 80.2% for the three months ended March 31, 2019.2020. Our average realized NGLs sales price as a percent of our average realized crude oil sales price decreasedincreased to 42.1% for the three months ended March 31, 2021 compared to 28.1% for the three months ended March 31, 2020 compared to 35.6% for the three months ended March 31, 2019.2020.
Lease operating expenses. Lease operating expenses, which include base lease operating expenses, workovers, and facilities maintenance increased $11.3expense, decreased $12.4 million, or 26.0%22.7%, to $54.8$42.4 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. On a component basis, base lease operating expenses decreased $13.1 million, workover expenses decreased $1.0 million, facilities maintenance expense decreased $0.9 million, and hurricane repairs increased $2.6 million. Base lease operating expenses decreased primarily due to reduced expenses of $4.8 million at Mobile Bay and Fairway from successful cost cutting efforts; $4.3 million of reduced expenses related to fields that were no longer producing during the three months ended March 31, 2021 as compared to the same period in 2020; $1.8 million of reduced contract labor and transportation costs and contract processing costs; $0.7 million of reduced insurance expenses; other cost reduction measures at various fields of $0.2 million; and credits to expense due to royalty adjustments of $1.3 million. The decreases in workover expenses and facilities maintenance expense were due to fewer projects undertaken. Lastly, we incurred $2.6 million in expenses related to hurricane repairs at various fields during the three months ended March 31, 2021 that we did not incur during the prior year period.
Production taxes. Production taxes increased $1.1 million to $2.0 million in the three months ended March 31, 20202021 compared to the three months ended March 31, 2019. On a component basis, base lease operating expenses increased $15.9 million, workover expenses decreased $3.4 million, and facilities maintenance expense decreased $1.2 million. Base lease operating expenses increased primarily2020 due to the acquisition of the Mobile Bay Propertiesincrease in August 2019, which had base lease operating expenses of $11.3 million for the three months ended March 31, 2020. In addition, the acquisition of the Magnolia field in December 2019 increased base lease operating expensesrealized natural gas prices, partially offset by $3.2 million. The decreases in workover expense and facility maintenance were due to fewer projects undertaken, with the primary decrease due to a workover at the Mississippi Canyon 800 field occurring during the three months ended March 31, 2019.
Production taxes. Production taxes increased $0.5 million to $0.9 million in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 due to the acquisition of the Mobile Bay Properties, which has operations in state waters.decreased natural gas production volumes.
Gathering and transportation. Gathering and transportation expenses decreased $1.0$1.1 million to $5.4$4.3 million for the three months ended March 31, 20202021 compared to the three months ended March 31, 2019 primarily2020 due to lower transportation rates at certain fields and lower volumes at the Green Canyon 859 (Heidelberg) field. decreased natural gas production volumes.
Depreciation, depletion, amortization and accretion (“DD&A”). DD&A, which includes accretion for ARO, decreased to $7.46 per Boe for the three months ended March 31, 2021 from $8.03 per Boe for the three months ended March 31, 2020 from $11.25 per Boe for the three months ended March 31, 2019.2020. On a nominal basis, DD&A increaseddecreased 31.9% to $39.1 million (or 15.9%) for the three months ended March 31, 2020 from $33.8$26.6 million for the three months ended March 31, 2019.2021 from $39.1 million for the three months ended March 31, 2020. The decline in the DD&A on a nominal basis increased largely due to higher production, partially offsetrate per Boe was driven by the lower rate per Boe. The rate per BOE decreased mostlydecline in depreciable base as a result of increasesreduced capital spending over the past year compared to the relatively small change in proved reserves fromover the acquisition of the Mobile Bay Properties. Other factors affecting the DD&A rate are capital expenditures and revisions to proved reserve volumes.same period.
General and administrative expenses (“G&A”). G&A was $10.7 million for the three months ended March 31, 2021, decreasing 23.3% from $14.0 million for the three months ended March 31, 2020, decreasing 1.0 % from $14.12020. The decrease was primarily due to lower incentive compensation expenses and payroll expenses of $2.4 million, the $2.1 million employee retention credit, and decreases of $1.0 million in other miscellaneous G&A expense items; partially offset by decreased overhead allocations to partners (credits to expense) of $1.0 million, an increase in legal costs of $0.8 million, and an increase in surety bond costs of $0.4 million associated with the additional working interest acquired at Mobile Bay in the fourth quarter of 2020. See Financial Statements – Note 1 – Basis of Presentation under Part 1, Item 1, and Liquidity and Capital Resources in this Item 2 of this Form 10-Q for additional information on the employee retention credit. G&A on a per Boe basis was $3.00 per Boe for the three months ended March 31, 2019. The decrease was primarily due2021 compared to increased fees for overhead charged to partners (credits to expense), lower medical claims and lower legal expenses, partially offset by increased incentive compensation expenses. G&A on a per Boe basis was $2.87 per Boe for the three months ended March 31, 2020 compared to $4.70 per Boe for the three months ended March 31, 2019.2020.
Derivative loss (gain) loss.. The three months ended March 31, 2021 includes a $24.6 million derivative loss primarily due to increased crude oil prices during March 2021 compared to oil prices during December 2020, reflectswhich decreased the estimated fair value of open crude oil contracts between the two measurement dates. The three months ended March 31, 2020 includes a $61.9 million derivative gain, primarily due to decreased crude oil prices during March 2020 as compared to oil prices during December 2019, which increased the estimated fair value of closed and open crude oil contracts between the two measurement dates. The three months ended March 31, 2019 reflects a $48.9 million derivative loss primarily due to increased crude oil prices during March 2019 as compared to oil prices during December 2018, which decreased the estimated fair value of open crude oil contracts between the two measurement dates.
Interest expense, net. Interest expense, net, was $17.1$15.0 million and $16.3$17.1 million for the three months ended March 31, 20202021 and 2019,2020, respectively. The increasedecrease in 2021 is primarily due to higherlower principal balances of the Senior Second Lien Notes and reductions to outstanding borrowings under the Credit Agreement, related to the acquisition of the Mobile Bay Properties.
Gain on purchase of debt: A gain of $18.5 million was recorded related to the purchase of $27.5 million of principal of our outstanding Senior Second Lien Notes during the three months ended March 31, 2020.partially offset by lower interest income.
Income tax (benefit) expense. Our income tax (benefit) expense was $(0.2) million and $6.5 million for the three months ended March 31, 2021 and 2020, and 2019 was $6.5 million and $0.2 million, respectively. For the three months ended March 31, 2021, our income tax benefit differed from the statutory Federal tax rate primarily by the impact of state income taxes. For the three months ended March 31, 2020, our effective tax rate primarily differed from the statutory Federal tax rate for adjustments recorded related to the enactment of the Coronavirus Aid, Relief and Economic Security Act (“CARES ActAct”) on March 27, 2020. The CARES Act modified certain income tax statutes, including changes related to the business interest expense limitation under Internal Revenue Code Section 163(j). ForOur effective tax rate was 21.4% for the three months ended March 31, 2019, immaterial deferred income tax expense was recorded due to dollar-for-dollar offsets by our valuation allowance. Our effective tax rate was2021 and 9.0% for the three months ended March 31, 2020 and was not meaningful for the three months ended March 31, 2019. 2020.
As of March 31, 2020, our2021, the valuation allowance was $47.8on our deferred tax assets was $22.0 million. WeWe continually evaluate the need to maintain a valuation allowance on our deferred tax assets. Any future reduction of a portion or all of the valuation allowance would result in a non-cash income tax benefit in the period the decision occurs. See Financial Statements – Note 98 –Income Taxes under Part I, Item 1 of this Form 10-Q for additional information.
Liquidity and Capital Resources
Liquidity Overview
As COVID-19 and other worldly events impact crude oil prices, and to a lesser degree, natural gas prices, we are actively monitoring the impacts on our results of operations, financial position, and liquidity. As of March 31, 2020,2021, we had $47.6$53.4 million cash on hand, availability of $170$137.6 million under the Credit Agreement (and subsequently reduced by $35 million to $135 million due to redetermination of the borrowing base as discussed in the Credit Agreement section below) and no maturities of long-term debt until October 2022. Despite this appearance of liquidity, the impact of unprecedented decline in oil prices during March and April of 2020 were severe and so dramatic as to threaten the entire oil and gas industry including the Company. Oil prices began recovering some in May 2020 and through mid-June 2020. In reaction to these events, we moved quickly to preserve resources and protect the health of our employees. Furthermore, we have taken certain actions to address the current economic environment as follows:
We have reduced our capital expenditure budget for the remainder of 2020. Excluding acquisitions and plugging and abandonment expenditures, we are estimating capital expenditures to be approximately $15 million to $25 million for 2020. ARO (plugging and abandonment) spending is estimated to be between of $2 million to $4 million..
Since December 31, 2019, we have reduced the amount outstanding of our Senior Second Lien Notes by $72.5 million to $552.5 million as of June 22, 2020 through purchases in the open market for $23.9 million, resulting in annualized interest savings of $7.1 million.
On June 17, 2020, we entered into the Third Amendment and Waiver to the Credit Agreement, which, among other things, waived the Leverage Ratio (as defined in the Credit Agreement) and replaced it with a first lien leverage covenant of 2.00 to 1.00 through year-end 2021.
While we currently expect our cash on hand, net cash provided by operating activities and our available sources of liquidity areto be sufficient to meet our cash requirements over the Company will continue to monitor the evolving situation.next 12 months. In the event of long-term market deterioration, the Company may need additional liquidity, which would require us to evaluate alternatives and take appropriate actions. The Company’s next borrowing base redetermination is scheduled for spring 2021.
Given the relative strength in the debt markets due to higher oil and natural gas prices, we are looking into alternative financing options that have the possibility of providing longer tenors, less restrictive covenants and more reliable source of capital for acquisitions without semi-annual redeterminations.
Sources and Uses of Cash
Cash Flow and Working Capital. Net cash provided by operating activities for the three months ended March 31, 2021 and 2020 and 2019 was $84.3$45.0 million and $84.8$84.3 million, respectively. Production volumes increaseddecreased by 60.6%26.8% measured on a Boe per day basis due to field shut-ins, reservoir management and natural declines, which caused revenues to increasedecrease by $48.4$30.8 million. Oil, Natural gas and NGLs had higher average realized sales prices per Boe. Our combined average realized sales price per Boe decreasedincreased by 35.5%40.3% for the three months ended March 31, 20202021 compared to the three months ended March 31, 2019,2020, which caused total revenues to decrease $43.0increase $34.1 million.
Other items affecting operating cash flows were lowerhigher receivable balances, which increaseddecreased operating cash flows by $15.5 million for the three months ended March 31, 2021 compared to a decrease of $29.1 million for the three months ended March 31, 2020 compared to an increase of $3.5 million for the three months ended March 31, 2019; lower2020; decreased cash advance balances from joint venture partners, which decreased $31.6operating cash flows by $1.0 million betweenfor the two periods; lowerthree months ended March 31, 2021 compared to an increase of $13.0 million for the three months ended March 31, 2020; cash derivative payments, net which decreased operating cash flows $4.6 million for the three months ended March 31, 2021 compared to cash derivative receipts, net, which decreased $7.5increased operating cash flows $4.4 million betweenfor the two periods;three months ended March 31, 2020; and a return of collateral related to a bond of $6.9 million which occurred during the three months ended March 31, 2020.2020, with no such return occurring during the three months ended March 31, 2021. Other working capital items accounted for the remaining changes in net cash provided by operating activitiesactivities.
Net cash used in investing activities primarily represents our acquisitionacquisitions of and investments in oil and gas properties and equipment partially offset by sales of such assets.equipment. Net cash used in investing activities for the three months ended March 31, 2021 and 2020 was $3.3 million and 2019 was $35.6 million, and $31.6 million, respectively. Our capital expenditures on an occurrence basisNet cash used in investing activities for the three months ended March 31, 2021 included $1.8 million in working capital changes associated with capital expenditures incurred in 2020 were split approximately 25% for investments inbut paid during the deep waters of the Gulf of Mexico and approximately 75% for investments on the conventional shelf of the Gulf of Mexico.three months ended March 31, 2021. During the three months ended March 31, 2020, the purchase of the remaining 25% interest in the Magnolia field was consummated for approximately $2.0 million.
Net cash used byin financing activities for the three months ended March 31, 2021 and 2020 was $32.0 million and 2019 was $33.5 million, and $0.4respectively. The net cash used for the three months ended March 31, 2021 included repayment of $32.0 million respectively.of borrowings under the Credit Agreement. The net cash used for the three months ended March 31, 2020 included repayment of $25.0 million of borrowings of $25.0 million underunder the Credit Agreement and $8.5 million to purchase $27.5 million principal of Senior Second Lien Notes on the open market. Net cash used by financing activities for the three months ended March 31, 2019 was $0.4 million related to debt issuance costs.
Derivative Financial Instruments. From time to time, we use various derivative instruments to manage a portion of our exposure to commodity price risk from sales of oil and natural gas. During the three months ended March 31, 2020,2021, we entered into derivative contracts for crude oil and natural gas for a portion of our future production. During the second quarter of 2020, we added the following derivative contracts: (i) Henry Hub cashless collars on 10,000 Mcf per day of production for the period of May 2020 through December 2020 with a floor of $1.75 per Mcf and a ceiling of $2.58 per Mcf; (ii) Henry Hub cashless collars on 20,000 Mcf per day of production for the period of January 2021 through December 2021 with an average floor of $2.17 per Mcf and an average ceiling of $3.00 per Mcf; and (iii) NYMEX crude oil swaps of 1,000 barrels per day for January 2021 through December 2021 at a weighted average price of $41.00 per barrel. See Financial Statements – Note 6 – Derivative Financial Instruments under Part I, Item 1 of this Form 10-Q for additional information. The following table summarizes the historical results of our hedging activities:
Three Months Ended | ||||||||||||
March 31, | December 31, | March 31, | ||||||||||
2021 | 2020 | 2020 | ||||||||||
Crude Oil ($/Bbl): | ||||||||||||
Average realized sale price, before the effects of derivative settlements | $ | 56.73 | $ | 42.84 | $ | 46.33 | ||||||
Effects of realized commodity derivatives | (5.58 | ) | 1.39 | 5.26 | ||||||||
Average realized sales price, including realized commodity derivative | $ | 51.15 | $ | 44.23 | $ | 51.59 | ||||||
Natural Gas ($/Mcf) | ||||||||||||
Average realized sale price, before the effects of derivative settlements | $ | 3.35 | $ | 2.63 | $ | 1.91 | ||||||
Effects of realized commodity derivatives | (0.05 | ) | (0.17 | ) | (0.01 | ) | ||||||
Average realized sales price, including realized commodity derivative | $ | 3.30 | $ | 2.46 | $ | 1.90 | ||||||
Asset Retirement Obligations. Each quarter, we review and revise our ARO estimates. Our ARO estimates as of March 31, 20202021 and December 31, 20192020 were $364.1$398.9 million and $355.6$392.7 million, respectively. As our ARO estimates are for work to be performed in the future, and in the case of our non-current ARO, extend from one to many years in the future, actual expenditures could be substantially different than our estimates. See Risk Factors, under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20192020 for additional information.
Income Taxes. We do not expect to make any significant income tax payments during 20202021, and we expect to collect thedid not have any outstanding current income taxtaxes receivable as of $1.9 million during 2020.March 31, 2021. See Financial Statements – Note 98 –Income Taxes under Part I, Item 1 of this Form 10-Q for additional information.
Capital Expenditures
The level of our investment in oil and natural gas properties changes from time to time depending on numerous factors, including the prices of crude oil, NGLs and natural gas, acquisition opportunities, available liquidity and the results of our exploration and development activities. During the first quarter 2020, we significantly reduced our 2020 capital expenditure budget in response to the unprecedented decline in oil prices. The following table presents our
Our capital expenditures for exploration, development and other leasehold costs (in thousands):
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Exploration (1) | $ | 1,206 | $ | 4,251 | ||||
Development (1) | 7,180 | 17,269 | ||||||
Magnolia acquisition | 2,002 | — | ||||||
Seismic and other | 1,156 | 9,113 | ||||||
Investments in oil and gas property/equipment | $ | 11,544 | $ | 30,633 |
|
|
The following table presents our exploration and development spending in the current year. Our exploration and development spending decreased $8.8 million compared to prior year, primarily in the conventional shelf area due to the fact that our current year capital budget is weighted toward the second half of 2021. Other leasehold costs decreased $1.5 million during the three months ended March 31, 2021, compared to the prior year which included Magnolia and Mobile Bay acquisition costs, and seismic costs increased $0.4 million period over period. Excluding acquisitions and plugging and abandonment expenditures, we are currently estimating capital expenditures geographically in the Gulf of Mexico (in thousands):
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Conventional shelf | $ | 6,322 | $ | 6,079 | ||||
Deepwater | 2,064 | 15,441 | ||||||
Exploration and development capital expenditures | $ | 8,386 | $ | 21,520 |
to range from $30 million to $60 million for 2021 and ARO spending to range from $17 million to $21 million.
The capital expenditures reported in the above two tables are included within Oil and natural gas properties and other, net on the Condensed Consolidated Balance Sheets.Sheets and recorded on an incurred basis. The capital expenditures reported within the Investing section of the Condensed Consolidated Statements of Cash Flows include adjustments to report cash payments related to capital expenditures.
Net cash used in investing activities for the three months ended March 31, 2021 included $1.8 million in working capital changes associated with capital expenditures incurred in 2020 but paid during the three months ended March 31, 2021. Our capital expenditures for the three months ended March 31, 20202021 were financed by cash flow from operations and cash on hand.
Drilling Activity
We did not drill any wells in the three months ended March 31, 2021. During the three months ended March 31, 2020, we drilled the East Cameron 349 B-1 well (Cota) to target depth. We expect initial production to becommence in the first halffourth quarter of 2021, subject to completion of certain infrastructure and the level of commodity prices. The Cota well is in the Monza Joint Venture Drilling Program. We did not drill any dry holes during the three months ended March 31, 2020. See Financial Statements – Note 4 –Joint Venture Drilling Program under Part I, Item 1 of this Form 10-Q for additional information.
Offshore Lease Awards
During the three months ended March 31, 2020, we were the apparent high bidder on two blocks in the Gulf of Mexico Lease Sale 254 held by the BOEM on March 18, 2020. We are the apparent high bidder on one deepwater block, Garden Bank 782, and one shallow water block, Eugene Island Area South block 345. The two blocks cover a total of approximately 10,760 acres and we will pay $0.7 million combined for a 100% working interest if awarded.
Debt
Credit Agreement. As of March 31, 2020,2021, borrowings outstanding under the Credit Agreement were $80.0$48.0 million and letters of credit issued under the Credit Agreement were $5.8$4.4 million. During the three months ended March 31, 2020, a repayment2021, we repaid $32.0 million of $25.0 million was made.borrowings. Availability under our Credit Agreement as of March 31, 20202021 was $164.2$137.6 million. As of June 17, 2020, following the borrowing base retermination and the recent Senior Second Lien Note purchases, availability under the Credit Agreement was $128.9 million and we had $80.0 million of borrowings outstanding under the Credit Agreement. The Credit Agreement matures on October 18, 2022.
Availability under our Credit Agreement is subject to a semi-annual redeterminationredeterminations of our borrowing base, which was initially set at $250.0 million and was reduced tolowered from $215.0 million in June 2020.to $190.0 million following redetermination on January 6, 2021. The next redetermination willis scheduled to occur in the fallspring of 2020.2021. Generally, we must be in compliance with the covenants in our Credit Agreement in order to access borrowings under the Credit Agreement.
We currently have six lenders under our Credit Agreement. While we do not anticipate any difficulties in obtaining funding from any of these lenders as of the date of the filing of this Quarterly Report, any difficulties in obtaining funding from any of these lenders at this time, and any lack of or delay in funding by members of our banking group could negatively impact our liquidity position. See Financial Statements – Note 2 –Long-Term Debt and –Note 12– Subsequent Eventsunder Part I, Item 1 of this Form 10-Q for additional information.
Senior Second Lien Notes. As of March 31, 2020,2021, we had outstanding $597.5$552.5 million principal of Senior Second Lien Notes with an interest rate of 9.75% per annum that maturesmature on November 1, 2023. During the three months ended March 31, 2020, we purchased $27.5 million in principal of our outstandingThe Senior Second Lien Notes inare secured by a second-priority lien on all of our assets that are secured under the open market for $8.5 million. Subsequent to March 31, 2020, we purchased an additional $45.1 million in outstanding notes on the open market for $15.3 million.Credit Agreement. See Financial Statements – Note 2 – Long-Term Debt and–Note 12– Subsequent Eventsunder Part I, Item 1 of this Form 10-Q for additional information.
Debt Covenants. The Credit Agreement and Senior Second Lien Notes contain financial covenants calculated as of the last day of each fiscal quarter, which include thresholds on financial ratios, as defined in the respective Credit Agreement and the indenture related to the Senior Second Lien Notes. We were in compliance with all applicable covenants of the Credit Agreement and the Senior Second Lien Notes indenture as of and for the period ended March 31, 2020.2021. See Financial Statements – Note 2 – Long-Term Debtand–Note 12– Subsequent Events under Part I, Item 1 of this Form 10-Q for additional information.
Paycheck Protection Program. On April 15, 2020, the Company received $8.4 million under the PPP. During the eligible period, the Company incurred eligible expenses in excess of the amount received. The PPP funds are structured as a loan, but management of the Company believes the Company has met all the requirements for forgiveness of the total loan under the PPP. The Company submitted an application to the U.S. Small Business Administration ("SBA") on August 20, 2020, requesting that the PPP funds received be applied to specific covered and non-covered payroll costs. As of the date of this filing, we have not received a response from the SBA regarding the SBA's acceptance of our application. Management believes the Company has met all of the requirements under the PPP and will not be required to repay any portion of the funds received. Accordingly, no debt was recorded on the Consolidated Balance Sheet as of December 31, 2020. Should the SBA reject the Company's application of the PPP funds being applied to specific covered payroll and non-payroll costs, the Company may be required to repay all or a portion of the funds received under the PPP under an amortization schedule through April 2022 with an annual interest rate of 1%.
Employee Retention Credit. Under the Consolidated Appropriations Act, 2021 passed by the United States Congress and signed by the President on December 27, 2020, provisions of the CARES Act were extended and modified making the Company eligible for a refundable employee retention credit subject to meeting certain criteria. The Company recognized a $2.1 million employee retention credit during the three months ended March 31, 2021 which is included as a credit to General and administrative expenses in the Condensed Consolidated Statement of Operations.
Uncertainties
Bureau of Ocean Energy Management (“BOEM”) Matters. In order to cover the various decommissioning obligations of lessees on the OCS, the BOEM generally requires that lessees post some form of acceptable financial assurance that such obligations will be met, such as surety bonds. The cost of such bonds or other financial assurance can be substantial, and we can provide no assurance that we can continue to obtain bonds or other surety in all cases. As many BOEM regulations are being reviewed by the agency, we may be subject to additional financial assurance requirements in the future. As of the filing date of this Form 10-Q, we are in compliance with our financial assurance obligations to the BOEM and have no outstanding BOEM orders related to financial assurance obligations. We and other offshore Gulf of Mexico producers may, in the ordinary course of business, receive requests or demands in the future for financial assurances from the BOEM.
Surety Bond Collateral. Some of the sureties that provide us surety bonds used for supplemental financial assurance purposes have historically requested and received collateral from us, and may request additional collateral from us in the future, which could be significant and materially impact our liquidity. In addition, pursuant to the terms of our agreements with various sureties under our existing bonds or under any additional bonds we may obtain, we are required to post collateral at any time, on demand, at the surety’s discretion. No additional demands were made to us by sureties during 20202021 as of the filing date of this Form 10-Q and we currently do not have surety bond collateral outstanding.
The issuance of any additional surety bonds or other security to satisfy future BOEM orders, collateral requests from surety bond providers, and collateral requests from other third parties may require the posting of cash collateral, which may be significant, and may require the creation of escrow accounts.
Insurance Coverage
Insurance Coverage. We currently carry multiple layers of insurance coverage in our Energy Package (defined as certain insurance policies relating to our oil and gas properties which include named windstorm coverage) covering our operating activities, with higher limits of coverage for higher valued properties and wells. The current policy limits for well control range from $30.0 million to $500.0 million depending on the risk profile and contractual requirements. With respect to coverage for named windstorms, we have a $162.5 million aggregate limit covering all of our higher valued properties, and $150 million for all other properties subject to a retention of $30.0 million. Included within the $162.5 million aggregate limit is total loss only (“TLO”) coverage on our Mahogany platform, which has no retention. The operational and named windstorm coverages are effective for one year beginning June 1, 2020. Coverage for pollution causing a negative environmental impact is provided under the well control and other sections within the policy.
Our general and excess liability policies are effective for one year beginning May 1, 20202021 and provide for $300.0 million of coverage for bodily injury and property damage liability, including coverage for liability claims resulting from seepage, pollution or contamination. With respect to the Oil Spill Financial Responsibility requirement under the Oil Pollution Act of 1990, we are required to evidence $150.0$35.0 million of financial responsibility to the BSEE and we have insurance coverage of such amount.
Although we were able to renew our general and excess liability policies effective on May 1, 2020,2021, and we have bound our Energy Package effective onfor the year commencing June 1, 2020,2021, our insurers may not continue to offer this type and level of coverage to us in the future, or our costs may increase substantially as a result of increased premiums and there could be an increased risk of uninsured losses that may have been previously insured, all of which could have a material adverse effect on our financial condition and results of operations. We are also exposed to the possibility that in the future we will be unable to buy insurance at any price or that if we do have claims, the insurers will not pay our claims. We do not carry business interruption insurance.
Contractual Obligations
Updated information on certain contractual obligations is provided in Financial Statements – Note 2 – Long-Term Debt, andNote 5 – Asset Retirement Obligations and Note 12, Subsequent Events under Part I, Item 1 of this Form 10-Q. As of March 31, 2020,2021, there were no drilling rig commitments. Except for scheduled utilization, other contractual obligations as of March 31, 20202021 did not change materially from the disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations, under Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.2020.
Critical Accounting Policies
Our significant accounting policies are summarized in Financial Statements and Supplementary Data under Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019.2020. See Financial Statements – Note 1 – Basis of Presentation under Part 1, Item 1 of this Form 10-Q for additional information.
Recent Accounting Pronouncements
See Financial Statements – Note 1 – Basis of PresentationunderPart 1, Item 1,of this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information about the types of market risks for the three months ended March 31, 20202021 did not change materially from the disclosures in Quantitative and Qualitative Disclosures About Market Risk under Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2019. However, the declines in crude oil and natural gas prices have caused, and could continue to cause significant financial impacts to us. See the Liquidity section in Item II above for a discussion on the possible effects.2020. In addition, the information contained herein should be read in conjunction with the related disclosures in our Annual Report on Form 10-K for the year ended December 31, 2019.2020.
Commodity Price Risk. Our revenues, profitability and future rate of growth substantially depend upon market prices of crude oil, NGLs and natural gas, which fluctuate widely. Crude oil, NGLs and natural gas price declines in the past have adversely affected our revenues, net cash provided by operating activities and profitability in the past and sustainsustained current prices would have significant impacts on our business in the future. During 2020,the three months ended March 31, 2021, we entered into derivative crude oil and natural gas contracts related to a portion of our estimated future production. We historically have not designated our commodity derivatives as hedging instruments and any future derivative commodity contracts are not expected to be designated as hedging instruments. Use of these contracts may reduce the effects of volatile crude oil and natural gas prices, but they also may limit future income from favorable price movements. See Financial Statements – Note 6 – Derivative Financial Instruments under Part I, Item 1 of this Form 10-Q for additional information.
Interest Rate Risk. As of March 31, 2020,2021, we had $80.0$48.0 million borrowings outstanding under our Credit Agreement and were subject to the variable London Interbank Offered Rate and the Applicable Margin. We did not have any derivative instruments related to interest rates.
Item 4. Controls and Procedures
We have established disclosure controls and procedures designed to ensure that material information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC and that any material information relating to us is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, our management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives. In reaching a reasonable level of assurance, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Exchange Act Rule 13a-15(b), we performed an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO have each concluded that as of March 31, 2020,2021, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that our controls and procedures are designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
During the quarter ended March 31, 2020,2021, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
See Financial Statements – Note 1110 – Contingencies under Part I Item 1 of this Form 10-Q for information on various legal proceedings to which we are a party or our properties are subject.
The COVID-19 pandemic has affected, and may continue to materially adversely affect, our industry, business, financial condition or results of operations.
The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty, and turmoilInvestors should carefully consider the risk factors included under Part I, Item 1A, Risk Factors, in the oil and gas industry. The COVID-19 outbreak and the responsive actions to limit the spread of the virus have significantly reduced global economic activity, resulting in a decline in the demand for oil, natural gas, and other commodities. These economic consequences have been a primary cause of the significant supply-and-demand imbalance for oil. The current supply-and-demand imbalance and significantly lower oil pricing may continue to affect us, constraining our ability to store and move production to downstream markets, or affecting future decisions to delay or curtail development activity or temporarily shut-in production which could further reduce cash flow.
The extent of the impact of the COVID-19 pandemic and any other future pandemic on our business will depend on the nature, spread and duration of the disease, the responsive actions to contain its spread or address its effects, its effect on the demand for oil and natural gas, the timing and severity of the related consequences on commodity prices and the economy more generally, including any recession resulting from the pandemic, among other things. Any extended period of depressed commodity prices or general economic disruption as a result of the pandemic would adversely affect our business, financial conditions and results of operations. In addition, the COVID-19 pandemic has heightened the other risks and uncertainties set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year 2019.
We will likely incur greater costs to bring production associated with our shut-in wells back online, and are unable to predict the production levels of such wells once brought back online.
The significant supply/demand balance for oil materially decreased global crude oil prices in the first quarter ofended December 31, 2020, and generated a surplus of oil. This significant surplus created a saturation of storage and crude storage constraints, which led us to shut-in production in some of our oil-weighted properties due to the lack of availability and capacity of processing, gathering, storing and transportation systems. We will likely incur greater costs to bring the associated production back online. Cost increases necessary to bring the associated wells back online may be significant enough that such wells would become uneconomic at low commodity price levels, which may lead to decreases in our proved reserve estimates and potential impairments and associated charges to our earnings. If we are able to bring wells back online, there is no assurance that such wells will be as productive following recommencement as they were prior to being shut in. Such factors could adversely affect our financial condition and results of operations.
Investors should carefully consider these risk factors together with all of the other information included in this document, in our Annual Report on Form 10-K for the year 2019, and in our other public filings, press releases and discussions with our management.
crude oil prices are discussed under Part I, Item 5. Other Information
On June 17, 2020,1A, Risk Factors, in our Annual Report on Form 10-K for the lenders under the Credit Agreement completed their semi-annual borrowing base redetermination and entered into the Third Amendment and Waiver to the Credit Agreement. Although the Company had not violated any covenants, the Third Amendment provides less stringent covenant requirements given the recent changes in the oil and gas markets. The Third Amendment includes the following changes, among other things, to the Credit Agreement:
The borrowing base under the Credit Agreement was reduced from $250.0 million to $215.0 million.
Increase the interest rate margin by 25 basis points.
Amend the financial covenants as follows:
From the period ended June 30, 2020 through the periodyear ended December 31, 2021,2020 and also discussed in the Company will not be required to comply withPart I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Leverage Ratio covenant.Overview section of this Form 10-Q.
DuringNotwithstanding the Waiver Period, the Company will be required to maintain a 2.00 to 1.00 ratio limit of first lien debt outstanding under the Credit Agreementmatters discussed herein, there have been no material changes in our risk factors as previously disclosed in Part I, Item 1A, Risk Factors, in our Annual Report on the last day of the most recent quarter to EBITDAXForm 10-K for the trailing four quarters.
Increase the requirement to provide first priority liens on properties constituting at least 85% of total proved reserves of the Company as set forth on reserve reports required to be delivered under the Credit Agreement to 90%.
year ended December 31, 2020.
Exhibit | Description | |
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
31.1* | ||
31.2* | ||
32.1* | Section 906 Certification of Chief Executive Officer and Chief Financial Officer. | |
101.INS* | Inline XBRL Instance Document. | |
101.SCH* | Inline XBRL Schema Document. | |
101.CAL* | Inline XBRL Calculation Linkbase Document. | |
101.DEF* | Inline XBRL Definition Linkbase Document. | |
101.LAB* | Inline XBRL Label Linkbase Document. | |
101.PRE* | Inline XBRL Presentation Linkbase Document. | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed or furnished herewith. |
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 23, 2020.May 6, 2021.
W&T OFFSHORE, INC. | |
By: | /s/ Janet Yang |
Janet Yang | |
Executive Vice President and Chief Financial Officer (Principal Financial Officer), duly authorized to sign on behalf of the registrant |