UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: June 30, 2016
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: 001-34574
TRANSATLANTIC PETROLEUM LTD.
(Exact name of registrant as specified in its charter)
Bermuda |
None |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
|
16803 Dallas Parkway Addison, Texas |
75001 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (214) 220-4323
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant is required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
¨ |
|
|
|
|
|||
Non-accelerated filer |
|
¨ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 8, 2016, the registrant had 47,160,617 common shares outstanding.
TRANSATLANTIC PETROLEUM LTD.
(in thousands of U.S. Dollars, except share data)
|
June 30, |
|
|
December 31, |
|
||
|
2016 |
|
|
2015 |
|
||
ASSETS |
(unaudited) |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
1,600 |
|
|
$ |
7,480 |
|
Restricted cash |
|
7,168 |
|
|
|
3,758 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
Oil and natural gas sales |
|
18,864 |
|
|
|
14,169 |
|
Joint interest and other |
|
5,905 |
|
|
|
5,885 |
|
Related party |
|
479 |
|
|
|
414 |
|
Prepaid and other current assets |
|
3,569 |
|
|
|
2,807 |
|
Derivative asset |
|
913 |
|
|
|
3,235 |
|
Assets held for sale |
|
1,579 |
|
|
|
51,511 |
|
Total current assets |
|
40,077 |
|
|
|
89,259 |
|
Property and equipment: |
|
|
|
|
|
|
|
Oil and natural gas properties (successful efforts methods) |
|
|
|
|
|
|
|
Proved |
|
274,115 |
|
|
|
271,080 |
|
Unproved |
|
31,346 |
|
|
|
31,135 |
|
Equipment and other property |
|
36,426 |
|
|
|
36,708 |
|
|
|
341,887 |
|
|
|
338,923 |
|
Less accumulated depreciation, depletion and amortization |
|
(164,723 |
) |
|
|
(148,218 |
) |
Property and equipment, net |
|
177,164 |
|
|
|
190,705 |
|
Other long-term assets: |
|
|
|
|
|
|
|
Other assets |
|
3,145 |
|
|
|
3,355 |
|
Note receivable - related party |
|
7,964 |
|
|
|
11,500 |
|
Derivative asset |
|
2,001 |
|
|
|
3,370 |
|
Total other assets |
|
13,110 |
|
|
|
18,225 |
|
Total assets |
$ |
230,351 |
|
|
$ |
298,189 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable |
$ |
12,811 |
|
|
$ |
12,675 |
|
Accounts payable - related party |
|
2,122 |
|
|
|
2,684 |
|
Accrued liabilities |
|
14,524 |
|
|
|
10,583 |
|
Loans payable |
|
25,223 |
|
|
|
37,006 |
|
Loans payable - related party |
|
3,593 |
|
|
|
3,593 |
|
Liabilities held for sale - related party |
|
- |
|
|
|
3,540 |
|
Liabilities held for sale |
|
16,017 |
|
|
|
65,649 |
|
Total current liabilities |
|
74,290 |
|
|
|
135,730 |
|
Long-term liabilities: |
|
|
|
|
|
|
|
Asset retirement obligations |
|
9,484 |
|
|
|
9,237 |
|
Accrued liabilities |
|
12,101 |
|
|
|
11,940 |
|
Deferred income taxes |
|
27,775 |
|
|
|
27,360 |
|
Loans payable |
|
34,350 |
|
|
|
34,400 |
|
Loans payable - related party |
|
20,650 |
|
|
|
20,600 |
|
Total long-term liabilities |
|
104,360 |
|
|
|
103,537 |
|
Total liabilities |
|
178,650 |
|
|
|
239,267 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
Shareholders' equity: |
|
|
|
|
|
|
|
Common shares, $0.10 par value, 100,000,000 shares authorized; 47,160,617 shares and 41,017,777 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively |
|
4,716 |
|
|
|
4,102 |
|
Treasury stock |
|
(970 |
) |
|
|
(970 |
) |
Additional paid-in-capital |
|
573,034 |
|
|
|
569,365 |
|
Accumulated other comprehensive loss |
|
(120,881 |
) |
|
|
(121,590 |
) |
Accumulated deficit |
|
(404,198 |
) |
|
|
(391,985 |
) |
Total shareholders' equity |
|
51,701 |
|
|
|
58,922 |
|
Total liabilities and shareholders' equity |
$ |
230,351 |
|
|
$ |
298,189 |
|
The accompanying notes are an integral part of these consolidated financial statements.
2
TRANSATLANTIC PETROLEUM LTD.
Consolidated Statements of Comprehensive (Loss) Income
(Unaudited)
(U.S. Dollars and shares in thousands, except per share amounts)
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
June 30, |
|
|
June 30, |
|
||||||||||
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales |
$ |
16,162 |
|
|
$ |
24,513 |
|
|
$ |
30,688 |
|
|
$ |
49,921 |
|
Sales of purchased natural gas |
|
1,520 |
|
|
|
490 |
|
|
|
2,546 |
|
|
|
788 |
|
Other |
|
16 |
|
|
|
50 |
|
|
|
30 |
|
|
|
101 |
|
Total revenues |
|
17,698 |
|
|
|
25,053 |
|
|
|
33,264 |
|
|
|
50,810 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production |
|
3,069 |
|
|
|
3,334 |
|
|
|
5,955 |
|
|
|
6,955 |
|
Exploration, abandonment and impairment |
|
128 |
|
|
|
4,093 |
|
|
|
1,433 |
|
|
|
4,440 |
|
Cost of purchased natural gas |
|
1,341 |
|
|
|
469 |
|
|
|
2,237 |
|
|
|
735 |
|
Seismic and other exploration |
|
15 |
|
|
|
93 |
|
|
|
81 |
|
|
|
151 |
|
General and administrative |
|
3,899 |
|
|
|
6,692 |
|
|
|
8,742 |
|
|
|
13,815 |
|
Depreciation, depletion and amortization |
|
7,807 |
|
|
|
8,956 |
|
|
|
15,773 |
|
|
|
20,010 |
|
Accretion of asset retirement obligations |
|
96 |
|
|
|
93 |
|
|
|
188 |
|
|
|
189 |
|
Total costs and expenses |
|
16,355 |
|
|
|
23,730 |
|
|
|
34,409 |
|
|
|
46,295 |
|
Operating income (loss) |
|
1,343 |
|
|
|
1,323 |
|
|
|
(1,145 |
) |
|
|
4,515 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other expense |
|
(2,614 |
) |
|
|
(3,343 |
) |
|
|
(5,270 |
) |
|
|
(6,451 |
) |
Interest and other income |
|
190 |
|
|
|
188 |
|
|
|
402 |
|
|
|
351 |
|
(Loss) gain on commodity derivative contracts |
|
(3,003 |
) |
|
|
(3,274 |
) |
|
|
(2,232 |
) |
|
|
538 |
|
Foreign exchange (loss) gain |
|
(611 |
) |
|
|
805 |
|
|
|
(269 |
) |
|
|
(5,646 |
) |
Total other expense |
|
(6,038 |
) |
|
|
(5,624 |
) |
|
|
(7,369 |
) |
|
|
(11,208 |
) |
Loss from continuing operations before income taxes |
|
(4,695 |
) |
|
|
(4,301 |
) |
|
|
(8,514 |
) |
|
|
(6,693 |
) |
Income tax expense |
|
(1,849 |
) |
|
|
(1,388 |
) |
|
|
(3,596 |
) |
|
|
(3,019 |
) |
Net loss from continuing operations |
|
(6,544 |
) |
|
|
(5,689 |
) |
|
|
(12,110 |
) |
|
|
(9,712 |
) |
Loss from discontinued operations before income taxes |
|
(118 |
) |
|
|
(2,135 |
) |
|
|
(1,056 |
) |
|
|
(3,715 |
) |
Gain on disposal of discontinued operations |
|
- |
|
|
|
- |
|
|
|
749 |
|
|
|
- |
|
Income tax benefit |
|
- |
|
|
|
574 |
|
|
|
204 |
|
|
|
683 |
|
Net loss from discontinued operations |
|
(118 |
) |
|
|
(1,561 |
) |
|
|
(103 |
) |
|
|
(3,032 |
) |
Net loss |
$ |
(6,662 |
) |
|
$ |
(7,250 |
) |
|
$ |
(12,213 |
) |
|
$ |
(12,744 |
) |
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(2,265 |
) |
|
|
(4,917 |
) |
|
|
709 |
|
|
|
(28,536 |
) |
Comprehensive loss |
$ |
(8,927 |
) |
|
$ |
(12,167 |
) |
|
$ |
(11,504 |
) |
|
$ |
(41,280 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net loss per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
$ |
(0.16 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.24 |
) |
Discontinued operations |
$ |
(0.00 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.07 |
) |
Weighted average common shares outstanding |
|
41,001 |
|
|
|
40,973 |
|
|
|
40,870 |
|
|
|
40,870 |
|
Diluted net loss per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
$ |
(0.16 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.24 |
) |
Discontinued operations |
$ |
(0.00 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.07 |
) |
Weighted average common and common equivalent shares outstanding |
|
41,001 |
|
|
|
40,973 |
|
|
|
40,870 |
|
|
|
40,870 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3
TRANSATLANTIC PETROLEUM LTD.
Consolidated Statement of Equity
(Unaudited)
(U.S. Dollars and shares in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
Total |
|
|||
|
Common |
|
|
Treasury |
|
|
|
|
|
|
Common |
|
|
Treasury |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Accumulated |
|
|
Shareholders' |
|
||||||||
|
Shares |
|
|
Shares |
|
|
Warrants |
|
|
Shares |
|
|
Stock |
|
|
Capital |
|
|
Loss |
|
|
Deficit |
|
|
Equity |
|
|||||||||
Balance at December 31, 2015 |
|
41,018 |
|
|
|
333 |
|
|
|
699 |
|
|
$ |
4,102 |
|
|
$ |
(970 |
) |
|
$ |
569,365 |
|
|
$ |
(121,590 |
) |
|
$ |
(391,985 |
) |
|
$ |
58,922 |
|
Issuance of common shares |
|
5,998 |
|
|
|
- |
|
|
|
- |
|
|
|
600 |
|
|
|
- |
|
|
|
3,370 |
|
|
|
- |
|
|
|
- |
|
|
|
3,970 |
|
Issuance of restricted stock units |
|
145 |
|
|
|
- |
|
|
|
- |
|
|
|
14 |
|
|
|
- |
|
|
|
(14 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Tax withholding on restricted stock units |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(41 |
) |
|
|
- |
|
|
|
- |
|
|
|
(41 |
) |
Share-based compensation |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
354 |
|
|
|
- |
|
|
|
- |
|
|
|
354 |
|
Foreign currency translation adjustment |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
709 |
|
|
|
- |
|
|
|
709 |
|
Net loss |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(12,213 |
) |
|
|
(12,213 |
) |
Balance at June 30, 2016 |
|
47,161 |
|
|
|
333 |
|
|
|
699 |
|
|
$ |
4,716 |
|
|
$ |
(970 |
) |
|
$ |
573,034 |
|
|
$ |
(120,881 |
) |
|
$ |
(404,198 |
) |
|
$ |
51,701 |
|
The accompanying notes are an integral part of these consolidated financial statements.
4
TRANSATLANTIC PETROLEUM LTD.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands of U.S. Dollars)
|
For the Six Months Ended |
|
|||||
|
June 30, |
|
|||||
|
2016 |
|
|
2015 |
|
||
Operating activities: |
|
|
|
|
|
|
|
Net loss |
$ |
(12,213 |
) |
|
$ |
(12,744 |
) |
Adjustment for net (gain) loss from discontinued operations |
|
103 |
|
|
|
3,032 |
|
Net loss from continuing operations |
|
(12,110 |
) |
|
|
(9,712 |
) |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
Share-based compensation |
|
354 |
|
|
|
814 |
|
Foreign currency loss |
|
357 |
|
|
|
6,760 |
|
Loss (gain) on commodity derivative contracts |
|
2,232 |
|
|
|
(538 |
) |
Cash settlement on commodity derivative contracts |
|
1,459 |
|
|
|
7,248 |
|
Amortization on loan financing costs |
|
331 |
|
|
|
445 |
|
Deferred income tax expense |
|
684 |
|
|
|
560 |
|
Exploration, abandonment and impairment |
|
1,433 |
|
|
|
4,440 |
|
Depreciation, depletion and amortization |
|
15,773 |
|
|
|
20,010 |
|
Accretion of asset retirement obligations |
|
188 |
|
|
|
189 |
|
Vendor settlements |
|
- |
|
|
|
(236 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
(4,514 |
) |
|
|
12,256 |
|
Prepaid expenses and other assets |
|
(283 |
) |
|
|
443 |
|
Accounts payable and accrued liabilities |
|
5,692 |
|
|
|
(14,479 |
) |
Net cash provided by operating activities from continuing operations |
|
11,596 |
|
|
|
28,200 |
|
Net cash used in operating activities from discontinued operations |
|
(202 |
) |
|
|
(6,392 |
) |
Net cash provided by operating activities |
|
11,394 |
|
|
|
21,808 |
|
Investing activities: |
|
|
|
|
|
|
|
Additions to oil and natural gas properties |
|
(3,182 |
) |
|
|
(10,433 |
) |
Restricted cash |
|
(3,399 |
) |
|
|
- |
|
Additions to equipment and other properties |
|
(139 |
) |
|
|
(2,903 |
) |
Net cash used in investing activities from continuing operations |
|
(6,720 |
) |
|
|
(13,336 |
) |
Net cash used in investing activities from discontinued operations |
|
- |
|
|
|
(7,083 |
) |
Net cash used in investing activities |
|
(6,720 |
) |
|
|
(20,419 |
) |
Financing activities: |
|
|
|
|
|
|
|
Issuance of common shares |
|
1,658 |
|
|
|
- |
|
Tax withholding on restricted share units |
|
(41 |
) |
|
|
(391 |
) |
Loan proceeds |
|
- |
|
|
|
7,600 |
|
Loan repayment |
|
(12,152 |
) |
|
|
(8,330 |
) |
Net cash used in financing activities from continuing operations |
|
(10,535 |
) |
|
|
(1,121 |
) |
Net cash used in financing activities from discontinued operations |
|
- |
|
|
|
(14,819 |
) |
Net cash used in financing activities |
|
(10,535 |
) |
|
|
(15,940 |
) |
Effect of exchange rate on cash flows and cash equivalents |
|
(19 |
) |
|
|
(1,258 |
) |
Net decrease in cash and cash equivalents |
|
(5,880 |
) |
|
|
(15,809 |
) |
Cash and cash equivalents, beginning of period |
|
7,480 |
|
|
|
35,132 |
|
Cash and cash equivalents, end of period |
$ |
1,600 |
|
|
$ |
19,323 |
|
Supplemental disclosures: |
|
|
|
|
|
|
|
Cash paid for interest |
$ |
3,216 |
|
|
$ |
3,551 |
|
Cash paid for taxes |
$ |
263 |
|
|
$ |
1,390 |
|
Supplemental non-cash financing activities: |
|
|
|
|
|
|
|
Issuance of common shares |
$ |
2,312 |
|
|
$ |
- |
|
Repayment of the prepayment agreement |
$ |
- |
|
|
$ |
2,130 |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
Transatlantic Petroleum Ltd.
Notes to Consolidated Financial Statements
(Unaudited)
1. General
Nature of operations
TransAtlantic Petroleum Ltd. (together with its subsidiaries, “we,” “us,” “our,” the “Company” or “TransAtlantic”) is an international oil and natural gas company engaged in acquisition, exploration, development and production. We have focused our operations in countries that have established, yet underexplored petroleum systems, are net importers of petroleum, have an existing petroleum transportation infrastructure and provide favorable commodity pricing, royalty rates and tax rates to exploration and production companies. We hold interests in developed and undeveloped oil and natural gas properties in Turkey and Bulgaria. As of August 8, 2016, approximately 36% of our outstanding common shares were beneficially owned by N. Malone Mitchell 3rd, our chief executive officer and chairman of our board of directors.
TransAtlantic is a holding company with two operating segments – Turkey and Bulgaria. Its assets consist of its ownership interests in subsidiaries that primarily own assets in Turkey and Bulgaria.
Basis of presentation
Our consolidated financial statements are expressed in U.S. Dollars and have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All amounts in the notes to the consolidated financial statements are in U.S. Dollars unless otherwise indicated. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews estimates, including those related to fair value measurements associated with acquisitions and financial derivatives, the recoverability and impairment of long-lived assets, contingencies and income taxes. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. During the six months ended June 30, 2016, we reclassified certain balance sheet amounts previously reported on our consolidated balance sheet at December 31, 2015 to conform to current year presentation.
Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2015.
2. Going concern
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. These principles assume that we will be able to realize our assets and discharge our obligations in the normal course of operations for the foreseeable future.
We incurred a net loss of $12.2 million for the six months ended June 30, 2016, which included net loss from discontinued operations of $0.1 million. At June 30, 2016, the outstanding principal amount of our debt was $84.7 million (excluding unamortized deferred financing costs), and we had a working capital deficit (excluding assets and liabilities held for sale) of $19.8 million.
Due to the significant decline in Brent crude oil prices during 2015, the borrowing base under our senior credit facility (the “Senior Credit Facility”) with BNP Paribas (Suisse) SA (“BNP Paribas”) and the International Finance Corporation (“IFC”, and together with BNP Paribas, the “Lenders”) was decreased to $5.4 million effective April 1, 2016. The decline in the borrowing base resulted in a $18.8 million borrowing base deficiency under the Senior Credit Facility as of June 30, 2016.
On April 19, 2016, we entered into a second waiver and consent to credit agreement (the “Second Waiver and Consent”) with BNP Paribas and IFC, which granted us a conditional waiver of defaults under the Senior Credit Facility and the current ratio financial covenant non-compliance at December 31, 2015, and March 31, June 30, and September 30, 2016. The Second Waiver and Consent also permitted the borrowers to make certain limited transfers and withdrawals from the collection accounts pledged to the Lenders under the Senior Credit Facility.
6
The Second Waiver and Consent included certain conditions, including the following:
|
(i) |
The borrowing base deficiency must be repaid by September 30, 2016 (provided that the Lenders may, in their sole and absolute discretion, agree in writing to extend such date to December 31, 2016) (the “Waiver Period”); |
|
(ii) |
All monthly hedge settlement proceeds shall be used to pay down debt outstanding under the Senior Credit Facility; |
|
(iii) |
Net proceeds from certain asset sales shall be used to prepay loans outstanding under the Senior Credit Facility; |
|
(iv) |
On or before May 15, 2016, the Company shall have entered into a binding purchase and sale agreement for the sale of all of the equity interests in, or all or substantially all of the assets of, Thrace Basin Natural Gas (Turkiye) Corporation (“TBNG”); |
|
(v) |
By June 30, 2016, the Lenders shall be granted a security interest over all of the equity interests in, and assets and property of, TBNG; and |
|
(vi) |
On or before September 30, 2016, all holders of our 13.0% convertible notes due 2017 (the “2017 Notes”) shall either (a) convert their debt interest under the 2017 Notes into equity interest, or (b) agree to extend the maturity of the 2017 Notes to April 1, 2019 or later on substantially identical terms. |
As of June 30, 2016, we had $24.2 million of outstanding borrowings under the Senior Credit Facility, a borrowing base deficiency of $18.8 million and no availability. In addition, we were not in compliance with certain covenants in the Second Waiver and Consent, including the requirement to enter into a binding purchase and sale agreement for TBNG by May 15, 2016. We continue to work with the Lenders to satisfy these conditions and restructure our Senior Credit Facility obligations. Subsequent to June 30, 2016, we repaid $0.9 million of principal under the Senior Credit Facility, reducing the outstanding balance to $23.3 million and the borrowing base deficiency to $17.9 million as of August 8, 2016. In addition, as of June 30, 2016 and August 8, 2016, the Lenders held $7.2 million and $12.0 million, respectively, of restricted cash in our collection accounts in Turkey.
Even if we obtain the funds to repay our borrowing base deficiency, we will need some form of debt restructuring, capital raising effort or asset sale in order to fund our operations and meet our substantial debt service obligations of approximately $29.7 million in 2016 and $55.0 million in 2017. We have engaged Seaport Global Inc. as an independent advisor, and our management is actively pursuing improving our working capital position and/or restructuring our future debt service obligations in order to remain a going concern for the foreseeable future.
As a result there is substantial doubt regarding our ability to continue as a going concern.
Management believes the going concern assumption to be appropriate for these consolidated financial statements. If the going concern assumption was not appropriate, adjustments would be necessary to the carrying values of assets and liabilities, reported revenues and expenses, and in the balance sheet classifications used in these consolidated financial statements.
3. Recent accounting pronouncements
In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), an amendment to Accounting Standards Codification (“ASC”) Subtopic 330-10. The amendment states that entities should measure inventory at the lower of cost and net realizable value. The amendment does not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendment applies to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. ASU 2015-11 is effective for fiscal years beginning after December 31, 2016, including interim periods within those fiscal years. We are currently assessing the potential impact of ASU 2015-11 on our consolidated financial statements and results of operations.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”). ASU 2016-08 does not change the core principle of Topic 606 but clarifies the implementation guidance on principal versus agent considerations. ASU 2016-08 is effective for the annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-08 on our consolidated financial statements and results of operations.
In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. We are currently assessing the potential impact of ASU 2016-09 on our consolidated financial statements and results of operations.
7
In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). ASU 2016-10 does not change the core principle of Topic 606 but clarifies the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective for annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-10 on our consolidated financial statements and results of operations.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for a fiscal year beginning after December 15, 2018, including interim periods within that fiscal year. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We are currently assessing the potential impact of ASU 2016-13 on our consolidated financial statements and results of operations.
We have reviewed other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on our consolidated results of operations, financial position and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations.
4. Property and equipment
Oil and natural gas properties
The following table sets forth the capitalized costs under the successful efforts method for our oil and natural gas properties as of:
|
June 30, 2016 |
|
|
December 31, 2015 |
|
||
|
(in thousands) |
|
|||||
Oil and natural gas properties, proved: |
|
|
|
|
|
|
|
Turkey |
$ |
273,619 |
|
|
$ |
270,591 |
|
Bulgaria |
|
496 |
|
|
|
489 |
|
Total oil and natural gas properties, proved |
|
274,115 |
|
|
|
271,080 |
|
Oil and natural gas properties, unproved: |
|
|
|
|
|
|
|
Turkey |
|
31,346 |
|
|
|
31,135 |
|
Total oil and natural gas properties, unproved |
|
31,346 |
|
|
|
31,135 |
|
Gross oil and natural gas properties |
|
305,461 |
|
|
|
302,215 |
|
Accumulated depletion |
|
(154,645 |
) |
|
|
(139,002 |
) |
Net oil and natural gas properties |
$ |
150,816 |
|
|
$ |
163,213 |
|
At June 30, 2016 and December 31, 2015, we excluded $0.1 million and $0.7 million, respectively, from the depletion calculation for proved development wells currently in progress and for costs associated with fields currently not in production.
At June 30, 2016, the capitalized costs of our oil and natural gas properties, net of accumulated depletion, included $18.8 million relating to acquisition costs of proved properties, which are being depleted by the unit-of-production method using total proved reserves, and $100.6 million relating to well costs and additional development costs, which are being depleted by the unit-of-production method using proved developed reserves.
At December 31, 2015, the capitalized costs of our oil and natural gas properties included $20.0 million relating to acquisition costs of proved properties, which are being amortized by the unit-of-production method using total proved reserves, and $111.4 million relating to well costs and additional development costs, which are being amortized by the unit-of-production method using proved developed reserves
8
Impairments of proved properties and impairment of exploratory well costs
Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate the carrying value of such properties may not be recoverable. We primarily use Level 3 inputs to determine fair value, including but are not limited to, estimates of proved reserves, future commodity prices, the timing and amount of future production and capital expenditures and discount rates commensurate with the risk reflective of the lives remaining for the respective oil and natural gas properties.
During the three and six months ended June 30, 2016, we recorded $0.1 million and $1.4 million, respectively, of impairment of proved properties and exploratory well costs, which are primarily measured using Level 3 inputs.
Capitalized cost greater than one year
As of June 30, 2016, we had $1.3 million and $2.2 million of exploratory well costs capitalized for the Hayrabolu-10 and Pinar-1 wells, respectively, in Turkey, which we spud in February 2013 and March 2014, respectively. The Hayrabolu-10 and Pinar-1 wells continue to be held for completion.
Equipment and other property
The historical cost of equipment and other property, presented on a gross basis with accumulated depreciation, is summarized as follows:
|
June 30, 2016 |
|
|
December 31, 2015 |
|
||
|
(in thousands) |
|
|||||
Inventory |
$ |
20,978 |
|
|
$ |
21,338 |
|
Leasehold improvements, office equipment and software |
|
7,836 |
|
|
|
7,794 |
|
Gas gathering system and facilities |
|
4,821 |
|
|
|
4,798 |
|
Other equipment |
|
2,390 |
|
|
|
2,378 |
|
Vehicles |
|
401 |
|
|
|
400 |
|
Gross equipment and other property |
|
36,426 |
|
|
|
36,708 |
|
Accumulated depreciation |
|
(10,078 |
) |
|
|
(9,216 |
) |
Net equipment and other property |
$ |
26,348 |
|
|
$ |
27,492 |
|
We classify our materials and supply inventory, including steel tubing and casing, as long-term assets because such materials will ultimately be classified as long-term assets when the material is used in the drilling of a well.
At June 30, 2016 and December 31, 2015, we excluded $21.0 million and $21.3 million of inventory, respectively, from depreciation as the inventory had not been placed into service.
5. Asset retirement obligations
The following table summarizes the changes in our asset retirement obligations (“ARO”) for the six months ended June 30, 2016 and for the year ended December 31, 2015:
|
June 30, 2016 |
|
|
December 31, 2015 |
|
||
|
(in thousands) |
|
|||||
Asset retirement obligations at beginning of period |
$ |
9,237 |
|
|
$ |
10,543 |
|
Change in estimates |
|
- |
|
|
|
385 |
|
Foreign exchange change effect |
|
59 |
|
|
|
(2,137 |
) |
Additions |
|
- |
|
|
|
78 |
|
Accretion expense |
|
188 |
|
|
|
368 |
|
Asset retirement obligations at end of period |
|
9,484 |
|
|
|
9,237 |
|
Less: current portion |
|
- |
|
|
|
- |
|
Long-term portion |
$ |
9,484 |
|
|
$ |
9,237 |
|
Our ARO is measured using primarily Level 3 inputs. The significant unobservable inputs to this fair value measurement include estimates of plugging costs, remediation costs, inflation rate and well life. The inputs are calculated based on historical data as well as current estimated costs.
9
6. Commodity derivative instruments
We use derivative contracts to hedge against the variability in cash flows associated with the forecasted sale of a portion of our future oil production. We have not designated the derivative contracts as hedges for accounting purposes, and accordingly, we record the derivative contracts at fair value and recognize changes in fair value in earnings as they occur.
To the extent that a legal right of offset exists, we net the value of our derivative contracts with the same counterparty in our consolidated balance sheets. All of our oil derivative contracts are settled based upon Brent crude oil pricing. We recognize gains and losses related to these contracts on a fair value basis in our consolidated statements of comprehensive (loss) income under the caption “(Loss) gain on commodity derivative contracts.” Settlements of derivative contracts are included in operating activities on our consolidated statements of cash flows under the caption “Cash settlement on commodity derivative contracts.”
During the three months ended June 30, 2016 and 2015, we recorded a net loss on commodity derivative contracts of $3.0 million and $3.3 million, respectively. During the six months ended June 30, 2016 and 2015, we recorded a net loss on commodity derivative contracts of $2.2 million and a net gain of $0.5 million, respectively.
At June 30, 2016 and December 31, 2015, we had outstanding contracts with respect to our future crude oil production as set forth in the tables below:
Fair Value of Derivative Instruments as of June 30, 2016
|
|
|
|
Puts |
|
|||||||||
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Estimated Fair |
|
||
|
|
|
|
Quantity |
|
|
Price |
|
|
Value of |
|
|||
Type |
|
Period |
|
(Bbl/day) |
|
|
(per Bbl) |
|
|
Asset |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
Put |
|
July 1, 2016— December 31, 2016 |
|
|
738 |
|
|
$ |
50.00 |
|
|
$ |
336 |
|
Put |
|
January 1, 2017— December 31, 2017 |
|
|
610 |
|
|
$ |
50.00 |
|
|
|
1,190 |
|
Put |
|
January 1, 2018— December 31, 2018 |
|
|
494 |
|
|
$ |
50.00 |
|
|
|
1,135 |
|
Put |
|
January 1, 2019— March 31, 2019 |
|
|
443 |
|
|
$ |
50.00 |
|
|
|
253 |
|
Total estimated fair value of asset |
|
|
|
|
|
|
|
|
|
|
|
$ |
2,914 |
|
Fair Value of Derivative Instruments as of December 31, 2015
|
|
|
|
Puts |
|
|||||||||
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Estimated Fair |
|
||
|
|
|
|
Quantity |
|
|
Price |
|
|
Value of |
|
|||
Type |
|
Period |
|
(Bbl/day) |
|
|
(per Bbl) |
|
|
Asset |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
Put |
|
January 1, 2016— December 31, 2016 |
|
|
808 |
|
|
$ |
50.00 |
|
|
$ |
3,235 |
|
Put |
|
January 1, 2017— December 31, 2017 |
|
|
610 |
|
|
$ |
50.00 |
|
|
|
1,798 |
|
Put |
|
January 1, 2018— December 31, 2018 |
|
|
494 |
|
|
$ |
50.00 |
|
|
|
1,292 |
|
Put |
|
January 1, 2019— March 31, 2019 |
|
|
443 |
|
|
$ |
50.00 |
|
|
|
280 |
|
Total estimated fair value of asset |
|
|
|
|
|
|
|
|
|
|
|
$ |
6,605 |
|
10
Balance sheet presentation
The following table summarizes both: (i) the gross fair value of our commodity derivative instruments by the appropriate balance sheet classification even when the commodity derivative instruments are subject to netting arrangements and qualify for net presentation in our consolidated balance sheets at June 30, 2016 and December 31, 2015, and (ii) the net recorded fair value as reflected on our consolidated balance sheets at June 30, 2016 and December 31, 2015.
|
|
|
|
As of June 30, 2016 |
|
|||||||||
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
Net Amount of |
|
||
|
|
|
|
Gross |
|
|
Offset in the |
|
|
Assets |
|
|||
|
|
|
|
Amount of |
|
|
Consolidated |
|
|
Presented in the |
|
|||
|
|
|
|
Recognized |
|
|
Balance |
|
|
Consolidated |
|
|||
Underlying Commodity |
|
Location on Balance Sheet |
|
Assets |
|
|
Sheet |
|
|
Balance Sheet |
|
|||
|
|
|
|
(in thousands) |
|
|||||||||
Crude oil |
|
Current assets |
|
$ |
913 |
|
|
$ |
- |
|
|
$ |
913 |
|
Crude oil |
|
Long-term assets |
|
$ |
2,001 |
|
|
$ |
- |
|
|
$ |
2,001 |
|
|
|
|
|
As of December 31, 2015 |
|
|||||||||
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
Net Amount of |
|
||
|
|
|
|
Gross |
|
|
Offset in the |
|
|
Assets |
|
|||
|
|
|
|
Amount of |
|
|
Consolidated |
|
|
Presented in the |
|
|||
|
|
|
|
Recognized |
|
|
Balance |
|
|
Consolidated |
|
|||
Underlying Commodity |
|
Location on Balance Sheet |
|
Assets |
|
|
Sheet |
|
|
Balance Sheet |
|
|||
|
|
|
|
(in thousands) |
|
|||||||||
Crude oil |
|
Current assets |
|
$ |
3,235 |
|
|
$ |
- |
|
|
$ |
3,235 |
|
Crude oil |
|
Long-term assets |
|
$ |
3,370 |
|
|
$ |
- |
|
|
$ |
3,370 |
|
7. Loans payable
As of the dates indicated, our third-party debt consisted of the following:
|
June 30, |
|
|
December 31, |
|
||
|
2016 |
|
|
2015 |
|
||
Fixed and floating rate loans |
(in thousands) |
|
|||||
2017 Notes |
$ |
34,350 |
|
|
$ |
34,400 |
|
2017 Notes - Related Party |
|
20,650 |
|
|
|
20,600 |
|
Senior Credit Facility |
|
24,243 |
|
|
|
32,075 |
|
Unamortized deferred financing cost - Senior Credit Facility and 2017 Notes |
|
(892 |
) |
|
|
(1,260 |
) |
TBNG credit facility |
|
872 |
|
|
|
5,192 |
|
ANBE Note |
|
3,593 |
|
|
|
3,592 |
|
West Promissory Notes |
|
1,000 |
|
|
|
1,000 |
|
Loans payable |
|
83,816 |
|
|
|
95,599 |
|
Less: current portion |
|
28,816 |
|
|
|
40,599 |
|
Long-term portion |
$ |
55,000 |
|
|
$ |
55,000 |
|
Senior Credit Facility
On May 6, 2014, certain of our wholly owned subsidiaries entered into the Senior Credit Facility with BNP Paribas and IFC. The Senior Credit Facility is guaranteed by us and each of TransAtlantic Petroleum (USA) Corp. (“TransAtlantic USA”) and TransAtlantic Worldwide, Ltd. (each, a “Guarantor”).
11
The borrowing base amount is re-determined semi-annually on April 1st and October 1st of each year. The April 1, 2016 redetermination resulted in a $5.4 million borrowing base and a $18.8 million borrowing base deficiency under the Senior Credit Facility as of June 30, 2016. Loans under the Senior Credit Facility accrue interest at a rate of three-month LIBOR plus 5.00% per annum (5.63% at June 30, 2016), except as described below. The borrowing base amount equals, for any calculation date, the lowest of:
|
· |
the debt value which results in the field life coverage ratio for such calculation date being 1.50 to 1.00; and |
|
· |
the debt value which results in the loan life coverage ratio for such calculation date being 1.30 to 1.00. |
On April 19, 2016, we entered into the Second Waiver and Consent with BNP Paribas and IFC, which granted us a conditional waiver of defaults under the Senior Credit Facility and permitted the borrowers to make certain limited transfers and withdrawals from the collection accounts pledged to the Lenders under the Senior Credit Facility. The Second Waiver and Consent also waived non-compliance with the current ratio financial covenant in the Senior Credit Facility on each of December 31, 2015, and March 31, June 30, and September 30, 2016.
The Second Waiver and Consent included certain conditions, including the following:
|
(i) |
The borrowing base deficiency must be repaid by September 30, 2016 (provided that the Lenders may, in their sole and absolute discretion, agree in writing to extend such date to December 31, 2016); |
|
(ii) |
All monthly hedge settlement proceeds shall be used to pay down debt outstanding under the Senior Credit Facility; |
|
(iii) |
Net proceeds from certain asset sales shall be used to prepay loans outstanding under the Senior Credit Facility; |
|
(iv) |
On or before May 15, 2016, the Company shall have entered into a binding purchase and sale agreement for the sale of all of the equity interests in, or all or substantially all of the assets of, TBNG; |
|
(v) |
By June 30, 2016, the Lenders shall be granted a security interest over all of the equity interest in, and assets and property of, TBNG; and |
|
(vi) |
On or before September 30, 2016, all holders of the 2017 Notes shall either (a) convert their debt interest under the 2017 Notes into equity interest, or (b) agree to extend the maturity of the 2017 Notes to April 1, 2019 or later on substantially identical terms. |
Pursuant to the Second Waiver and Consent, as of April 19, 2016, the Lenders’ aggregate commitments were reduced to $30.5 million, with individual commitments of $15.2 million each, and shall be further reduced by the amount of any payments under the Senior Credit Facility. During the Waiver Period, interest on the borrowing base deficiency will accrue at a rate of three-month LIBOR plus 7.00% per annum (7.63% at June 30, 2016).
As of June 30, 2016, we had $24.2 million of outstanding borrowings under the Senior Credit Facility, a borrowing base deficiency of $18.8 million and no availability. In addition, we were not in compliance with certain covenants in the Second Waiver and Consent, including the requirement to enter into a binding purchase and sale agreement for TBNG by May 15, 2016. We continue to work with the Lenders to satisfy these conditions and restructure our Senior Credit Facility obligations. Subsequent to June 30, 2016, we repaid $0.9 million of principal under the Senior Credit Facility, reducing the outstanding balance to $23.3 million and the borrowing base deficiency to $17.9 million, as of August 8, 2016. In addition, as of June 30, 2016 and August 8, 2016, the Lenders held $7.2 million and $12.0 million, respectively, of restricted cash in our collection accounts in Turkey.
As of August 8, 2016, we had granted a security interest in favor of the Lenders over all of the equity interests in, and moveable assets of, TBNG, and were in the process of granting a security interest in favor of the Lenders over all present and future receivables of TBNG. We are also in active negotiations with third party purchasers for the sale of TBNG. We have engaged Seaport Global Inc. as an independent advisor, and our management is actively pursuing alternate structures for the 2017 Notes.
We have classified all borrowings under the Senior Credit Facility as short-term debt as of June 30, 2016 due to the uncertainty regarding our ability to comply with the covenants in the Senior Credit Facility for the next twelve months.
12
2017 Notes
As of June 30, 2016, we had $55.0 million aggregate principal amount of outstanding 2017 Notes. The 2017 Notes bear interest at a rate of 13.0% per annum and mature on July 1, 2017. The 2017 Notes are convertible at any time, at the election of a holder, into our common shares at a conversion price of $6.80 per share.
On June 30, 2016, we issued 2,905,737 common shares in a private placement to certain holders of the 2017 Notes, at the election of such holders to receive common shares in lieu of cash interest on the 2017 Notes (see Note 9, “Shareholders’ equity”).
TBNG credit facility
TBNG has a fully-drawn credit facility with a Turkish bank. During the second quarter of 2016, the facility was amended and the monthly principal installments were deferred until August 29, 2016. The facility may be prepaid without penalty. The facility is secured by a lien on a Turkish real estate property owned by Gundem Turizm Yatirim ve Isletmeleri Anonim Sirketi (“Gundem”), which is 97.5% beneficially owned by Mr. Mitchell and his children. At June 30, 2016, TBNG owed $0.9 million under the credit facility and had no availability.
West Promissory Notes
In August 2015, TransAtlantic USA entered into promissory notes (the “Promissory Notes”) with each of Mary West CRT 2 LLC and Gary West CRT 2 LLC, shareholders of the Company (collectively, the “Holders”), whereby TransAtlantic USA could borrow up to $1.5 million under each Promissory Note to fund our share repurchase program. The Holders are managed by Randy Rochman, an observer of our board of directors.
On August 21, 2015, TransAtlantic USA borrowed $500,000 under each Promissory Note. Pursuant to the terms of the Promissory Notes, the Holders are granted a first priority lien and security interest in all of our common shares purchased under our share repurchase program. Loans under the Promissory Notes accrue interest at a rate of 9.00% per annum and mature on October 1, 2016. The Promissory Notes are guaranteed by us. As of June 30, 2016, we had borrowed $1.0 million under the Promissory Notes and had no availability. The funds were used to purchase our common shares pursuant to our share repurchase program.
ANBE Note
On December 30, 2015, TransAtlantic USA entered into a $5.0 million draw down convertible promissory note (the “Note”) with ANBE Holdings, L.P. (“ANBE”), an entity owned by the children of the Company’s chairman and chief executive officer, N. Malone Mitchell 3rd, and controlled by an entity managed by Mr. Mitchell and his wife. The Note bears interest at a rate of 13.0% per annum. On December 30, 2015, the Company borrowed $3.6 million under the Note (the “Initial Advance”) for general corporate purposes.
On June 30, 2016, TransAtlantic USA entered into an extension of the Note (the “Extension”) with ANBE. The Extension extended the date on which the Company could request advances under the Note from June 15, 2016 to August 15, 2016 and extended the maturity date of the Note from June 30, 2016 to August 31, 2016. As of June 30, 2016, the Company had borrowed $3.6 million under the Note and had availability of $1.4 million.
Advances under the Note may be converted, at the election of ANBE, any time after the NYSE MKT approves the Company’s application to list the additional common shares issuable pursuant to the conversion feature of the Note and prior to the maturity of the Note. The conversion price per common share for each advance is equal to 105% of the closing price of the Company’s common shares on the NYSE MKT on the trading date immediately prior to such advance. The conversion price of the Initial Advance is $1.3755 per share.
On June 30, 2016, we issued 355,826 common shares in a private placement to ANBE in lieu of cash interest on the Note (see Note 9, “Shareholders’ equity”).
13
8. Contingencies relating to production leases and exploration permits
Selmo
We are involved in litigation with persons who claim ownership of a portion of the surface at the Selmo oil field in Turkey. These cases are being vigorously defended by TransAtlantic Exploration Mediterranean International Pty Ltd (“TEMI”) and Turkish governmental authorities. We do not have enough information to estimate the potential additional operating costs we would incur in the event the purported surface owners’ claims are ultimately successful. Any adjustment arising out of the claims will be recorded when it becomes probable and measurable.
Morocco
During 2012, we were notified that the Moroccan government may seek to recover approximately $5.5 million in contractual obligations under our Tselfat exploration permit work program. In February 2013, the Moroccan government drew down our $1.0 million bank guarantee that was put in place to ensure our performance of the Tselfat exploration permit work program. Although we believe that the bank guarantee satisfies our contractual obligations, during 2012, we recorded $5.0 million in accrued liabilities relating to our Tselfat exploration permit for this contingency.
Bulgaria
During 2012, we were notified that the Bulgarian government may seek to recover approximately $2.0 million in contractual obligations under our Aglen exploration permit work program. Due to the Bulgarian government’s January 2012 ban on fracture stimulation and related activities, a force majeure event under the terms of the exploration permit was recognized by the government. Although we invoked force majeure, we recorded $2.0 million in general and administrative expense relating to our Aglen exploration permit during 2012 for this contractual obligation.
In October 2015, the Bulgarian Ministry of Energy and Economy filed a suit against our subsidiary, Direct Petroleum Bulgaria EOOD (“Direct Bulgaria”), claiming a $200,000 penalty for Direct Bulgaria’s alleged failure to fulfill the Aglen work program. We believe that Direct Bulgaria is not under any obligation to fulfill the work program until the 2012 force majeure event is rectified and intend to vigorously defend this claim.
Direct Petroleum
In July 2013, we entered into a second amendment (the “Amendment”) to the purchase agreement (the “Purchase Agreement”) with Direct Petroleum Exploration, LLC (“Direct”). The Amendment set forth a new obligation to drill and test the Deventci-R2 well by May 1, 2014. We completed the drilling and testing requirements pursuant to the Amendment during April 2014, which resulted in the reversal of a $2.5 million contingent liability recorded in 2011. The reversal was recognized in our consolidated statements of comprehensive income (loss) under the caption “Revaluation of contingent consideration” during the nine months ended September 30, 2014.
In December 2014, Direct filed suit against the Company alleging that it was due liquidated damages of $5.0 million worth of common shares of the Company pursuant to the Amendment. On March 15, 2016, the Company entered into a settlement agreement pursuant to which we agreed to issue 225,000 common shares to Direct in exchange for a mutual release of all current and future claims against the other party in connection with the Purchase Agreement. On April 17, 2016, the Company issued 225,000 common shares to Direct pursuant to a settlement agreement, and the court dismissed the lawsuit on April 28, 2016.
14
9. Shareholders’ equity
June 2016 share issuance
On June 30, 2016, we issued an aggregate of 5,773,305 common shares in private placements under the Securities Act of 1933, as amended (the “Securities Act”). Of the 5,773,305 common shares, (i) 2,905,737 common shares were issued to holders of the 2017 Notes at the election of such holders to receive common shares in lieu of cash interest on the 2017 Notes; (ii) 355,826 common shares were issued to ANBE in lieu of cash interest on the Note; and (iii) 2,511,742 common shares were issued for cash, which was used to pay cash interest to certain holders of the 2017 Notes. All of the shares were issued at a value of $0.6599 per share, which was equal to 75% of the 10-day volume weighted average price through the close of trading of the common shares on the NYSE MKT on June 29, 2016.
Direct settlement
On April 17, 2016, we issued 225,000 common shares to Direct pursuant to a settlement agreement.
Restricted stock units
We recorded share-based compensation expense of $0.2 million for awards of restricted stock units (“RSUs”) for each of the three months ended June 30, 2016 and 2015. We recorded share-based compensation expense of $0.4 million and $0.5 million for awards of RSUs for the six months ended June 30, 2016 and 2015, respectively.
As of June 30, 2016, we had approximately $0.6 million of unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 1.5 years.
Earnings per share
We account for earnings per share in accordance with ASC Subtopic 260-10, Earnings Per Share (“ASC 260-10”). ASC 260-10 requires companies to present two calculations of earnings per share: basic and diluted. Basic earnings per common share for the three and six months ended June 30, 2016 and 2015 equals net loss divided by the weighted average shares outstanding during the periods. Weighted average shares outstanding are equal to the weighted average of all shares outstanding for the period, excluding unvested RSUs. Diluted earnings per common share for the three and six months ended June 30, 2016 and 2015 are computed in the same manner as basic earnings per common share after assuming the issuance of common shares for all potentially dilutive common share equivalents, which includes RSUs. For the three and six months ended June 30, 2016, there were no dilutive securities included in the calculation of diluted earnings per share.
The following table presents the basic and diluted earnings per common share computations:
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
June 30 |
|
|
June 30 |
|
||||||||||
(in thousands, except per share amounts) |
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Net loss from continuing operations |
$ |
(6,544 |
) |
|
$ |
(5,689 |
) |
|
$ |
(12,110 |
) |
|
$ |
(9,712 |
) |
Net loss from discontinued operations |
$ |
(118 |
) |
|
$ |
(1,561 |
) |
|
$ |
(103 |
) |
|
$ |
(3,032 |
) |
Basic net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
41,001 |
|
|
|
40,973 |
|
|
|
40,870 |
|
|
|
40,870 |
|
Basic net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
$ |
(0.16 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.24 |
) |
Discontinued operations |
$ |
(0.00 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.07 |
) |
Diluted net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
41,001 |
|
|
|
40,973 |
|
|
|
40,870 |
|
|
|
40,870 |
|
Diluted net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
$ |
(0.16 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.24 |
) |
Discontinued operations |
$ |
(0.00 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.07 |
) |
15
10. Segment information
In accordance with ASC 280, Segment Reporting (“ASC 280”), we have two reportable geographic segments: Turkey and Bulgaria. Summarized financial information from continuing operations concerning our geographic segments is shown in the following table:
|
Corporate |
|
|
Turkey |
|
|
Bulgaria |
|
|
Total |
|
||||
|
(in thousands) |
|
|||||||||||||
For the three months ended June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
- |
|
|
$ |
17,698 |
|
|
$ |
- |
|
|
$ |
17,698 |
|
Loss from continuing operations before income taxes |
|
(3,990 |
) |
|
|
(567 |
) |
|
|
(138 |
) |
|
|
(4,695 |
) |
Capital expenditures |
$ |
- |
|
|
$ |
911 |
|
|
$ |
- |
|
|
$ |
911 |
|
For the three months ended June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
- |
|
|
$ |
25,053 |
|
|
|
|
|
|
$ |
25,053 |
|
(Loss) income from continuing operations before income taxes |
|
(5,405 |
) |
|
|
4,970 |
|
|
|
(3,866 |
) |
|
|
(4,301 |
) |
Capital expenditures |
$ |
108 |
|
|
$ |
4,418 |
|
|
$ |
- |
|
|
$ |
4,526 |
|
For the six months ended June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
$ |
33,264 |
|
|
|
|
|
|
$ |
33,264 |
|
(Loss) income from continuing operations before income taxes |
|
(8,990 |
) |
|
|
679 |
|
|
|
(203 |
) |
|
|
(8,514 |
) |
Capital expenditures |
$ |
- |
|
|
$ |
3,191 |
|
|
$ |
- |
|
|
$ |
3,191 |
|
For the six months ended June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
- |
|
|
$ |
50,810 |
|
|
$ |
- |
|
|
$ |
50,810 |
|
(Loss) income from continuing operations before income taxes |
|
(11,903 |
) |
|
|
9,177 |
|
|
|
(3,967 |
) |
|
|
(6,693 |
) |
Capital expenditures |
$ |
163 |
|
|
$ |
10,776 |
|
|
$ |
41 |
|
|
$ |
10,980 |
|
Segment assets(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2016 |
$ |
10,477 |
|
|
$ |
217,677 |
|
|
$ |
618 |
|
|
$ |
228,772 |
|
December 31, 2015 |
$ |
14,689 |
|
|
$ |
231,388 |
|
|
$ |
601 |
|
|
$ |
246,678 |
|
|
(1) |
Excludes assets from our discontinued Albanian and Moroccan operations of $1.6 million and $51.5 million at June 30, 2016 and December 31, 2015, respectively. |
11. Financial instruments
Cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and our loans payable were each estimated to have a fair value approximating the carrying amount at June 30, 2016 and December 31, 2015, due to the short maturity of those instruments.
Interest rate risk
We are exposed to interest rate risk as a result of our variable rate short-term cash holdings and borrowings under the Senior Credit Facility.
Foreign currency risk
We have underlying foreign currency exchange rate exposure. Our currency exposures relate to transactions denominated in the Canadian Dollar, Bulgarian Lev, European Union Euro, Romanian New Leu and Turkish Lira (“TRY”). We are also subject to foreign currency exposures resulting from translating the functional currency of our foreign subsidiary financial statements into the U.S. Dollar reporting currency. We have not used foreign currency forward contracts to manage exchange rate fluctuations. At June 30, 2016, we had 28.6 million TRY (approximately $9.9 million) in cash and cash equivalents and restricted cash, which exposes us to exchange rate risk based on fluctuations in the value of the TRY.
Commodity price risk
We are exposed to fluctuations in commodity prices for oil and natural gas. Commodity prices are affected by many factors, including, but not limited to, supply and demand. At June 30, 2016 and December 31, 2015, we were a party to commodity derivative contracts (see Note 6, “Commodity derivative instruments”).
16
Concentration of credit risk
The majority of our receivables are within the oil and natural gas industry, primarily from our industry partners and from government agencies. Included in receivables are amounts due from Turkiye Petrolleri Anonim Ortakligi, the national oil company of Turkey, and Turkiye Petrol Rafinerileri A.Ş., a privately owned oil refinery in Turkey, which purchases all of our oil production. The receivables are not collateralized. To date, we have experienced minimal bad debts from customers in Turkey. The majority of our cash and cash equivalents are held by three financial institutions in the United States and Turkey.
Fair value measurements
The following table summarizes the valuation of our financial assets and liabilities as of June 30, 2016:
|
Fair Value Measurement Classification |
|
|||||||||||||
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identical Assets or |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|||
|
Liabilities |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
|
|
|
|
|||
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
|
(in thousands) |
|
|||||||||||||
Measured on a recurring basis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
$ |
- |
|
|
$ |
2,914 |
|
|
$ |
- |
|
|
$ |
2,914 |
|
Disclosed but not carried at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Credit Facility |
|
- |
|
|
|
- |
|
|
|
(22,082 |
) |
|
|
(22,082 |
) |
2017 Notes |
|
- |
|
|
|
- |
|
|
|
(47,826 |
) |
|
|
(47,826 |
) |
Total |
$ |
- |
|
|
$ |
2,914 |
|
|
$ |
(69,908 |
) |
|
$ |
(66,994 |
) |
The following table summarizes the valuation of our financial assets and liabilities as of December 31, 2015:
|
Fair Value Measurement Classification |
|
|||||||||||||
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identical Assets or |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|||
|
Liabilities |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
|
|
|
|
|||
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
|
(in thousands) |
|
|||||||||||||
Measured on a recurring basis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
$ |
- |
|
|
$ |
6,605 |
|
|
$ |
- |
|
|
$ |
6,605 |
|
Disclosed but not carried at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Credit Facility |
|
- |
|
|
|
- |
|
|
|
(30,050 |
) |
|
|
(30,050 |
) |
2017 Notes |
|
- |
|
|
|
- |
|
|
|
(44,489 |
) |
|
|
(44,489 |
) |
Total |
$ |
- |
|
|
$ |
6,605 |
|
|
$ |
(74,539 |
) |
|
$ |
(67,934 |
) |
We remeasure our derivative contracts on a recurring basis, with changes flowing through earnings. At June 30, 2016 and December 31, 2015, the fair values of the Senior Credit Facility and 2017 Notes were estimated using a discounted cash flow analysis based on unobservable Level 3 inputs, including our own credit risk associated with the loans payable.
17
12. Related party transactions
The following table summarizes related party accounts receivable and accounts payable as of the dates indicated:
|
June 30, |
|
|
December 31, |
|
||
|
2016 |
|
|
2015 |
|
||
|
(in thousands) |
|
|||||
Related party accounts receivable: |
|
|
|
|
|
|
|
Riata Management service agreement |
$ |
230 |
|
|
$ |
194 |
|
PSIL MSA |
|
249 |
|
|
|
- |
|
Viking International master services agreement |
|
- |
|
|
|
220 |
|
Total related party accounts receivable |
$ |
479 |
|
|
$ |
414 |
|
Related party accounts payable: |
|
|
|
|
|
|
|
PSIL MSA |
$ |
1,818 |
|
|
$ |
- |
|
Riata Management service agreement |
|
304 |
|
|
|
384 |
|
Viking International master services agreement |
|
- |
|
|
|
2,300 |
|
Total related party accounts payable |
$ |
2,122 |
|
|
$ |
2,684 |
|
Services transactions
On March 3, 2016, Mr. Mitchell closed a transaction whereby he sold his interests in Viking Services B.V. (“Viking Services”), the beneficial owner of Viking International Limited (“Viking International”), Viking Petrol Sahasi Hizmetleri A.S. (“VOS”) and Viking Geophysical Services Ltd. (“Viking Geophysical”), to a third party. As part of the transaction, Mr. Mitchell acquired certain equipment used in the performance of stimulation, wireline, workover and similar services, which equipment is owned and operated by a new entity, Production Solutions International Petrol Arama Hizmetleri Anonim Sirketi (“PSIL”). PSIL is beneficially owned by Dalea Investment Group, LLC, which is controlled by Mr. Mitchell. Consequently, on March 3, 2016, TEMI entered into a master services agreement (the “PSIL MSA”) with PSIL on substantially similar terms to the current master services agreements with Viking International, VOS and Viking Geophysical. Pursuant to the PSIL MSA, PSIL performs the services on behalf of TEMI and its affiliates. The master service agreements with each of Viking International, VOS and Viking Geophysical will remain in effect through the remainder of the five-year term of the agreements ending on June 13, 2017.
Dalea Amended Note and Pledge Agreement
On April 19, 2016, we entered into a note amendment agreement (the “Note Amendment Agreement”) with Mr. Mitchell, and Dalea Partners, LP (“Dalea”), pursuant to which Dalea agreed to deliver an amended and restated promissory note (the “Amended Note”) in favor of us, in the principal sum of $7,964,053, which Amended Note would amend and restate that certain promissory note, dated June 13, 2012, made by Dalea in favor of us in the principal amount of $11.5 million (the “Original Note”). The Note Amendment Agreement reduced the principal amount of the Original Note to $8.0 million in exchange for the cancellation of an account payable of approximately $3.5 million (the “Account Payable”) owed by TransAtlantic Albania Ltd. (“TransAtlantic Albania”), a former subsidiary of the Company, to Viking International. We have indemnified a third party for any liability relating to the payment of the Account Payable.
Pursuant to the Note Amendment Agreement, on April 19, 2016, we entered into the Amended Note, which amended and restated the Original Note that was issued in connection with our sale of our subsidiaries, Viking International and Viking Geophysical Services, to a joint venture owned by Dalea and Abraaj Investment Management Limited in June 2012. In the Amended Note, we and Dalea acknowledged that (i) while the sale of Dalea’s interest in Viking Services enabled us to take the position that the Original Note was accelerated in accordance with its terms, the principal purpose of including the acceleration events in the Original Note was to ensure that certain oilfield services provided by Viking Services to us would continue to be available to us, and (ii) such services will now be provided pursuant to the PSIL MSA. PSIL is beneficially owned by Dalea Investment Group, LLC, which is controlled by Mr. Mitchell. As a result, the Amended Note revised the events triggering acceleration of the repayment of the Original Note to the following: (i) a reduction of ownership by Dalea (and other controlled affiliates of Mr. Mitchell) of equity interest in PSIL to less than 50%; (ii) the sale or transfer by Dalea or PSIL of all or substantially all of its assets to any person (a “Transferee”) that does not own a controlling interest in Dalea or PSIL and is not controlled by Mr. Mitchell (an “Unrelated Person”), or the subsequent transfer by any Transferee that is not an Unrelated Person of all or substantially all of its assets to an Unrelated Person; (iii) the acquisition by an Unrelated Person of more than 50% of the voting interests of Dalea or PSIL; (iv) termination of the PSIL MSA other than as a result of an uncured default thereunder by TEMI; (v) default by PSIL under the PSIL MSA, which default is not remedied within a period of 30 days after notice thereof to PSIL; and (vi) insolvency or bankruptcy of PSIL. The maturity date of the Amended Note was extended to June 13, 2019. The interest rate on the Amended Note remains at 3.0% per annum and continues to be guaranteed by Mr. Mitchell. The Amended Note contains customary events of default.
18
In addition, pursuant to the Note Amendment Agreement, on April 19, 2016, we entered into a pledge agreement (the “Pledge Agreement”) with Dalea, whereby Dalea pledged the $2.0 million principal amount of the 2017 Notes owned by Dalea (the “Dalea Convertible Notes”), including any future securities for which the Dalea Convertible Notes are converted or exchanged, as security for the performance of Dalea’s obligations under the Amended Note. The Pledge Agreement provides that interest payable to Dalea under the Dalea Convertible Notes (or any future securities for which the Dalea Convertible Notes are converted or exchanged) will be credited first against the outstanding principal balance of the Amended Note and, upon full repayment of the outstanding principal balance of the Amended Note, any accrued and unpaid interest on the Amended Note. The Pledge Agreement contains customary events of default.
On June 30, 2016, we entered into a waiver with Dalea, whereby we waived our right under the Pledge Agreement to receive the interest payment due July 1, 2016 under the Dalea Convertible Notes in connection with the payment of 201,459 common shares to Dalea with respect to the 2017 Note interest payment paid on June 30, 2016.
Private placements
On June 30, 2016, we issued an aggregate of 5,773,305 common shares in private placements under the Securities Act. Of the 5,773,305 common shares, (i) 1,974,452 common shares were issued to Dalea, the trusts of Mr. Mitchell’s four children and Pinon Foundation, a nonprofit entity controlled by Mrs. Mitchell, at their election to receive common shares in lieu of cash interest on the 2017 Notes; (ii) 355,826 common shares were issued to ANBE in lieu of cash interest on the Note and (iii) 814,627 common shares were issued to Dalea and the trusts of Mr. Mitchell’s four children for cash, which was used to pay cash interest to certain holders of the 2017 Notes (see Note 9, “Shareholders’ equity”).
Indemnity agreement
On May 9, 2016, Mr. Mitchell guaranteed the payment of director and officer liability premiums in the amount of $0.4 million (the “Guaranteed Payments”) payable to US Premium Finance solely in the event of a change of control of the Company. On May 9, 2016, we entered into an Indemnity Agreement with Mr. Mitchell pursuant to which we agreed to indemnify him for any damages he incurs related to the Guaranteed Payments.
13. Discontinued operations
Discontinued operations in Albania
As of December 31, 2015 and June 30, 2016, we classified our Albania segment as assets and liabilities held for sale and presented the operating results within discontinued operations for all periods presented.
In February 2016, we sold all of the outstanding equity in Stream Oil & Gas Ltd. (“Stream”) to GBC Oil Company Ltd. (“GBC Oil”) in exchange for (i) the future payment of $2.3 million to Raiffeisen Bank Sh.A. (“Raiffeisen”) to pay down the term loan facility dated as of September 17, 2014 (the “Term Loan Facility”) between Stream’s wholly-owned subsidiary, TransAtlantic Albania and Raiffeisen, and (ii) the assumption of $29.2 million of liabilities owed by Stream, consisting of $23.1 million of accounts payable and accrued liabilities and $6.1 million of debt. TransAtlantic Albania owns all of our former Albanian assets and operations. In addition, GBC Oil issued us a warrant pursuant to which we have the option to acquire up to 25% of the fully diluted equity interests in TransAtlantic Albania for nominal consideration at any time on or before March 1, 2019. Prior to the sale of Stream to GBC Oil, TransAtlantic Albania entered into an assignment and assumption agreement pursuant to which TransAtlantic Albania will assign its Delvina natural gas assets and $12.9 million of associated liabilities to Delvina Gas Company Ltd. (“Delvina Gas”), our newly formed, wholly owned subsidiary, to be effective immediately upon receipt of required contractual consents. There is no assurance that we will be able to obtain the required contractual consents. In addition, we agreed to indemnify GBC Oil and Stream for the $12.9 million of liabilities related to the Delvina gas operations. We are currently negotiating a joint venture with a third party for the purchase of a portion of Delvina Gas. There is no assurance that we will be able to complete a joint venture for the purchase of a portion of Delvina Gas. If the Delvina natural gas assets are not transferred to Delvina Gas due to a breach of the purchase agreement by GBC Oil or its affiliates, we believe we have contractual damages claims that would offset any such indemnification obligations, including the Account Payable. Subsequent to the divestiture, we reduced the $12.9 million of indemnification liabilities to $9.5 million due to the cancellation of the Account Payable discussed in Note 12, “Related party transactions”.
19
Discontinued operations in Morocco
On June 27, 2011, we decided to discontinue our operations in Morocco. We have substantially completed the process of winding down our operations in Morocco. We have presented the Moroccan segment operating results as discontinued operations for all periods presented.
The assets and liabilities held for sale at June 30, 2016 and December 31, 2015 were as follows:
|
Albania |
|
|
Morocco |
|
|
Total Held for Sale |
|
|||
|
(in thousands) |
|
|||||||||
As of June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Cash |
$ |
- |
|
|
$ |
16 |
|
|
$ |
16 |
|
Other current assets |
|
1,551 |
|
|
|
12 |
|
|
|
1,563 |
|
Total current assets held for sale |
$ |
1,551 |
|
|
$ |
28 |
|
|
$ |
1,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other accrued liabilities |
$ |
9,421 |
|
|
$ |
6,596 |
|
|
$ |
16,017 |
|
Total current liabilities held for sale |
$ |
9,421 |
|
|
$ |
6,596 |
|
|
$ |
16,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Cash |
$ |
1,201 |
|
|
$ |
16 |
|
|
$ |
1,217 |
|
Other current assets |
|
1,853 |
|
|
|
11 |
|
|
|
1,864 |
|
Property and equipment, net |
|
48,430 |
|
|
|
- |
|
|
|
48,430 |
|
Total current assets held for sale |
$ |
51,484 |
|
|
$ |
27 |
|
|
$ |
51,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other accrued liabilities |
$ |
37,888 |
|
|
$ |
6,352 |
|
|
$ |
44,240 |
|
Accounts payable - related party |
|
3,540 |
|
|
|
- |
|
|
|
3,540 |
|
Loans payable |
|
6,123 |
|
|
|
- |
|
|
|
6,123 |
|
Deferred tax liability |
|
15,286 |
|
|
|
- |
|
|
|
15,286 |
|
Total current liabilities held for sale |
$ |
62,837 |
|
|
$ |
6,352 |
|
|
$ |
69,189 |
|
Loans payable
As of the dates indicated, TransAtlantic Albania’s third-party debt consisted of the following:
|
June 30, |
|
|
December 31, |
|
||
|
2016 |
|
|
2015 |
|
||
Fixed and floating rate loans |
(in thousands) |
|
|||||
Term Loan Facility |
$ |
- |
|
|
$ |
6,123 |
|
Loans payable |
$ |
- |
|
|
$ |
6,123 |
|
Term Loan Facility
TransAtlantic Albania was a party to the Term Loan Facility with Raiffeisen. The loan was scheduled to mature on December 31, 2016 and bore interest at the rate of LIBOR plus 5.5%, with a minimum interest rate of 7.0%. TransAtlantic Albania was required to pay 1/16th of the total commitment each quarter on the last business day of each of March, June, September and December each year. The loan was guaranteed by TransAtlantic Albania’s parent company, Stream. TransAtlantic Albania could prepay the loan at its option in whole or in part, subject to a 3.0% penalty plus breakage costs. The Term Loan Facility was secured by substantially all of the assets of TransAtlantic Albania.
20
As of December 31, 2015, TransAtlantic Albania had $6.1 million outstanding under the Term Loan Facility and no availability. As of December 31, 2015, TransAtlantic Albania was in default under the Term Loan Facility for failure to repay $1.1 million due on December 31, 2015. On February 29, 2016, we sold all the equity interest in Stream, the parent company of TransAtlantic Albania, to GBC Oil, who assumed the Term Loan Facility.
Our operating results from discontinued operations for the three and six months ended June 30, 2016 and 2015 are summarized as follows:
|
Albania |
|
|
Morocco |
|
|
Total |
|
|||
|
(in thousands) |
|
|||||||||
For the three months ended June, 2016 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Production and transportation expense |
|
- |
|
|
|
- |
|
|
|
- |
|
Total other costs and expenses |
|
118 |
|
|
|
- |
|
|
|
118 |
|
Loss before income taxes |
$ |
(118 |
) |
|
$ |
- |
|
|
$ |
(118 |
) |
Gain on disposal of discontinued operations |
|
- |
|
|
|
- |
|
|
|
- |
|
Income tax benefit |
|
- |
|
|
|
- |
|
|
|
- |
|
Loss from discontinued operations |
$ |
(118 |
) |
|
$ |
- |
|
|
$ |
(118 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
3,437 |
|
|
$ |
- |
|
|
$ |
3,437 |
|
Production and transportation expense |
|
3,763 |
|
|
|
- |
|
|
|
3,763 |
|
Total other costs and expenses |
|
1,801 |
|
|
|
- |
|
|
|
1,801 |
|
Total other income |
|
(8 |
) |
|
|
- |
|
|
|
(8 |
) |
Loss before income taxes |
$ |
(2,135 |
) |
|
$ |
- |
|
|
$ |
(2,135 |
) |
Income tax benefit |
|
574 |
|
|
|
- |
|
|
|
574 |
|
Loss from discontinued operations |
$ |
(1,561 |
) |
|
$ |
- |
|
|
$ |
(1,561 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June, 2016 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
626 |
|
|
$ |
- |
|
|
$ |
626 |
|
Production and transportation expense |
|
1,155 |
|
|
|
- |
|
|
|
1,155 |
|
Total other costs and expenses |
|
527 |
|
|
|
- |
|
|
|
527 |
|
Loss before income taxes |
$ |
(1,056 |
) |
|
$ |
- |
|
|
$ |
(1,056 |
) |
Gain on disposal of discontinued operations |
|
749 |
|
|
|
- |
|
|
|
749 |
|
Income tax benefit |
|
204 |
|
|
|
- |
|
|
|
204 |
|
Loss from discontinued operations |
$ |
(103 |
) |
|
$ |
- |
|
|
$ |
(103 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
4,676 |
|
|
$ |
- |
|
|
$ |
4,676 |
|
Production and transportation expense |
|
6,138 |
|
|
|
- |
|
|
|
6,138 |
|
Total other costs and expenses |
|
3,836 |
|
|
|
- |
|
|
|
3,836 |
|
Total other income |
|
1,583 |
|
|
|
- |
|
|
|
1,583 |
|
Loss before income taxes |
$ |
(3,715 |
) |
|
$ |
- |
|
|
$ |
(3,715 |
) |
Income tax benefit |
|
683 |
|
|
|
- |
|
|
|
683 |
|
Loss from discontinued operations |
$ |
(3,032 |
) |
|
$ |
- |
|
|
$ |
(3,032 |
) |
21
In this Quarterly Report on Form 10-Q, references to “we,” “our,” “us” or the “Company,” refer to TransAtlantic Petroleum Ltd. and its subsidiaries on a consolidated basis unless the context requires otherwise. Unless stated otherwise, all sums of money stated in this Quarterly Report on Form 10-Q are expressed in U.S. Dollars.
Executive Overview
We are an international oil and natural gas company engaged in acquisition, exploration, development and production. We have focused our operations in countries that have established yet underexplored petroleum systems, are net importers of petroleum, have an existing petroleum transportation infrastructure and provide favorable commodity pricing, royalty rates and tax rates to exploration and production companies. As of June 30, 2016, we held interests in approximately 1.4 million net acres of developed and undeveloped oil and natural gas properties in Turkey and Bulgaria. As of August 8, 2016, approximately 36% of our outstanding common shares were beneficially owned by N. Malone Mitchell 3rd, our chief executive officer and chairman of our board of directors.
TransAtlantic is a holding company with two operating segments – Turkey and Bulgaria. Its assets consist of its ownership interest in subsidiaries that primarily own assets in Turkey and Bulgaria.
Decline in Oil Prices, Effect on Liquidity and Going Concern
Due to the significant decline in Brent crude oil prices during 2015, the borrowing base under the Company’s senior credit facility (the “Senior Credit Facility”) with BNP Paribas (Suisse) SA (“BNP Paribas”) and the International Finance Corporation (“IFC”, and together with BNP Paribas, the “Lenders”) was decreased to $5.4 million effective April 1, 2016. The decline in the borrowing base resulted in a $18.8 million borrowing base deficiency under the Senior Credit Facility as of June 30, 2016.
On April 19, 2016, we entered into a second waiver and consent to credit agreement (the “Second Waiver and Consent”) with BNP Paribas and IFC, which granted us a conditional waiver of defaults under the Senior Credit Facility and the current ratio financial covenant non-compliance at December 31, 2015, and March 31, June 30, and September 30, 2016. The Second Waiver and Consent also permitted the borrowers to make certain limited transfers and withdrawals from the collection accounts pledged to the Lenders under the Senior Credit Facility. The Second Waiver and Consent includes certain conditions, including that no borrowing base deficiency exist as of September 30, 2016.
As of June 30, 2016, we had $24.2 million of outstanding borrowings under the Senior Credit Facility, a borrowing base deficiency of $18.8 million and no availability. In addition, we were not in compliance with certain covenants in the Second Waiver and Consent, including the requirement to enter into a binding purchase and sale agreement for Thrace Basin Natural Gas (Turkiye) Corporation (“TBNG”) by May 15, 2016. We continue to work with the Lenders to satisfy these conditions and restructure our Senior Credit Facility obligations. Subsequent to June 30, 2016, we repaid $0.9 million of principal under the Senior Credit Facility, reducing the outstanding balance to $23.3 million and the borrowing base deficiency to $17.9 million as of August 8, 2016. In addition, as of June 30, 2016 and August 8, 2016, the Lenders held $7.2 million and $12.0 million, respectively, of restricted cash in our collection accounts in Turkey.
Given the unfavorable market conditions and our limited access to capital, we are focused on the following near-term business strategies: (i) the sale of assets to raise cash, (ii) a significantly reduced development plan focused on maintaining our acreage position by drilling obligation wells and performing low cost, high return well optimizations, (iii) continued cost reduction measures to reduce our operating costs and general and administrative expenses, and (iv) restructuring, repaying or refinancing our debt obligations, including the Senior Credit Facility and our convertible notes. During the second quarter of 2016, we engaged Seaport Global Inc. as an independent advisor, and our management is actively pursuing improving our working capital position and/or restructuring our future debt service. Notwithstanding these measures, there can be no assurance that we will be able to successfully sell assets or cure, waive or extend the deadline to repay the borrowing base deficiency repayment obligation.
These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements included in this report do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty.
22
Financial and Operational Performance Summary
The following is a summary of our financial and operational performance for the second quarter of 2016:
|
· |
We reported a $6.5 million net loss from continuing operations for the three months ended June 30, 2016. |
|
· |
We derived 82.9% of our oil and natural gas revenues from the production of oil and 17.1% from the production of natural gas during the three months ended June 30, 2016. |
|
· |
Total oil and natural gas sales revenues decreased 34.1% to $16.2 million for the quarter ended June 30, 2016, from $24.5 million in the same period in 2015. The decrease was primarily the result of a $12.84 decrease in the average price received per barrel of oil equivalent (“Boe”) and a decrease in sales volumes of 61 Mboe. |
|
· |
For the quarter ended June 30, 2016, we incurred $0.9 million in capital expenditures, including seismic and corporate expenditures, as compared to $4.5 million for the quarter ended June 30, 2015. |
|
· |
As of June 30, 2016, not including unamortized deferred financing costs and liabilities held for sale, we had $55.0 million in long-term debt and $29.7 million in short-term debt, as compared to $55.0 million in long-term debt and $41.9 million in short-term debt as of December 31, 2015. During the quarter ended June 30, 2016, we repaid $9.6 million in debt as we continue to focus on deleveraging our balance sheet. |
Second Quarter 2016 Operational Update
During the second quarter of 2016, we completed one well and continued workover and production optimizations in Southeastern Turkey. The following summarizes our operations by location during the second quarter of 2016:
Turkey-Southeast
In the second quarter of 2016, we re-tested the Catak-1 well and, subsequently, completed it as a Bedinan producer. This discovery well has allowed us to apply for, and be granted, a two-year extension on our West Molla license. We are still in the process of our electrification and gas utilization project in the Bahar field. We expect to complete this project, which will allow for further well optimization, this summer.
In Selmo, we continued facility modifications and upgrading the western pipeline extension. We also performed minor optimization and maintenance work. Following the completion of the pipeline upgrades, we will be able to perform additional production optimization work.
Turkey-Northwest
We did not engage in any new drilling activities during the second quarter of 2016, but spud the Guney Reisdere-1 obligation well (50% working interest) on August 2, 2016, and plan to resume workover activity in the third quarter of 2016.
Bulgaria
We continue to evaluate our position in Bulgaria with updated geologic models and continue to market a joint venture exploration program for our assets in Bulgaria.
Planned Operations
We currently plan to execute the following activities under our reduced development plan during the remainder of 2016:
Turkey. We will continue our well optimizations in the Bahar and Selmo fields. Upon spudding the Guney Reisdere-1 obligation well in August in the Thrace Basin, we have fulfilled all drilling obligations in Turkey to maintain our acreage through the end of 2016. We also continue to evaluate and perform secondary recovery and workover operations that we expect to be cash flow positive at current oil prices.
Bulgaria. We plan to continue working on our geologic model for additional prospects and continue to market a joint venture exploration program for our assets in Bulgaria.
Discontinued Operations in Albania
In February 2016, we sold all of the outstanding equity in our wholly-owned subsidiary, Stream Oil & Gas Ltd. (“Stream”), to GBC Oil Company Ltd. (“GBC Oil”) in exchange for (i) the future payment of $2.3 million to Raiffeisen Bank Sh.A. (“Raiffeisen”) to pay down a term loan facility, and (ii) the assumption of $29.2 million of liabilities owed by Stream, consisting of $23.1 million of accounts payable and accrued liabilities and $6.1 million of debt. TransAtlantic Albania Ltd. (“TransAtlantic Albania”), Stream’s
23
wholly owned subsidiary, owns all of our former Albanian assets and operations. In addition, GBC Oil issued us a warrant pursuant to which we have the option to acquire up to 25% of the fully diluted equity interests in TransAtlantic Albania for nominal consideration at any time on or before March 1, 2019. Prior to the sale of Stream to GBC Oil, TransAtlantic Albania entered into an assignment and assumption agreement pursuant to which TransAtlantic Albania will assign its Delvina natural gas assets and $12.9 million of associated liabilities (the “Delvina Gas Liabilities”) to Delvina Gas Company, Ltd. (“Delvina Gas”), our newly formed, wholly owned subsidiary, to be effective immediately upon receipt of required contractual consents. There is no assurance that we will be able to obtain the required contractual consents. In addition, we agreed to indemnify GBC Oil and Stream for the Delvina Gas Liabilities. We are currently negotiating a joint venture with a third party for the purchase of a portion of Delvina Gas. There is no assurance that we will be able to complete a joint venture for the purchase of a portion of Delvina Gas. If the Delvina natural gas assets are not transferred to Delvina Gas due to a breach of the purchase agreement by GBC Oil or its affiliates, we believe we have contractual damages claims that would offset any such indemnification obligations, including the account payable of approximately $3.5 million (the “Account Payable”) owed by TransAtlantic Albania to Viking International Limited. Subsequent to the divestiture, we reduced the $12.9 million of indemnification liabilities to $9.5 million due to the cancellation of the Account Payable. We have presented the Albanian segment operating results as discontinued operations for the three and six months ended June 30, 2016 and June 30, 2015.
Discontinued Operations in Morocco
In June 2011, we decided to discontinue our Moroccan operations. We have substantially completed the process of winding down our operations in Morocco. We have presented the Moroccan segment operating results as discontinued operations for the three and six months ended June 30, 2016 and June 30, 2015.
Significant Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Our significant accounting policies are described in “Note 3. Significant accounting policies” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 and are of particular importance to the portrayal of our financial position and results of operations and require the application of significant judgment by management. These estimates are based on historical experience, information received from third parties, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no changes to the significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.
24
Results of Continuing Operations—Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015
Our results of continuing operations for the three months ended June 30, 2016 and 2015 were as follows:
|
Three Months Ended June 30, |
|
|
Change |
|
||||||
|
2016 |
|
|
2015 |
|
|
2016-2015 |
|
|||
|
(in thousands of U.S. Dollars, except per unit amounts and production volumes) |
|
|||||||||
Sales volumes: |
|
|
|
|
|
|
|
|
|
|
|
Oil (Mbbl) |
|
329 |
|
|
|
343 |
|
|
|
(14 |
) |
Natural gas (Mmcf) |
|
391 |
|
|
|
676 |
|
|
|
(285 |
) |
Total production (Mboe) |
|
395 |
|
|
|
456 |
|
|
|
(61 |
) |
Average daily sales volumes (Boepd) |
|
4,335 |
|
|
|
5,006 |
|
|
|
(671 |
) |
Average prices: |
|
|
|
|
|
|
|
|
|
|
|
Oil (per Bbl) |
$ |
40.67 |
|
|
$ |
56.03 |
|
|
$ |
(15.36 |
) |
Natural gas (per Mcf) |
$ |
7.08 |
|
|
$ |
7.84 |
|
|
$ |
(0.76 |
) |
Oil equivalent (per Boe) |
$ |
40.97 |
|
|
$ |
53.81 |
|
|
$ |
(12.84 |
) |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales |
$ |
16,162 |
|
|
$ |
24,513 |
|
|
$ |
(8,351 |
) |
Sales of purchased natural gas |
|
1,520 |
|
|
|
490 |
|
|
|
1,030 |
|
Other |
|
16 |
|
|
|
50 |
|
|
|
(34 |
) |
Total revenues |
|
17,698 |
|
|
|
25,053 |
|
|
|
(7,355 |
) |
Costs and expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
Production |
|
3,069 |
|
|
|
3,334 |
|
|
|
(265 |
) |
Exploration, abandonment and impairment |
|
128 |
|
|
|
4,093 |
|
|
|
(3,965 |
) |
Cost of purchased natural gas |
|
1,341 |
|
|
|
469 |
|
|
|
872 |
|
General and administrative |
|
3,899 |
|
|
|
6,692 |
|
|
|
(2,793 |
) |
Depletion |
|
7,233 |
|
|
|
8,272 |
|
|
|
(1,039 |
) |
Depreciation and amortization |
|
574 |
|
|
|
684 |
|
|
|
(110 |
) |
Interest and other expense |
|
2,614 |
|
|
|
3,343 |
|
|
|
(729 |
) |
Interest and other income |
|
(190 |
) |
|
|
(188 |
) |
|
|
(2 |
) |
Foreign exchange loss (gain) |
|
611 |
|
|
|
(805 |
) |
|
|
1,416 |
|
Loss on commodity derivative contracts: |
|
|
|
|
|
|
|
|
|
|
|
Cash settlements on commodity derivative contracts |
|
231 |
|
|
|
2,864 |
|
|
|
(2,633 |
) |
Change in fair value on commodity derivative contracts |
|
(3,234 |
) |
|
|
(6,138 |
) |
|
|
2,904 |
|
Total loss on commodity derivative contracts |
|
(3,003 |
) |
|
|
(3,274 |
) |
|
|
271 |
|
Oil and natural gas costs per Boe: |
|
|
|
|
|
|
|
|
|
|
|
Production |
$ |
6.81 |
|
|
$ |
6.40 |
|
|
$ |
0.41 |
|
Depletion |
$ |
16.04 |
|
|
$ |
12.04 |
|
|
$ |
4.00 |
|
Oil and Natural Gas Sales. Total oil and natural gas sales revenues decreased $8.4 million to $16.2 million for the three months ended June 30, 2016, from $24.5 million realized in the same period in 2015. The decrease was primarily due to a decrease in the average realized price per Boe and reduced production. Our average price received decreased $12.84 per Boe to $40.97 per Boe for the three months ended June 30, 2016, from $53.81 per Boe for the same period in 2015. Additionally, our average daily sales volumes decreased 671 Boepd for the three months ended June 30, 2016, as compared to the same period in 2015.
Production. Production expenses for the three months ended June 30, 2016 decreased to $3.1 million, or $6.81 per Boe, from $3.3 million, or $6.40 per Boe, for the same period in 2015. The decrease was primarily due to fewer workovers, reduced headcount and successful cost-cutting measures in our field operations during the three months ended June 30, 2016, as compared to the same period in 2015.
Exploration, Abandonment and Impairment. Exploration, abandonment and impairment costs for the three months ended June 30, 2016 decreased $4.0 million to $0.1 million, from $4.1 million for the same period in 2015.
General and Administrative. General and administrative expense was $3.9 million for the three months ended June 30, 2016, compared to $6.7 million for the same period in 2015. Our general and administrative expenses decreased $2.8 million due to a $2.3 million decrease in personnel expenses, a $0.3 million decrease in office expenses, a $0.1 million decrease in travel expenses and a $0.1 million decrease in legal, accounting and other services.
25
Depletion. Depletion decreased to $7.2 million, or $16.04 per Boe, for the three months ended June 30, 2016, compared to $8.3 million, or $12.04 per Boe, for the same period of 2015. The decrease was primarily due to a reduction in the net book value of our Goksu field to zero during 2015, which resulted in lower depletion expense during the three months ended June 30, 2016.
Interest and Other Expense. Interest and other expense decreased to $2.6 million for the three months ended June 30, 2016, compared to $3.3 million for the same period in 2015. The decrease was primarily due to our lower average debt balances during the three months ended June 30, 2016 versus the same period in 2015.
Interest and Other Income. Interest and other income remained unchanged at $0.2 million for the three months ended June 30, 2016, as compared to $0.2 million for the same period in 2015.
Foreign Exchange Loss (Gain). We recorded a foreign exchange loss of $0.6 million during the three months ended June 30, 2016, as compared to a gain of $0.8 million in the same period in 2015. The foreign exchange loss is primarily unrealized (non-cash) in nature and results from the re-measuring of specific transactions and monetary accounts in a currency other than the functional currency. For example, a U.S. Dollar transaction which occurs in Turkey is re-measured at the period-end to the New Turkish Lira (“TRY”) amount if it has not been settled previously. The foreign exchange loss for the three months ended June 30, 2016 was due to a 2.1% decrease in the value of the TRY compared to the U.S. Dollar, versus a 2.9% decrease in the value of the TRY for the three months ended June 30, 2015.
Loss on Commodity Derivative Contracts. During the three months ended June 30, 2016, we recorded a net loss on commodity derivative contracts of $3.0 million, as compared to a net loss of $3.3 million for the same period in 2015. During the three months ended June 30, 2016, we recorded a $3.2 million loss to mark our commodity derivative contracts to their fair value and a $0.2 million gain on settled contracts. During the same period in 2015, we recorded a $6.1 million loss to mark our derivative contracts to their fair value and a $2.9 million gain on settled contracts.
Other Comprehensive Income (Loss). We record foreign currency translation adjustments from the process of translating the functional currency of the financial statements of our foreign subsidiaries into the U.S. Dollar reporting currency. Foreign currency translation adjustment for the three months ended June 30, 2016 decreased to a loss of $2.3 million from a loss of $4.9 million for the same period in 2015. The decrease in foreign currency translation loss in the three months ended June 30, 2016 was due to a 2.1% decrease in the value of the TRY as compared to the U.S. Dollar, versus a 2.9% decrease in the value of the TRY for the three months ended June 30, 2015.
Discontinued Operations. All revenues and expenses associated with our Albanian and Moroccan operations have been classified as discontinued operations. Our operating results from discontinued operations in Albania and Morocco are summarized as follows:
|
Albania |
|
|
Morocco |
|
|
Total |
|
|||
|
(in thousands) |
|
|||||||||
For the three months ended June, 2016 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Production and transportation expense |
|
- |
|
|
|
- |
|
|
|
- |
|
Total other costs and expenses |
|
118 |
|
|
|
- |
|
|
|
118 |
|
Loss before income taxes |
$ |
(118 |
) |
|
$ |
- |
|
|
$ |
(118 |
) |
Gain on disposal of discontinued operations |
|
- |
|
|
|
- |
|
|
|
- |
|
Income tax benefit |
|
- |
|
|
|
- |
|
|
|
- |
|
Loss from discontinued operations |
$ |
(118 |
) |
|
$ |
- |
|
|
$ |
(118 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
3,437 |
|
|
$ |
- |
|
|
$ |
3,437 |
|
Production and transportation expense |
|
3,763 |
|
|
|
- |
|
|
|
3,763 |
|
Total other costs and expenses |
|
1,801 |
|
|
|
- |
|
|
|
1,801 |
|
Total other income |
|
(8 |
) |
|
|
- |
|
|
|
(8 |
) |
Loss before income taxes |
$ |
(2,135 |
) |
|
$ |
- |
|
|
$ |
(2,135 |
) |
Income tax benefit |
|
574 |
|
|
|
- |
|
|
|
574 |
|
Loss from discontinued operations |
$ |
(1,561 |
) |
|
$ |
- |
|
|
$ |
(1,561 |
) |
26
Results of Continuing Operations—Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015
Our results of continuing operations for the six months ended June 30, 2016 and 2015 were as follows:
|
Six Months Ended June 30, |
|
|
Change |
|
||||||
|
2016 |
|
|
2015 |
|
|
2016-2015 |
|
|||
|
(in thousands of U.S. Dollars, except per unit amounts and volumes) |
|
|||||||||
Sales volumes: |
|
|
|
|
|
|
|
|
|
|
|
Oil (Mbbl) |
|
685 |
|
|
|
724 |
|
|
|
(39 |
) |
Natural gas (Mmcf) |
|
869 |
|
|
|
1,410 |
|
|
|
(541 |
) |
Total production (Mboe) |
|
830 |
|
|
|
958 |
|
|
|
(128 |
) |
Average daily sales volumes (Boepd) |
|
4,561 |
|
|
|
5,295 |
|
|
|
(734 |
) |
Average prices: |
|
|
|
|
|
|
|
|
|
|
|
Oil (per Bbl) |
$ |
35.82 |
|
|
$ |
53.25 |
|
|
$ |
(17.43 |
) |
Natural gas (per Mcf) |
$ |
7.07 |
|
|
$ |
8.08 |
|
|
$ |
(1.01 |
) |
Oil equivalent (per Boe) |
$ |
36.97 |
|
|
$ |
52.09 |
|
|
$ |
(15.12 |
) |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales |
$ |
30,688 |
|
|
$ |
49,921 |
|
|
$ |
(19,233 |
) |
Sales of purchased natural gas |
|
2,546 |
|
|
|
788 |
|
|
|
1,758 |
|
Other |
|
30 |
|
|
|
101 |
|
|
|
(71 |
) |
Total revenues |
|
33,264 |
|
|
|
50,810 |
|
|
|
(17,546 |
) |
Costs and expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
Production |
|
5,955 |
|
|
|
6,955 |
|
|
|
(1,000 |
) |
Exploration, abandonment and impairment |
|
1,433 |
|
|
|
4,440 |
|
|
|
(3,007 |
) |
Cost of purchased natural gas |
|
2,237 |
|
|
|
735 |
|
|
|
1,502 |
|
General and administrative |
|
8,742 |
|
|
|
13,815 |
|
|
|
(5,073 |
) |
Depletion |
|
14,827 |
|
|
|
18,687 |
|
|
|
(3,860 |
) |
Depreciation and amortization |
|
946 |
|
|
|
1,323 |
|
|
|
(377 |
) |
Interest and other expense |
|
5,270 |
|
|
|
6,451 |
|
|
|
(1,181 |
) |
Interest and other income |
|
(402 |
) |
|
|
(351 |
) |
|
|
(51 |
) |
Foreign exchange loss |
|
269 |
|
|
|
5,646 |
|
|
|
(5,377 |
) |
(Loss) gain on commodity derivative contracts: |
|
|
|
|
|
|
|
|
|
|
|
Cash settlements on commodity derivative contracts |
|
1,459 |
|
|
|
7,248 |
|
|
|
(5,789 |
) |
Change in fair value on commodity derivative contracts |
|
(3,691 |
) |
|
|
(6,710 |
) |
|
|
3,019 |
|
Total (loss) gain on commodity derivative contracts |
|
(2,232 |
) |
|
|
538 |
|
|
|
(2,770 |
) |
Oil and natural gas costs per Boe: |
|
|
|
|
|
|
|
|
|
|
|
Production |
$ |
6.28 |
|
|
$ |
6.35 |
|
|
$ |
(0.07 |
) |
Depletion |
$ |
15.63 |
|
|
$ |
17.05 |
|
|
$ |
(1.42 |
) |
Oil and Natural Gas Sales. Total oil and natural gas sales revenues decreased $19.2 million to $30.7 million for the six months ended June 30, 2016, from $49.9 million realized in the same period in 2015. The decrease was primarily due to a decrease in the average realized price per Boe and reduced production. Our average price received decreased $15.12 per Boe to $36.97 per Boe for the six months ended June 30, 2016, from $52.09 per Boe for the same period in 2015. Additionally, our average daily sales volumes decreased 734 Boepd for the six months ended June 30, 2016, as compared to the same period in 2015.
Production. Production expenses for the six months ended June 30, 2016 decreased to $6.0 million, or $6.28 per Boe, from $7.0 million, or $6.35 per Boe, for the same period in 2015. The decrease in Turkey was primarily due to fewer workovers, reduced headcount and successful cost-cutting measures in our field operations during the six months ended June 30, 2016, as compared to the same period in 2015.
Exploration, Abandonment and Impairment. Exploration, abandonment and impairment costs for the six months ended June 30, 2016 decreased $3.0 million to $1.4 million, from $4.4 million for the same period in 2015. During the six months ended June 30, 2016, we incurred proved property impairment of $1.4 million.
27
General and Administrative. General and administrative expense was $8.7 million for the six months ended June 30, 2016, compared to $13.8 million for the same period in 2015. Our general and administrative expenses decreased $5.1 million due to a $4.5 million decrease in personnel expenses, a $0.6 million decrease in office expenses and a $0.3 million decrease in travel expenses, which was partially offset by an increase in legal, accounting and other services of $0.4 million.
Depletion. Depletion decreased to $14.8 million, or $15.63 per Boe, for the six months ended June 30, 2016, compared to $18.7 million, or $17.05 per Boe, for the same period of 2015. The decrease was primarily due to a reduction in the net book value of our Goksu field to zero during 2015, which resulted in lower depletion expense during the six months ended June 30, 2016.
Interest and Other Expense. Interest and other expense decreased to $5.3 million for the six months ended June 30, 2016, compared to $6.5 million for the same period in 2015. The decrease was primarily due to our lower average debt balances during the six months ended June 30, 2016 versus the same period in 2015.
Interest and Other Income. Interest and other income remained unchanged at $0.4 million for the six months ended June 30, 2016, as compared to $0.4 million for the same period in 2015.
Foreign Exchange Loss. We recorded a foreign exchange loss of $0.3 million during the six months ended June 30, 2016, as compared to a loss of $5.6 million in the same period in 2015. The foreign exchange loss is primarily unrealized (non-cash) in nature and results from the re-measuring of specific transactions and monetary accounts in a currency other than the functional currency. For example, a U.S. Dollar transaction which occurs in Turkey is re-measured at the period-end to the TRY amount if it has not been settled previously. The foreign exchange loss for the six months ended June 30, 2016 was due to a 1.0% decrease in the value of the TRY compared to the U.S. Dollar, versus a 15.8% decrease in the value of the TRY for the six months ended June 30, 2015.
(Loss) Gain on Commodity Derivative Contracts. During the six months ended June 30, 2016, we recorded a net loss on commodity derivative contracts of $2.2 million, as compared to a net gain of $0.5 million for the same period in 2015. During the six months ended June 30, 2016, we recorded a $3.7 million loss to mark our commodity derivative contracts to their fair value and a $1.5 million gain on settled contracts. During the same period in 2015, we recorded a $6.7 million loss to mark our derivative contracts to their fair value and a $7.2 million gain on settled contracts.
Other Comprehensive Income (Loss). We record foreign currency translation adjustments from the process of translating the functional currency of the financial statements of our foreign subsidiaries into the U.S. Dollar reporting currency. Foreign currency translation adjustment for the six months ended June 30, 2016 increased to a gain of $0.7 million from a loss of $28.5 million for the same period in 2015. The increase in foreign currency translation adjustments in the six months ended June 30, 2016 was due to a 1.0% decrease in the value of the TRY as compared to the U.S. Dollar, versus a 15.8% decrease in the value of the TRY for the six months ended June 30, 2015.
28
Discontinued Operations. All revenues and expenses associated with our Albanian and Moroccan operations have been classified as discontinued operations. Our operating results from discontinued operations in Albania and Morocco are summarized as follows:
|
Albania |
|
|
Morocco |
|
|
Total |
|
|||
|
(in thousands) |
|
|||||||||
For the six months ended June, 2016 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
626 |
|
|
$ |
- |
|
|
$ |
626 |
|
Production and transportation expense |
|
1,155 |
|
|
|
- |
|
|
|
1,155 |
|
Total other costs and expenses |
|
527 |
|
|
|
- |
|
|
|
527 |
|
Loss before income taxes |
$ |
(1,056 |
) |
|
$ |
- |
|
|
$ |
(1,056 |
) |
Gain on disposal of discontinued operations |
|
749 |
|
|
|
- |
|
|
|
749 |
|
Income tax benefit |
|
204 |
|
|
|
- |
|
|
|
204 |
|
Loss from discontinued operations |
$ |
(103 |
) |
|
$ |
- |
|
|
$ |
(103 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
4,676 |
|
|
$ |
- |
|
|
$ |
4,676 |
|
Production and transportation expense |
|
6,138 |
|
|
|
- |
|
|
|
6,138 |
|
Total other costs and expenses |
|
3,836 |
|
|
|
- |
|
|
|
3,836 |
|
Total other income |
|
1,583 |
|
|
|
- |
|
|
|
1,583 |
|
Loss before income taxes |
$ |
(3,715 |
) |
|
$ |
- |
|
|
$ |
(3,715 |
) |
Income tax benefit |
|
683 |
|
|
|
- |
|
|
|
683 |
|
Loss from discontinued operations |
$ |
(3,032 |
) |
|
$ |
- |
|
|
$ |
(3,032 |
) |
Capital Expenditures
For the quarter ended June 30, 2016, we incurred $0.9 million in capital expenditures, including seismic and corporate expenditures, as compared to $4.5 million for the quarter ended June 30, 2015. The decrease was due to our planned reduction in our capital expenditures during the quarter ended June 30, 2016.
We expect our net field capital expenditures for the remainder of 2016 to range between $2.0 million and $10.0 million in Turkey for obligation wells and low cost, high return well optimizations. We do not anticipate material capital expenditures in Bulgaria during the remainder of 2016. We expect cash on hand and cash flow from operations will be sufficient to fund our remaining 2016 net field capital expenditures. If not, we will either curtail our discretionary capital expenditures or seek other funding sources. Our projected 2016 capital expenditure budget is subject to change.
Cash Flows
Net cash provided by operating activities from continuing operations during the six months ended June 30, 2016 was $11.6 million, a decrease from net cash provided by operating activities from continuing operations of $28.2 million during the same period in 2015, due primarily to a decrease in our oil and natural gas sales and a decrease in cash settlements on our commodity derivative contracts. Net cash used in investing activities from continuing operations for the six months ended June 30, 2016 decreased to $6.7 million, compared to net cash used in investing activities from continuing operations of $13.3 million for the same period in 2015, due primarily to a decrease in drilling operations in light of the low oil price environment. Additionally, net cash used in financing activities from continuing operations for the six months ended June 30, 2016 was $10.5 million, an increase from net cash used in financing activities from continuing operations of $1.1 million for the same period in 2015, due primarily to a decrease in our borrowings and higher loan repayments in 2016.
Liquidity and Capital Resources
On a consolidated basis, as of June 30, 2016, TransAtlantic had $84.7 million of indebtedness, not including $14.9 million of trade payables, as further described below. TransAtlantic believes that its cash flow from operations will be sufficient to meet its normal operating requirements and to fund planned capital expenditures during the next 12 months.
Outstanding Debt
At June 30, 2016, we had a Senior Credit Facility, a credit facility with a Turkish bank, convertible notes, and promissory notes, all of which are discussed below.
29
Senior Credit Facility. On May 6, 2014, DMLP, Ltd. (“DMLP”), TransAtlantic Exploration Mediterranean International Pty Ltd (“TEMI”), Talon Exploration, Ltd. (“Talon Exploration”), TransAtlantic Turkey, Ltd. (“TransAtlantic Turkey”), Amity Oil International Pty Ltd, (“Amity”) and Petrogas Petrol Gaz ve Petrokimya Urunleri Insaat Sanayi ve Ticaret A.S. (“Petrogas”) (collectively the “Borrowers”) entered into the Senior Credit Facility with BNP Paribas and the IFC. Each of the Borrowers is our wholly owned subsidiary. The Senior Credit Facility is guaranteed by us and each of TransAtlantic Petroleum (USA) Corp. (“TransAtlantic USA”) and TransAtlantic Worldwide, Ltd. (each, a “Guarantor”). As of June 30, 2016, we had borrowings of $24.2 million, bearing interest at a rate of three-month LIBOR plus 5.00% per annum (5.63% at June 30, 2016), except as described below. Pursuant to the terms of the Senior Credit Facility, the borrowing base resets on the first day of each fiscal quarter. The April 2016 redetermination resulted in a $18.8 million borrowing base deficiency under the Senior Credit Facility as of June 30, 2016. The borrowing base was $5.4 million as of June 30, 2016.
On April 19, 2016, the Company entered into the Second Waiver and Consent with BNP Paribas and IFC. Pursuant to the Second Waiver and Consent, the Lenders provided a conditional waiver of the defaults under the Credit Agreement and permitted the Borrowers to make certain limited transfers and withdrawals from the collection accounts pledged to the Lenders under the Senior Credit Facility. The Second Waiver and Consent also waived non-compliance with the current ratio financial covenant in the Senior Credit Facility on each of December 31, 2015 and March 31, June 30, and September 30, 2016.
The Second Waiver and Consent included certain conditions, including the following:
|
(i) |
The borrowing base deficiency must be repaid by September 30, 2016 (provided that the Lenders may, in their sole and absolute discretion, agree in writing to extend such date to December 31, 2016) (the “Waiver Period”); |
|
(ii) |
All monthly hedge settlement proceeds shall be used to pay down debt outstanding under the Senior Credit Facility; |
|
(iii) |
Net proceeds from certain asset sales shall be used to prepay loans outstanding under the Senior Credit Facility; |
|
(iv) |
On or before May 15, 2016, the Company shall have entered into a binding purchase and sale agreement for the sale of all of the equity interests in, or all or substantially all of the assets of, TBNG; |
|
(v) |
By June 30, 2016, the Lenders shall be granted a security interest over all of the equity interests in, and assets and property of, TBNG; and |
|
(vi) |
On or before September 30, 2016, all holders of the 13% Convertible Notes Due 2017 issued by the Company (the “2017 Notes”) shall either (a) convert their debt interests under the 2017 Notes into equity interests, or (b) agree to extend the maturity of the 2017 Notes to April 1, 2019 or later on substantially identical terms. |
Pursuant to the Second Waiver and Consent, as of April 19, 2016, the Lenders’ aggregate commitments were reduced to $30.5 million, with individual commitments of $15.2 million each, and shall be further reduced by the amount of any payments under the Senior Credit Facility. During the Waiver Period, interest on the borrowing base deficiency will accrue at a rate of three-month LIBOR plus 7.00% per annum (7.63% at May 6, 2016).
As of June 30, 2016, we had $24.2 million of outstanding borrowings under the Senior Credit Facility, a borrowing base deficiency of $18.8 million and no availability. In addition, we were not in compliance with certain covenants in the Second Waiver and Consent, including the requirement to enter into a binding purchase and sale agreement for TBNG by May 15, 2016. We continue to work with the Lenders to satisfy these conditions and restructure our Senior Credit Facility obligations. Subsequent to June 30, 2016, we repaid $0.9 million of principal under the Senior Credit Facility, reducing the outstanding balance to $23.3 million and the borrowing base deficiency to $17.9 million, as of August 8, 2016. In addition, as of June 30, 2016 and August 8, 2016, the Lenders held $7.2 million and $12.0 million, respectively, of restricted cash in our collection accounts in Turkey.
As of August 8, 2016, we had granted a security interest in favor of the Lenders over all of the equity interests in, and moveable assets of, TBNG, and were in the process of granting a security interest in favor of the Lenders over all present and future receivables of TBNG. We are also in active negotiations with third party purchasers for the sale of TBNG. We have engaged Seaport Global Inc. as an independent advisor, and our management is actively pursuing alternate structures for the 2017 Notes.
TBNG Credit Facility. TBNG has a fully-drawn credit facility with a Turkish bank. During the second quarter of 2016, the facility was amended and the monthly principal installments were deferred until August 29, 2016. The facility may be prepaid without penalty. The facility is secured by a lien on a Turkish real estate property owned by Gundem Turizm Yatirim ve Isletmeleri Anonim Sirketi (“Gundem”), which is 97.5% beneficially owned by Mr. Mitchell and his children. At June 30, 2016, TBNG owed $0.9 million under the credit facility and had no availability.
30
2017 Notes. At June 30, 2016, we had $55.0 million aggregate principal amount of 2017 Notes. The 2017 Notes bear interest at an annual rate of 13.0% per annum. Interest is payable semi-annually, in arrears, on January 1 and July 1 of each year. The 2017 Notes mature on July 1, 2017. The 2017 Notes are convertible at any time, at the election of a holder, into our common shares at a conversion price of $6.80 per share.
On June 30, 2016, we issued 2,905,737 common shares in a private placement to certain holders of the 2017 Notes, at the election of such holders to receive common shares in lieu of cash interest on the 2017 Notes.
West Promissory Notes. In August 2015, TransAtlantic USA entered into promissory notes (the “Promissory Notes”) with each of Mary West CRT 2 LLC and Gary West CRT 2 LLC, shareholders of the Company (collectively, the “Holders”), whereby TransAtlantic USA could borrow up to $1.5 million under each Promissory Note to fund our share repurchase program. The Holders are managed by Randy Rochman, an observer of our board of directors. Loans under the Promissory Notes accrue interest at a rate of 9.00% per annum and mature on October 1, 2016. As of June 30, 2016, we had borrowed $1.0 million under the Promissory Notes and had no availability. The funds were used to purchase our common shares pursuant to our share repurchase program.
ANBE Note. On December 30, 2015, TransAtlantic USA entered into a $5.0 million draw down convertible promissory note (the “Note”) with ANBE Holdings, L.P. (“ANBE”), an entity owned by the children of the Company’s chairman and chief executive officer, N. Malone Mitchell 3rd, and controlled by an entity managed by Mr. Mitchell and his wife. The Note bears interest at a rate of 13.0% per annum. On December 30, 2015, the Company borrowed $3.6 million under the Note (the “Initial Advance”) for general corporate purposes.
On June 30, 2016, TransAtlantic USA entered into an extension of the Note (the “Extension”) with ANBE. The Extension extended the date on which the Company could request advances under the Note from June 15, 2016 to August 15, 2016 and extended the maturity date of the Note from June 30, 2016 to August 31, 2016. As of June 30, 2016, we had borrowed $3.6 million under the Note and had availability of $1.4 million.
Advances under the Note may be converted, at the election of ANBE, any time after the NYSE MKT approves the Company’s application to list the additional common shares issuable pursuant to the conversion feature of the Note and prior to the maturity of the Note. The conversion price per common share for each advance is equal to 105% of the closing price of the Company’s common shares on the NYSE MKT on the trading date immediately prior to such advance. The conversion price of the Initial Advance is $1.3755 per share.
On June 30, 2016, we issued 355,826 common shares in a private placement to ANBE in lieu of cash interest on the Note.
Our derivative contracts may expose us to credit risk in the event of nonperformance by our counterparty. One of the Lenders is a counterparty to our derivative contracts. While collateral is generally not required to be posted by counterparties, credit risk associated with derivative instruments is minimized by entering into derivative instruments only with creditworthy counterparties that are generally large financial institutions. Additionally, master netting agreements are used to mitigate risk of loss due to default with counterparties on derivative instruments. These agreements allow us to offset our asset position with our liability position in the event of default by the counterparty.
During the second quarter of 2016, there were no material changes in market risk exposures or their management that would affect the Quantitative or Qualitative Disclosures About Market Risk disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015. The following tables set forth our outstanding derivatives contracts, which are settled based on Brent crude oil pricing, with respect to future crude oil production as of June 30, 2016:
31
Fair Value of Derivative Instruments as of June 30, 2016
|
|
|
|
Puts |
|
|||||||||
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Estimated Fair |
|
||
|
|
|
|
Quantity |
|
|
Price |
|
|
Value of |
|
|||
Type |
|
Period |
|
(Bbl/day) |
|
|
(per Bbl) |
|
|
Asset |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
Put |
|
July 1, 2016— December 31, 2016 |
|
|
738 |
|
|
$ |
50.00 |
|
|
$ |
336 |
|
Put |
|
January 1, 2017— December 31, 2017 |
|
|
610 |
|
|
$ |
50.00 |
|
|
|
1,190 |
|
Put |
|
January 1, 2018— December 31, 2018 |
|
|
494 |
|
|
$ |
50.00 |
|
|
|
1,135 |
|
Put |
|
January 1, 2019— March 31, 2019 |
|
|
443 |
|
|
$ |
50.00 |
|
|
|
253 |
|
Total estimated fair value of asset |
|
|
|
|
|
|
|
|
|
|
|
$ |
2,914 |
|
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
As of June 30, 2016, management carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon the evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2016, our disclosure controls and procedures were effective at the reasonable assurance level.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurances of achieving their control objectives.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
32
During the second quarter of 2016, there were no material developments to the Legal Proceedings disclosed in “Part I, Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2015.
During the second quarter of 2016, there were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.
On April 27, 2016, the Company issued 225,000 common shares of the Company pursuant to a settlement agreement with Direct Petroleum Exploration LLC (“Direct”). The issuance of the shares was made pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) and Rule 506 of Regulation D under the Securities Act of 1933, as amended (“Regulation D”), for sales to “accredited investors” (as such term is defined in Rule 501 of Regulation D). Direct represented to the Company that it is an “accredited investor”.
On June 30, 2016, the Company issued an aggregate of 5,773,305 common shares in private placements under the Securities Act. Of the 5,773,305 common shares, (i) 2,905,737 shares were issued to holders of the Company’s outstanding 2017 Notes, at the election of such holders to receive common shares in lieu of cash interest on the 2017 Notes; (ii) 355,826 shares were issued to ANBE in lieu of cash interest on the Note and (iii) 2,511,742 shares were issued for cash, which was used to pay cash interest to certain holders of the 2017 Notes. All of the shares were issued at a value of $0.6599 per share, which was equal to 75% of the 10-day volume weighted average price through the close of trading of the common shares on the NYSE MKT on June 29, 2016. The issuance of the shares was made pursuant to the exemptions from the registration requirements of the Securities Act provided by Section 4(2) and Rule 506 of Regulation D for sales to “accredited investors” (as such term is defined in Rule 501 of Regulation D). Each recipient of shares represented to the Company that it is an “accredited investor”.
None.
Not applicable.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the six months ended June 30, 2016. You should read this ratio in connection with our consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q. Because we did not have preferred stock outstanding during this period, our ratio of earnings to combined fixed charges and preferred dividends for any given period is equivalent to our ratio of earnings to fixed charges.
|
Six |
|
|
|
Months |
|
|
|
Ended |
|
|
|
June 30, |
|
|
|
2016 |
|
|
Ratio of earnings to fixed charges |
$ |
- |
|
Deficiency of earnings to fixed charges (in thousands) |
|
(13,784 |
) |
33
For purposes of calculating the ratio of earnings to fixed charges, “earnings” represents income (loss) from continuing operations before income taxes plus fixed charges. “Fixed charges” includes interest expense, capitalized interest, amortization of discount and capitalized expenses related to indebtedness and the portion of rental expense that management believes is representative of the interest component of rental expense. The ratio of earnings to fixed charges presented in this Form 10-Q may not be comparable to similarly titled measures presented by other companies, and may not be comparable to corresponding measures used in our various agreements, including the Senior Credit Facility.
PRICE RANGE OF OUR COMMON SHARES
Canada
Our common shares are traded in Canada on the Toronto Stock Exchange (the “TSX”) under the trading symbol “TNP”. The following table sets forth the quarterly high and low sales prices per common share in Canadian dollars on the TSX for the period indicated.
|
High |
|
|
Low |
|
||
2016: |
$ |
1.49 |
|
|
$ |
0.86 |
|
Second Quarter |
|
|
|
|
|
|
|
United States
Our common shares are traded in the United States on the NYSE MKT under the trading symbol “TAT”. The following table sets forth the high and low sales price per common share in U.S. Dollars on the NYSE MKT for the period indicated.
|
High |
|
|
Low |
|
||
2016: |
$ |
1.21 |
|
|
$ |
0.63 |
|
Second Quarter |
|
|
|
|
|
|
|
34
2.1 |
|
Share Purchase Agreement, dated February 29, 2016, among TransAtlantic Holdings B.C. Ltd. and Continental Oil & Gas (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 29, 2016, filed with the SEC on March 4, 2016). |
|
|
|
3.1 |
|
Certificate of Continuance of TransAtlantic Petroleum Ltd., dated October 1, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 1, 2009, filed with the SEC on October 7, 2009). |
|
|
|
3.2 |
|
Altered Memorandum of Continuance of TransAtlantic Petroleum Ltd., dated March 4, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 6, 2014, filed with the SEC on March 6, 2014). |
|
|
|
3.3 |
|
Amended Bye-Laws of TransAtlantic Petroleum Ltd., dated March 4, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 6, 2014, filed with the SEC on March 6, 2014). |
|
|
|
10.1* |
|
Second Waiver and Consent Agreement, dated April 19, 2016, among Amity Oil International Pty Ltd, DMLP, Ltd., Petrogas Petrol Gaz ve Petrokimya Urunleri Insaat Sanayi ve Ticaret A.S., TransAtlantic Exploration Mediterranean International Pty Ltd, Talon Exploration, Ltd., and TransAtlantic Turkey, Ltd., as borrowers; TransAtlantic Petroleum Ltd., TransAtlantic Worldwide, Ltd. and TransAtlantic Petroleum (USA) Corp., as guarantors; BNP Paribas (Suisse) SA and International Finance Corporation, as lenders; and BNPA Paribas (Suisse) SA, as administrative agent. |
|
|
|
10.2 |
|
Note Amendment Agreement, dated April 19, 2016, by and among TransAtlantic Petroleum Ltd., Dalea Partners, LP., and N. Malone Mitchell, 3rd (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 19, 2016, filed with the SEC on April 22, 2016). |
|
|
|
10.3 |
|
Amended and Restated Promissory Note, dated April 19, 2016, by and between TransAtlantic Petroleum Ltd. and Dalea Partners, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 19, 2016, filed with the SEC on April 22, 2016). |
|
|
|
10.4 |
|
Pledge Agreement, dated April 19, 2016, by and between TransAtlantic Petroleum Ltd. and Dalea Partners, LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 19, 2016, filed with the SEC on April 22, 2016). |
|
|
|
10.5 |
|
Extension of Convertible Promissory Note, dated June 30, 2016, by and between ANBE Holdings, L.P. and TransAtlantic Petroleum Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 30, 2016, filed with the SEC on July 5, 2016). |
|
|
|
12.1* |
|
Ratio of Earnings to Fixed Charges |
|
|
|
31.1* |
|
Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2* |
|
Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1** |
|
Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS* |
|
XBRL Instance Document. |
|
|
|
101.SCH* |
|
XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
|
* |
Filed herewith. |
** |
Furnished herewith. |
35
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: |
|
/s/ N. MALONE MITCHELL 3rd |
|
|
N. Malone Mitchell 3rd Chief Executive Officer |
|
|
|
By: |
|
/s/ WIL F. SAQUETON |
|
|
Wil F. Saqueton Chief Financial Officer |
|
|
|
Date: August 10, 2016 |
36
INDEX TO EXHIBITS
2.1 |
|
Share Purchase Agreement, dated February 29, 2016, among TransAtlantic Holdings B.C. Ltd. and Continental Oil & Gas (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 29, 2016, filed with the SEC on March 4, 2016). |
|
|
|
3.1 |
|
Certificate of Continuance of TransAtlantic Petroleum Ltd., dated October 1, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 1, 2009, filed with the SEC on October 7, 2009). |
|
|
|
3.2 |
|
Altered Memorandum of Continuance of TransAtlantic Petroleum Ltd., dated March 4, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 6, 2014, filed with the SEC on March 6, 2014). |
|
|
|
3.3 |
|
Amended Bye-Laws of TransAtlantic Petroleum Ltd., dated March 4, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 6, 2014, filed with the SEC on March 6, 2014). |
|
|
|
10.1* |
|
Second Waiver and Consent Agreement, dated April 19, 2016, among Amity Oil International Pty Ltd, DMLP, Ltd., Petrogas Petrol Gaz ve Petrokimya Urunleri Insaat Sanayi ve Ticaret A.S., TransAtlantic Exploration Mediterranean International Pty Ltd, Talon Exploration, Ltd., and TransAtlantic Turkey, Ltd., as borrowers; TransAtlantic Petroleum Ltd., TransAtlantic Worldwide, Ltd. and TransAtlantic Petroleum (USA) Corp., as guarantors; BNP Paribas (Suisse) SA and International Finance Corporation, as lenders; and BNPA Paribas (Suisse) SA, as administrative agent. |
|
|
|
10.2 |
|
Note Amendment Agreement, dated April 19, 2016, by and among TransAtlantic Petroleum Ltd., Dalea Partners, LP., and N. Malone Mitchell, 3rd (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 19, 2016, filed with the SEC on April 22, 2016). |
|
|
|
10.3 |
|
Amended and Restated Promissory Note, dated April 19, 2016, by and between TransAtlantic Petroleum Ltd. and Dalea Partners, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 19, 2016, filed with the SEC on April 22, 2016). |
|
|
|
10.4 |
|
Pledge Agreement, dated April 19, 2016, by and between TransAtlantic Petroleum Ltd. and Dalea Partners, LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 19, 2016, filed with the SEC on April 22, 2016). |
|
|
|
10.5 |
|
Extension of Convertible Promissory Note, dated June 30, 2016, by and between ANBE Holdings, L.P. and TransAtlantic Petroleum Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 30, 2016, filed with the SEC on July 5, 2016). |
|
|
|
12.1* |
|
Ratio of Earnings to Fixed Charges |
|
|
|
31.1* |
|
Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2* |
|
Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1** |
|
Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS* |
|
XBRL Instance Document. |
|
|
|
101.SCH* |
|
XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
|
* |
Filed herewith. |
** |
Furnished herewith. |
37
Exhibit 10.1
SECOND WAIVER AND CONSENT TO CREDIT AGREEMENT
This SECOND WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of April 19, 2016, by and among (1) AMITY OIL INTERNATIONAL PTY LTD, a company organized and existing under the laws of Australia (“Amity”), (2) DMLP, LTD., a Bahamas international business company (“DMLP”), (3) PETROGAS PETROL GAZ VE PETROKIMYA ÜRÜNLERI İNŞAAT SANAYI VE TICARET A.Ş., a Turkish joint stock company (“Petrogas”), (4) TRANSATLANTIC EXPLORATION MEDITERRANEAN INTERNATIONAL PTY. LTD., a company organized and existing under the laws of Australia (“TEMI”), (5) TALON EXPLORATION, LTD., a corporation duly organized and validly existing under the laws of Bahamas (“Talon”), (6) TRANSATLANTIC TURKEY, LTD., a corporation duly organized and validly existing under the laws of Bahamas (“TAT”, and together with Amity, DMLP, Petrogas, TEMI and Talon, each a “Borrower” and, collectively, the “Borrowers”), (7) the Guarantors (as defined in the Credit Agreement defined herein), (8) the Lenders (as defined in the Credit Agreement defined herein) and (9) BNP PARIBAS (SUISSE) SA as administrative agent (the “Agent”).
W I T N E S S E T H:
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent are parties to that certain Credit Agreement, dated as of May 6, 2014 (as may from time to time be amended, supplemented, restated or otherwise modified, the “Credit Agreement”).
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent are parties to that certain Waiver and Consent to Credit Agreement, dated as of December 30, 2015 (the “First Waiver”) pursuant to which the Lenders have agreed to (i) waive certain Defaults under the Credit Agreement and (ii) consent to the Borrowers making certain transfers to the Parent and cash withdrawals from the Collection Accounts, in each case subject to the terms and conditions set forth in the First Waiver.
WHEREAS, the Borrowers have failed to satisfy one or more of the conditions under the First Waiver and as such have requested that the Lenders grant a further waiver subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS AND INTERPRETATION
1.1Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. In addition:
“Albanian Facility” means the agreement for a $20,000,000 term loan facility dated December 15, 2011 (and amended and restated on September 17, 2014) between Raiffeisen Bank Sh. A as lender and TransAtlantic Albania Ltd. (a subsidiary of Stream Oil & Gas Ltd.) as borrower.
“Albanian Transaction” means the formation of a joint venture company with respect to the Delvina gas assets in Albania, whether by way of a single transaction or series of related transactions.
“Convertible Notes” means the 13.0% Convertible Notes issued by the Parent and maturing on July 1, 2017 in an aggregate principal amount of $55,000,000 and shall include all debt instruments issued directly or indirectly to replace such Convertible Notes (whether by way of a conversion, exchange, swap or other mechanism).
“Disposal Proceeds” means, in connection with an Albanian Transaction, a Selmo Farm-Out, a TBNG Disposal or any other Disposal made by any Obligor (or any of its Subsidiaries), the gross proceeds received therefrom, less (a) amounts required to repay outstanding senior secured Indebtedness owed to unaffiliated third parties (including, where applicable, Yapi ve Kredi Bankasi) whose consent may have been required in connection with such Disposal, (b) amounts required to pay government obligations or third party contractual obligations and any required escrows or bonding arrangements for indemnification obligations or purchase price adjustments in connection with such Disposal, (c) attorneys’ fees reasonably incurred in connection with such Disposal, and (d) transaction fees and other customary out-of-pocket fees and expenses (but excluding any general and administrative costs) actually incurred by the Parent or its Subsidiaries in connection with such Disposal.
“Funding Proceeds” means, in connection with any funding (whether through debt or equity) obtained by any Obligor (or any of its Subsidiaries), the gross proceeds received therefrom, less (a) attorneys’ fees reasonably incurred in connection with obtaining such funding, and (b) transaction fees and other customary out-of-pocket fees and expenses (but excluding any general and administrative costs) actually incurred by such Obligor (or its Subsidiary) in connection with obtaining such funding; provided that “Funding Proceeds” shall not include the proceeds from the issuance of debt instruments to replace the Convertible Notes (whether by way of a conversion, exchange, swap or other mechanism), if such replacement debt instruments are (x) unsecured, (y) subordinated in priority of payment to the Lenders at all times, and (z) contain terms no more favorable to the holders thereof and no more onerous to the Parent and its Subsidiaries than those contained in the Convertible Notes, as determined by the Lenders in their sole and absolute discretion.
“Monthly Withdrawal Limit” means $4,250,000; provided that if TBNG’s share of payments due under each offtake contract are being paid into a Local Collection Account designated by the Collateral Agent, the Lenders shall, subject to receipt of satisfactory information concerning TBNG’s operating expenditures, discuss with the Borrowers in good faith the possibility of allowing withdrawals above the Monthly Withdrawal Limit in each calendar month to enable TBNG to fund such expenditures.
“Selmo Farm-Out” means a farm-out, joint venture or other Disposal by TEMI of an economic interest in the Selmo Field.
“TBNG” means Thrace Basin Natural Gas (Türkiye) Corporation, a British Virgin Islands company, and a subsidiary of the Parent.
“TBNG Disposal” means a Disposal of all or substantially all of the Equity Interests of TBNG, or all or substantially all of TBNG’s assets or property (whether by way of a single transaction or series of related transactions), and yielding Disposal Proceeds of at least $15,000,000.
“TBNG Disposal Agreement” means a definitive and binding sale and purchase agreement in respect of a TBNG Disposal, entered into with an independent buyer reasonably satisfactory to the Lenders.
“TBNG Facility” means the agreement for an approximately $27,000,000 term loan facility maturing on September 30, 2015 (as amended and restated from time to time) between Yapi ve Kredi Bankasi as lender and TBNG as borrower.
“TBNG Receivables Assignment” means an assignment of receivables granting a Security Interest over all of the present and future receivables of TBNG, in form and substance satisfactory to the Lenders.
“TBNG Security Documents” means (a) a share pledge granting a Security Interest over all present and future Equity Interests of TBNG, and (b) a commercial enterprise pledge agreement granting a Security Interest over substantially all of the present and future movable assets of TBNG, each in form and substance satisfactory to the Lenders.
“Waiver Date” is defined in Section 4.1 (Conditions Precedent).
2
“Waiver Period” means the period starting from the Waiver Date and ending on the Waiver Termination Date (both dates inclusive).
“Waiver Termination Date” means September 30, 2016; provided that the Lenders may, in their sole and absolute discretion, agree in writing to extend such date to December 31, 2016.
1.2Interpretation. This Agreement shall be construed and interpreted in accordance with the rules of construction set forth in Section 1.2 (Terms Generally) and Section 1.3 (Headings; Cross-References) of the Credit Agreement.
SECTION 2. CONDITIONAL WAIVER AND CONSENT
2.1Conditional Waiver. Subject to Section 2.3 (Conditions) and Section 4.1 (Conditions Precedent), the Lenders party hereto agree to waive any Default or Event of Default existing on the date of this Agreement arising from:
|
(a) |
the failure to maintain a Designated Hedge Agreement to provide commodity price support in respect of at least 30% of the anticipated oil production volumes attributable to Proved Developed Producing Reserves, in breach of Section 7.14(a) (Hydrocarbon Hedge Agreement) of the Credit Agreement; |
|
(b) |
payments by the Borrowers to the Parent and its Affiliates for certain field technical services and general and administrative services in breach of Section 8.6 (Restricted Payments) of the Credit Agreement; |
|
(c) |
the Current Ratio falling below 1.10 to 1.00 on each of December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016, in breach of Section 8.16(a) (Financial Covenants) of the Credit Agreement; |
|
(d) |
the existence of a Borrowing Base Deficiency in an amount of $25,132,527.40 as of the date of this Agreement; and |
|
(e) |
a default under the Albanian Facility due to deferred payment of the term loan installment due on December 31, 2015 and failure to execute an agreement with Albpetrol Sh. A to postpone certain capital expenditures, and consequent cross-default under Section 9.1(e) (Cross-Default) of the Credit Agreement. |
It is hereby acknowledged and agreed by the parties hereto that each of the foregoing conditional waivers shall not be deemed to be, nor construed as, a waiver of any other Default or Event of Default that may now be in existence or that may hereafter occur, nor a waiver of any Default or Event of Default which may result from any of the conditions in Section 2.3 (Conditions) and Section 4.1 (Conditions Precedent) not being satisfied.
2.2Conditional Consent. Subject to Section 2.3 (Conditions) and Section 4.1 (Conditions Precedent), the Lenders party hereto consent to the following transfers and withdrawals from the Collection Accounts:
|
(a) |
on or before December 31, 2015, the Borrowers may transfer to the Parent an aggregate amount of up to $1,680,000 to pay for general and administrative costs relating to the Borrowers; |
|
(b) |
before December 31, 2015, the Borrowers may withdraw an aggregate amount of up to $3,500,000 to pay for certain projected expenditure items under the most recently delivered Banking Case as of the date of the First Waiver; |
|
(c) |
for each of January, February and March 2016, the Borrowers may withdraw an aggregate amount of up to $3,500,000 per calendar month to pay for certain projected expenditure items under the most recently delivered Banking Case as of the date of the First Waiver; |
3
|
(e) |
for each calendar month during the Waiver Period, the Borrowers may transfer to the Parent an aggregate amount of up to $540,000 per calendar month to pay for the Parent’s general and administrative costs relating to the Borrowers for such month (but without duplicating any general and administrative costs in Section 2.2(f) below); provided that (x) any such general and administrative costs exceeding $540,000 for any month shall not be carried over to the next month but shall be funded entirely by the shareholders of the Parent by way of capital contributions or shareholder loans, and no Obligor or any of its Subsidiaries shall facilitate the payment of any such excess (whether by Restricted Payments or otherwise), and (y) such transfer would not cause the Monthly Withdrawal Limit to be exceeded in any calendar month; |
|
(f) |
during the Waiver Period, the Borrowers may transfer to the Parent an aggregate amount of up to $1,000,000 to pay for the Parent’s general and administrative costs directly related to transactions to raise Disposal Proceeds or Funding Proceeds; provided that at the time such transfer is to be made (x) all expenses then due and payable in connection with maintaining the Borrowing Base Assets have first been paid in full, and (y) such transfer would not cause the Monthly Withdrawal Limit to be exceeded in any calendar month, and |
it being understood that the amount of such withdrawals will be calculated based on the then current daily foreign exchange rate of Dollars to Turkish Lira as published by the Central Bank of Turkey. Save as set forth in this Agreement, the Borrowers may not make any other withdrawals from the Collection Accounts.
2.3Conditions. The waivers and consents granted by the Lenders under Section 2.1 (Conditional Waiver) and Section 2.2 (Conditional Consent) shall take effect during the Waiver Period and are conditioned upon the following:
|
(a) |
each Borrower shall not (and shall procure that its Subsidiaries do not) make, or permit to be made, any similar or equivalent payments to the Parent or its Affiliates for field technical services and administrative services; |
|
(b) |
by the Waiver Termination Date, the Obligors shall ensure that the Borrowing Base Deficiency is cured; |
|
(c) |
during the Waiver Period, interest on the amount of the Borrowing Base Deficiency shall be calculated using an Applicable Margin of 7.00% per annum and, for the avoidance of doubt, shall be due and payable in cash only (and may not be paid in kind through accretion to principal); |
|
(d) |
by May 15, 2016, the Petrogas directors whose terms have currently expired shall be replaced with new directors and the new Petrogas directors shall pass a resolution approving the Turkish Share Pledge; |
|
(e) |
within two (2) Business Days after receipt of any Disposal Proceeds by any Obligor (or any of its Subsidiaries), such Obligor shall (or shall cause its Subsidiary to) apply all such Disposal Proceeds to prepay the Loans then outstanding, and no Disposal Proceeds shall be used for any purpose other than to prepay the Loans then outstanding; provided that no such prepayment shall be required if the Borrowing Base Deficiency has been cured and all Lenders are satisfied in their sole and absolute discretion that, after using such Disposal Proceeds for other purposes, the Borrowers will still have sufficient funds to pay in full the Obligations when due in accordance with their terms; |
4
|
(g) |
by May 15, 2016, the relevant Obligor(s) shall (or shall cause its Subsidiaries to) enter into a TBNG Disposal Agreement; provided that if an independent buyer has not been identified by May 15, 2016, the Parent shall, within five (5) Business Days thereafter (or such longer period as the Lenders may agree to in writing), at its own expense appoint an M&A advisor reasonably satisfactory to the Lenders to expedite a TBNG Disposal and to advise on the feasibility of other strategies and Disposals to raise sufficient funds to prepay the Loans then outstanding; |
|
(i) |
on the Waiver Date, commence drafting negotiations in respect of the TBNG Security Documents with the Collateral Agent and its legal counsel; |
|
(ii) |
by May 31, 2016, execute the TBNG Security Documents; |
|
(iii) |
by June 30, 2016, ensure that the Security Interests created pursuant to the TBNG Security Documents are duly perfected in accordance with Applicable Law (including obtaining all approvals required by EMRA, GDPA and all other Governmental Authorities); and |
|
(iv) |
promptly pay all documented costs and expenses (including legal fees) incurred by the Agent and the Lenders in connection with the drafting, negotiation and execution of the TBNG Security Documents and the perfection of the Security Interests created pursuant thereto; |
provided that if a TBNG Disposal Agreement is entered into during the Waiver Period, the Collateral Agent shall release the Security Interests created pursuant to the TBNG Security Documents over the relevant assets in order to permit closing to occur thereunder;
|
(i) |
upon the earlier of (a) the TBNG Facility being repaid in full and (b) June 30, 2016, the relevant Obligor(s) shall (or shall cause its Subsidiaries to) cause TBNG to execute the TBNG Receivables Assignment and deliver a receivables payment instruction letter instructing each offtaker to make TBNG’s share of payments due under each offtake contract (but for the avoidance of doubt, excluding any share of payments belonging to any of TBNG’s joint venture partners) into a Local Collection Account designated by the Collateral Agent; provided that if a TBNG Disposal Agreement is entered into during the Waiver Period, the Collateral Agent shall release the Security Interests created pursuant to the TBNG Receivables Assignment in order to permit closing to occur thereunder; |
5
|
(k) |
by the last day of each calendar month during the Waiver Period, the Borrowers shall apply an amount of not less than $850,000 to pay interest (including any stepped-up interest and default interest) on the Loans then outstanding, then to prepay the Loans then outstanding to cure any Borrowing Base Deficiency then in effect (it being acknowledged that such $850,000 shall include all amounts applied by the Agent pursuant to Section 2.3(j)) above); provided that if such prepayment would fall on a day that is not a Business Day, such prepayment shall instead occur on the next Business Day; |
|
(l) |
except as stated in Section 2.2 (Conditional Consent) above and Section 4.1(b) (Conditions Precedent) below and, no other transfers or withdrawals shall be permitted from any Collection Account without the prior written consent of all Lenders; |
|
(m) |
by December 31, 2016, the Parent shall ensure that it has a cash reserve in an amount of not less than $8,000,0000, which amount shall be used solely to fund its general and administrative costs relating to the Borrowers for 2017; |
|
(n) |
on a weekly basis, the Borrowers shall deliver to the Agent (with sufficient copies for the Lenders) each of the following in form and substance satisfactory to the Lenders: |
|
(i) |
a report containing sufficient details on the status and progress made with respect to an Albanian Transaction, a Selmo Farm-out, a TBNG Disposal, each other Disposal and all transactions directly related to raising Funding Proceeds involving any Obligor or any of such Obligor’s Subsidiaries; and |
|
(ii) |
a 3-month forward looking weekly liquidity analysis of the Parent and its Subsidiaries in substantially the form required by the Lenders from time to time, and the Parent shall ensure that there are sufficient cash reserves to meet the funding needs of the Parent and its Subsidiaries as shown in such liquidity analysis; |
|
(o) |
all payments required to be made by the Parent in respect of the Convertible Notes prior to the holders thereof converting their debt interests into Equity Interests in the Parent and relinquishing their debt claims shall be funded entirely by the shareholders of the Parent by way of capital contributions or shareholder loans, and no Obligor or any of its Subsidiaries shall facilitate such payments (whether by Restricted Payments or otherwise); and |
6
SECTION 3. AMENDMENTS
3.1Commitments. Notwithstanding anything to the contrary in the Credit Agreement (including Section 2.2(c) (Nature of Loans) of the Credit Agreement), the Credit Agreement shall be modified as follows with immediate effect and such modifications shall continue in force unless all Lenders otherwise agree in writing:
|
(a) |
the Tranche A Commitment of BNP Paribas shall be permanently reduced from $18,462,000 to $15,243,652.08; |
|
(b) |
the Tranche B Commitment of IFC shall be permanently reduced from $18,462,000 to $15,243,652.08; |
|
(c) |
if a Borrower repays or prepays any portion of the Loans then outstanding, each Lender’s Commitment shall further be automatically and permanently reduced by the amount of such repayment or prepayment it receives; and |
|
(d) |
any portion of the Loans repaid or prepaid by a Borrower may not subsequently be re-borrowed, and no Borrower may submit a new Notice of Borrowing or new LC Application. |
3.2Information on Hydrocarbon Interests. Subject to Section 4.1 (Conditions Precedent), the Obligors agree that each production forecast and production report to be delivered pursuant to Section 7.2(b) (Hydrocarbon Production Forecast) and Section 7.2(c) (Hydrocarbon Production Report) of the Credit Agreement shall include corresponding information relating to TBNG and its hydrocarbon interests; provided that such information need not be included if a TBNG Disposal Agreement has been entered into and closing has occurred thereunder.
SECTION 4. CONDITIONS PRECEDENT
4.1Conditions Precedent. The waivers and consent referred to in Section 2 (Conditional Waiver and Consent) and the amendments in Section 3 (Amendments) shall become effective on the date (the “Waiver Date”) on which all of the following conditions precedent are first satisfied:
|
(a) |
this Agreement shall have been executed by all Obligors and the Lenders and counterparts hereof as so executed shall have been delivered to the Agent; |
|
(b) |
an amount of $4,000,000 shall have been withdrawn from the Collection Accounts and applied to prepay the Loans then outstanding; and |
|
(c) |
the Borrowers shall have paid all outstanding documented costs and expenses (including invoiced legal fees and a waiver fee in the amount of $50,000 payable to each Lender) of the Agent and the Lenders; and |
7
SECTION 5. MISCELLANEOUS
5.1Representations and Warranties. Each Obligor, by signing below, hereby represents, warrants and undertakes to the Agent and the Lenders as follows:
|
(a) |
it is duly organized, validly existing and in good standing (if such concept exists under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization; |
|
(b) |
the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene its constitutional documents or any Applicable Law or any of its Contractual Obligations, and (iv) will not result in the creation or imposition of any Lien prohibited by the Credit Agreement; |
|
(c) |
no consent, order, authorization, or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for its due execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby; |
|
(d) |
it has duly executed and delivered this Agreement, and upon satisfaction of the conditions set forth in Section 3.1 above, this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity; |
|
(e) |
no Obligor has guaranteed or granted any collateral to secure the obligations of Stream Oil & Gas Ltd. as borrower under the Albanian Facility, nor will any Obligor do so without the prior written consent of all Lenders; |
|
(f) |
if any payment in respect of the Convertible Notes is funded by way of a shareholder loan, the Parent shall ensure that no payment (whether of principal, interest or otherwise) in the form of cash or cash equivalents is made in respect of such shareholder loan until all Commitments have been terminated and all Obligations have been paid in full when due in accordance with their terms; provided that the Parent shall be entitled to make payment in kind by issuing additional equity in the Parent to the shareholder who advanced such shareholder loan; |
|
(g) |
after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement; and |
|
(h) |
to the extent not already made above, each of the other representations and warranties set forth in Article 6 of the Credit Agreement is true and correct in all material respects as of the date hereof, (unless stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date). |
8
5.2Waiver of Claims. Each Obligor hereby waives and releases each of the Secured Parties and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which it is aware that currently exist and can now be asserted to reduce or eliminate all or any part of the obligation of such Obligor to make any payments to the Secured Parties as provided in the Loan Documents, such waiver and release being made with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.
5.3Expenses. As provided in the Credit Agreement, but without limiting any terms or provisions thereof, each Obligor agrees to pay on demand, upon presentation of a statement of account, all reasonable costs and expenses incurred by the Agent in connection with the preparation, negotiation, and execution of this Agreement, including without limitation the reasonable costs and fees of the Agent’s legal counsel, regardless of whether the Waiver Date occurs in accordance with the terms hereof.
5.4Credit Agreement Unaffected. Each reference to the Credit Agreement herein or in any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby and, in particular but without prejudice to the foregoing, each Guarantor acknowledges and agrees that its guarantee obligations under Article 10 of the Credit Agreement shall remain in full force and effect and be unaffected hereby. This Agreement is a Loan Document.
5.5Entire Agreement. This Agreement, together with the Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein and supersedes all oral representations and negotiations and prior writings with respect to the subject matter hereof.
5.6Counterparts. This Agreement may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
5.7Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
5.8Submission to Jurisdiction. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK CITY, AND APPELLATE COURTS FROM ANY THEREOF, IN ANY LITIGATION OR OTHER PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF A SECURED PARTY OR AN OBLIGOR IN CONNECTION HEREWITH OR THEREWITH; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE SECURED PARTY’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND; PROVIDED FURTHER THAT NOTHING HEREIN SHALL LIMIT THE RIGHT OF A SECURED PARTY TO BRING PROCEEDINGS AGAINST AN OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION.
5.9Jury Trial Waiver. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
[Remainder of page left blank intentionally.]
9
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first written above.
AMITY OIL INTERNATIONAL PTY LTD, as Borrower
|
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Director |
DMLP, LTD., as Borrower |
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Director |
PETROGAS PETROL GAZ VE PETROKIMYA ÜRÜNLERI İNŞAAT SANAYI VE TICARET A.Ş., as Borrower |
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Directory on behalf of TransAtlantic Turkey Ltd. – Bahamas (BOD member) |
TRANSATLANTIC EXPLORATION MEDITERRANEAN INTERNATIONAL PTY. LTD., as Borrower |
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Director |
TALON EXPLORATION, LTD., as Borrower |
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Director |
TRANSATLANTIC TURKEY, LTD., as Borrower |
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Director |
TRANSATLANTIC WORLDWIDE, LTD., as Guarantor |
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Director |
10
TRANSATLANTIC PETROLEUM (USA) CORP., as Guarantor |
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Vice President |
TRANSATLANTIC PETROLEUM LTD., as Guarantor |
||
|
|
|
By: |
|
/s/ Wil F. Saqueton |
Name: |
|
Wil F. Saqueton |
Title: |
|
Vice President & CFO |
BNP PARIBAS (SUISSE) SA, as Administrative Agent |
||
|
|
|
By: |
|
/s/ Johnny Akiki |
Name: |
|
Johnny AKIKI |
Title: |
|
Authorised signatory |
|
|
|
By: |
|
/s/ Philippe Riboni |
Name: |
|
Philippe RIBONI |
Title: |
|
Member of Management |
BNP PARIBAS (SUISSE) SA, as a Lender |
||
|
|
|
By: |
|
/s/ Philippe Guibert |
Name: |
|
Philippe Guibert |
Title: |
|
Managing Director |
|
|
|
By: |
|
/s/ Adrien Bouchet |
Name: |
|
Adrien BOUCHET |
Title: |
|
Director – Oil & Gas EMEA |
INTERNATIONAL FINANCE CORPORATION, as a Lender |
||
|
|
|
By: |
|
/s/ DeLanson D. Crist |
Name: |
|
DeLanson D. Crist |
Title: |
|
Global Head, Natural Resources |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
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11
Exhibit 12.1
TRANSATLANTIC PETROLEUM LTD.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands, except ratios)
|
|
Six Months Ended June 30, 2016 |
|
|
Earnings available for fixed charges: |
|
|
|
|
Loss from continuing operations before income taxes |
|
$ |
(8,514 |
) |
Interest expense |
|
|
5,270 |
|
Portion of rent expense representing interest |
|
|
- |
|
Earnings available for fixed charges |
|
|
(3,244 |
) |
|
|
|
|
|
Fixed charges: |
|
|
|
|
Interest expense |
|
|
5,270 |
|
Portion of rent expense representing interest |
|
|
- |
|
Fixed charges |
|
|
5,270 |
|
|
|
|
|
|
Ratio of earnings to fixed charges |
|
|
- |
|
Coverage deficiency |
|
|
13,784 |
|
EXHIBIT 31.1
CERTIFICATION
I, N. Malone Mitchell 3rd, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of TransAtlantic Petroleum Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
August 10, 2016 |
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/s/ N. Malone Mitchell 3rd |
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N. Malone Mitchell 3rd |
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Chief Executive Officer |
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EXHIBIT 31.2
CERTIFICATION
I, Wil F. Saqueton, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of TransAtlantic Petroleum Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
August 10, 2016 |
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/s/ Wil F. Saqueton |
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Wil F. Saqueton |
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Chief Financial Officer |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of TransAtlantic Petroleum Ltd. (the “Company”) does hereby certify, to such officer’s knowledge, that:
This Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly represents, in all material respects, the financial condition and results of operation of the Company as of, and for, the periods presented in the Form 10-Q.
Date: August 10, 2016
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/s/ N. Malone Mitchell 3rd |
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N. Malone Mitchell 3rd |
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Chief Executive Officer |
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/s/ Wil F. Saqueton |
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Wil F. Saqueton |
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Chief Financial Officer |
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The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Document and Entity Information - shares |
6 Months Ended | |
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Jun. 30, 2016 |
Aug. 08, 2016 |
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Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TAT | |
Entity Registrant Name | TRANSATLANTIC PETROLEUM LTD. | |
Entity Central Index Key | 0001092289 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 47,160,617 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2016 |
Dec. 31, 2015 |
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Statement Of Financial Position [Abstract] | ||
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, authorized | 100,000,000 | 100,000,000 |
Common shares, issued | 47,160,617 | 41,017,777 |
Common shares, outstanding | 47,160,617 | 41,017,777 |
Consolidated Statement of Equity (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands |
Total |
Common Shares [Member] |
Treasury Stock [Member] |
Warrants [Member] |
Additional Paid-in Capital [Member] |
Accumulated Other Comprehensive Loss [Member] |
Accumulated Deficit [Member] |
---|---|---|---|---|---|---|---|
Beginning balance at Dec. 31, 2015 | $ 58,922 | $ 4,102 | $ (970) | $ 699 | $ 569,365 | $ (121,590) | $ (391,985) |
Beginning balance, shares at Dec. 31, 2015 | 41,017,777 | 41,018,000 | 333,000 | ||||
Issuance of common shares | $ 3,970 | $ 600 | 3,370 | ||||
Issuance of common shares (in shares) | 5,998,000 | ||||||
Issuance of restricted stock units | $ 14 | (14) | |||||
Issuance of restricted stock units, shares | 145,000 | ||||||
Tax withholding on restricted stock units | (41) | (41) | |||||
Share-based compensation | 354 | 354 | |||||
Foreign currency translation adjustment | 709 | 709 | |||||
Net loss | (12,213) | (12,213) | |||||
Ending balance at Jun. 30, 2016 | $ 51,701 | $ 4,716 | $ (970) | $ 699 | $ 573,034 | $ (120,881) | $ (404,198) |
Ending balance, shares at Jun. 30, 2016 | 47,160,617 | 47,161,000 | 333,000 |
General |
6 Months Ended |
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Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General | 1. General Nature of operations TransAtlantic Petroleum Ltd. (together with its subsidiaries, “we,” “us,” “our,” the “Company” or “TransAtlantic”) is an international oil and natural gas company engaged in acquisition, exploration, development and production. We have focused our operations in countries that have established, yet underexplored petroleum systems, are net importers of petroleum, have an existing petroleum transportation infrastructure and provide favorable commodity pricing, royalty rates and tax rates to exploration and production companies. We hold interests in developed and undeveloped oil and natural gas properties in Turkey and Bulgaria. As of August 8, 2016, approximately 36% of our outstanding common shares were beneficially owned by N. Malone Mitchell 3rd, our chief executive officer and chairman of our board of directors. TransAtlantic is a holding company with two operating segments – Turkey and Bulgaria. Its assets consist of its ownership interests in subsidiaries that primarily own assets in Turkey and Bulgaria. Basis of presentation Our consolidated financial statements are expressed in U.S. Dollars and have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All amounts in the notes to the consolidated financial statements are in U.S. Dollars unless otherwise indicated. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews estimates, including those related to fair value measurements associated with acquisitions and financial derivatives, the recoverability and impairment of long-lived assets, contingencies and income taxes. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. During the six months ended June 30, 2016, we reclassified certain balance sheet amounts previously reported on our consolidated balance sheet at December 31, 2015 to conform to current year presentation. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2015. |
Going Concern |
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Jun. 30, 2016 | |||||||||||||||||||
Going Concern [Abstract] | |||||||||||||||||||
Going Concern | 2. Going concern These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. These principles assume that we will be able to realize our assets and discharge our obligations in the normal course of operations for the foreseeable future. We incurred a net loss of $12.2 million for the six months ended June 30, 2016, which included net loss from discontinued operations of $0.1 million. At June 30, 2016, the outstanding principal amount of our debt was $84.7 million (excluding unamortized deferred financing costs), and we had a working capital deficit (excluding assets and liabilities held for sale) of $19.8 million. Due to the significant decline in Brent crude oil prices during 2015, the borrowing base under our senior credit facility (the “Senior Credit Facility”) with BNP Paribas (Suisse) SA (“BNP Paribas”) and the International Finance Corporation (“IFC”, and together with BNP Paribas, the “Lenders”) was decreased to $5.4 million effective April 1, 2016. The decline in the borrowing base resulted in a $18.8 million borrowing base deficiency under the Senior Credit Facility as of June 30, 2016. On April 19, 2016, we entered into a second waiver and consent to credit agreement (the “Second Waiver and Consent”) with BNP Paribas and IFC, which granted us a conditional waiver of defaults under the Senior Credit Facility and the current ratio financial covenant non-compliance at December 31, 2015, and March 31, June 30, and September 30, 2016. The Second Waiver and Consent also permitted the borrowers to make certain limited transfers and withdrawals from the collection accounts pledged to the Lenders under the Senior Credit Facility. The Second Waiver and Consent included certain conditions, including the following:
As of June 30, 2016, we had $24.2 million of outstanding borrowings under the Senior Credit Facility, a borrowing base deficiency of $18.8 million and no availability. In addition, we were not in compliance with certain covenants in the Second Waiver and Consent, including the requirement to enter into a binding purchase and sale agreement for TBNG by May 15, 2016. We continue to work with the Lenders to satisfy these conditions and restructure our Senior Credit Facility obligations. Subsequent to June 30, 2016, we repaid $0.9 million of principal under the Senior Credit Facility, reducing the outstanding balance to $23.3 million and the borrowing base deficiency to $17.9 million as of August 8, 2016. In addition, as of June 30, 2016 and August 8, 2016, the Lenders held $7.2 million and $12.0 million, respectively, of restricted cash in our collection accounts in Turkey. Even if we obtain the funds to repay our borrowing base deficiency, we will need some form of debt restructuring, capital raising effort or asset sale in order to fund our operations and meet our substantial debt service obligations of approximately $29.7 million in 2016 and $55.0 million in 2017. We have engaged Seaport Global Inc. as an independent advisor, and our management is actively pursuing improving our working capital position and/or restructuring our future debt service obligations in order to remain a going concern for the foreseeable future. As a result there is substantial doubt regarding our ability to continue as a going concern. Management believes the going concern assumption to be appropriate for these consolidated financial statements. If the going concern assumption was not appropriate, adjustments would be necessary to the carrying values of assets and liabilities, reported revenues and expenses, and in the balance sheet classifications used in these consolidated financial statements. |
Recent Accounting Pronouncements |
6 Months Ended |
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Jun. 30, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 3. Recent accounting pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), an amendment to Accounting Standards Codification (“ASC”) Subtopic 330-10. The amendment states that entities should measure inventory at the lower of cost and net realizable value. The amendment does not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendment applies to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. ASU 2015-11 is effective for fiscal years beginning after December 31, 2016, including interim periods within those fiscal years. We are currently assessing the potential impact of ASU 2015-11 on our consolidated financial statements and results of operations. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”). ASU 2016-08 does not change the core principle of Topic 606 but clarifies the implementation guidance on principal versus agent considerations. ASU 2016-08 is effective for the annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-08 on our consolidated financial statements and results of operations. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. We are currently assessing the potential impact of ASU 2016-09 on our consolidated financial statements and results of operations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). ASU 2016-10 does not change the core principle of Topic 606 but clarifies the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective for annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-10 on our consolidated financial statements and results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for a fiscal year beginning after December 15, 2018, including interim periods within that fiscal year. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We are currently assessing the potential impact of ASU 2016-13 on our consolidated financial statements and results of operations. We have reviewed other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on our consolidated results of operations, financial position and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations. |
Property and equipment |
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Property and equipment | 4. Property and equipment Oil and natural gas properties The following table sets forth the capitalized costs under the successful efforts method for our oil and natural gas properties as of:
At June 30, 2016 and December 31, 2015, we excluded $0.1 million and $0.7 million, respectively, from the depletion calculation for proved development wells currently in progress and for costs associated with fields currently not in production. At June 30, 2016, the capitalized costs of our oil and natural gas properties, net of accumulated depletion, included $18.8 million relating to acquisition costs of proved properties, which are being depleted by the unit-of-production method using total proved reserves, and $100.6 million relating to well costs and additional development costs, which are being depleted by the unit-of-production method using proved developed reserves. At December 31, 2015, the capitalized costs of our oil and natural gas properties included $20.0 million relating to acquisition costs of proved properties, which are being amortized by the unit-of-production method using total proved reserves, and $111.4 million relating to well costs and additional development costs, which are being amortized by the unit-of-production method using proved developed reserves Impairments of proved properties and impairment of exploratory well costs Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate the carrying value of such properties may not be recoverable. We primarily use Level 3 inputs to determine fair value, including but are not limited to, estimates of proved reserves, future commodity prices, the timing and amount of future production and capital expenditures and discount rates commensurate with the risk reflective of the lives remaining for the respective oil and natural gas properties. During the three and six months ended June 30, 2016, we recorded $0.1 million and $1.4 million, respectively, of impairment of proved properties and exploratory well costs, which are primarily measured using Level 3 inputs. Capitalized cost greater than one year As of June 30, 2016, we had $1.3 million and $2.2 million of exploratory well costs capitalized for the Hayrabolu-10 and Pinar-1 wells, respectively, in Turkey, which we spud in February 2013 and March 2014, respectively. The Hayrabolu-10 and Pinar-1 wells continue to be held for completion. Equipment and other property The historical cost of equipment and other property, presented on a gross basis with accumulated depreciation, is summarized as follows:
We classify our materials and supply inventory, including steel tubing and casing, as long-term assets because such materials will ultimately be classified as long-term assets when the material is used in the drilling of a well. At June 30, 2016 and December 31, 2015, we excluded $21.0 million and $21.3 million of inventory, respectively, from depreciation as the inventory had not been placed into service. |
Asset Retirement obligations |
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Asset Retirement obligations | 5. Asset retirement obligations The following table summarizes the changes in our asset retirement obligations (“ARO”) for the six months ended June 30, 2016 and for the year ended December 31, 2015:
Our ARO is measured using primarily Level 3 inputs. The significant unobservable inputs to this fair value measurement include estimates of plugging costs, remediation costs, inflation rate and well life. The inputs are calculated based on historical data as well as current estimated costs. |
Commodity derivative instruments |
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Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commodity derivative instruments | 6. Commodity derivative instruments We use derivative contracts to hedge against the variability in cash flows associated with the forecasted sale of a portion of our future oil production. We have not designated the derivative contracts as hedges for accounting purposes, and accordingly, we record the derivative contracts at fair value and recognize changes in fair value in earnings as they occur. To the extent that a legal right of offset exists, we net the value of our derivative contracts with the same counterparty in our consolidated balance sheets. All of our oil derivative contracts are settled based upon Brent crude oil pricing. We recognize gains and losses related to these contracts on a fair value basis in our consolidated statements of comprehensive (loss) income under the caption “(Loss) gain on commodity derivative contracts.” Settlements of derivative contracts are included in operating activities on our consolidated statements of cash flows under the caption “Cash settlement on commodity derivative contracts.” During the three months ended June 30, 2016 and 2015, we recorded a net loss on commodity derivative contracts of $3.0 million and $3.3 million, respectively. During the six months ended June 30, 2016 and 2015, we recorded a net loss on commodity derivative contracts of $2.2 million and a net gain of $0.5 million, respectively. At June 30, 2016 and December 31, 2015, we had outstanding contracts with respect to our future crude oil production as set forth in the tables below: Fair Value of Derivative Instruments as of June 30, 2016
Fair Value of Derivative Instruments as of December 31, 2015
Balance sheet presentation The following table summarizes both: (i) the gross fair value of our commodity derivative instruments by the appropriate balance sheet classification even when the commodity derivative instruments are subject to netting arrangements and qualify for net presentation in our consolidated balance sheets at June 30, 2016 and December 31, 2015, and (ii) the net recorded fair value as reflected on our consolidated balance sheets at June 30, 2016 and December 31, 2015.
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Loans payable | 7. Loans payable
As of the dates indicated, our third-party debt consisted of the following:
Senior Credit Facility On May 6, 2014, certain of our wholly owned subsidiaries entered into the Senior Credit Facility with BNP Paribas and IFC. The Senior Credit Facility is guaranteed by us and each of TransAtlantic Petroleum (USA) Corp. (“TransAtlantic USA”) and TransAtlantic Worldwide, Ltd. (each, a “Guarantor”). The borrowing base amount is re-determined semi-annually on April 1st and October 1st of each year. The April 1, 2016 redetermination resulted in a $5.4 million borrowing base and a $18.8 million borrowing base deficiency under the Senior Credit Facility as of June 30, 2016. Loans under the Senior Credit Facility accrue interest at a rate of three-month LIBOR plus 5.00% per annum (5.63% at June 30, 2016), except as described below. The borrowing base amount equals, for any calculation date, the lowest of:
On April 19, 2016, we entered into the Second Waiver and Consent with BNP Paribas and IFC, which granted us a conditional waiver of defaults under the Senior Credit Facility and permitted the borrowers to make certain limited transfers and withdrawals from the collection accounts pledged to the Lenders under the Senior Credit Facility. The Second Waiver and Consent also waived non-compliance with the current ratio financial covenant in the Senior Credit Facility on each of December 31, 2015, and March 31, June 30, and September 30, 2016. The Second Waiver and Consent included certain conditions, including the following:
Pursuant to the Second Waiver and Consent, as of April 19, 2016, the Lenders’ aggregate commitments were reduced to $30.5 million, with individual commitments of $15.2 million each, and shall be further reduced by the amount of any payments under the Senior Credit Facility. During the Waiver Period, interest on the borrowing base deficiency will accrue at a rate of three-month LIBOR plus 7.00% per annum (7.63% at June 30, 2016). As of June 30, 2016, we had $24.2 million of outstanding borrowings under the Senior Credit Facility, a borrowing base deficiency of $18.8 million and no availability. In addition, we were not in compliance with certain covenants in the Second Waiver and Consent, including the requirement to enter into a binding purchase and sale agreement for TBNG by May 15, 2016. We continue to work with the Lenders to satisfy these conditions and restructure our Senior Credit Facility obligations. Subsequent to June 30, 2016, we repaid $0.9 million of principal under the Senior Credit Facility, reducing the outstanding balance to $23.3 million and the borrowing base deficiency to $17.9 million, as of August 8, 2016. In addition, as of June 30, 2016 and August 8, 2016, the Lenders held $7.2 million and $12.0 million, respectively, of restricted cash in our collection accounts in Turkey. As of August 8, 2016, we had granted a security interest in favor of the Lenders over all of the equity interests in, and moveable assets of, TBNG, and were in the process of granting a security interest in favor of the Lenders over all present and future receivables of TBNG. We are also in active negotiations with third party purchasers for the sale of TBNG. We have engaged Seaport Global Inc. as an independent advisor, and our management is actively pursuing alternate structures for the 2017 Notes. We have classified all borrowings under the Senior Credit Facility as short-term debt as of June 30, 2016 due to the uncertainty regarding our ability to comply with the covenants in the Senior Credit Facility for the next twelve months. 2017 Notes As of June 30, 2016, we had $55.0 million aggregate principal amount of outstanding 2017 Notes. The 2017 Notes bear interest at a rate of 13.0% per annum and mature on July 1, 2017. The 2017 Notes are convertible at any time, at the election of a holder, into our common shares at a conversion price of $6.80 per share. On June 30, 2016, we issued 2,905,737 common shares in a private placement to certain holders of the 2017 Notes, at the election of such holders to receive common shares in lieu of cash interest on the 2017 Notes (see Note 9, “Shareholders’ equity”). TBNG credit facility TBNG has a fully-drawn credit facility with a Turkish bank. During the second quarter of 2016, the facility was amended and the monthly principal installments were deferred until August 29, 2016. The facility may be prepaid without penalty. The facility is secured by a lien on a Turkish real estate property owned by Gundem Turizm Yatirim ve Isletmeleri Anonim Sirketi (“Gundem”), which is 97.5% beneficially owned by Mr. Mitchell and his children. At June 30, 2016, TBNG owed $0.9 million under the credit facility and had no availability. West Promissory Notes In August 2015, TransAtlantic USA entered into promissory notes (the “Promissory Notes”) with each of Mary West CRT 2 LLC and Gary West CRT 2 LLC, shareholders of the Company (collectively, the “Holders”), whereby TransAtlantic USA could borrow up to $1.5 million under each Promissory Note to fund our share repurchase program. The Holders are managed by Randy Rochman, an observer of our board of directors. On August 21, 2015, TransAtlantic USA borrowed $500,000 under each Promissory Note. Pursuant to the terms of the Promissory Notes, the Holders are granted a first priority lien and security interest in all of our common shares purchased under our share repurchase program. Loans under the Promissory Notes accrue interest at a rate of 9.00% per annum and mature on October 1, 2016. The Promissory Notes are guaranteed by us. As of June 30, 2016, we had borrowed $1.0 million under the Promissory Notes and had no availability. The funds were used to purchase our common shares pursuant to our share repurchase program. ANBE Note On December 30, 2015, TransAtlantic USA entered into a $5.0 million draw down convertible promissory note (the “Note”) with ANBE Holdings, L.P. (“ANBE”), an entity owned by the children of the Company’s chairman and chief executive officer, N. Malone Mitchell 3rd, and controlled by an entity managed by Mr. Mitchell and his wife. The Note bears interest at a rate of 13.0% per annum. On December 30, 2015, the Company borrowed $3.6 million under the Note (the “Initial Advance”) for general corporate purposes. On June 30, 2016, TransAtlantic USA entered into an extension of the Note (the “Extension”) with ANBE. The Extension extended the date on which the Company could request advances under the Note from June 15, 2016 to August 15, 2016 and extended the maturity date of the Note from June 30, 2016 to August 31, 2016. As of June 30, 2016, the Company had borrowed $3.6 million under the Note and had availability of $1.4 million. Advances under the Note may be converted, at the election of ANBE, any time after the NYSE MKT approves the Company’s application to list the additional common shares issuable pursuant to the conversion feature of the Note and prior to the maturity of the Note. The conversion price per common share for each advance is equal to 105% of the closing price of the Company’s common shares on the NYSE MKT on the trading date immediately prior to such advance. The conversion price of the Initial Advance is $1.3755 per share.
On June 30, 2016, we issued 355,826 common shares in a private placement to ANBE in lieu of cash interest on the Note (see Note 9, “Shareholders’ equity”). |
Contingencies relating to production leases and exploration permits |
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Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies relating to production leases and exploration permits | 8. Contingencies relating to production leases and exploration permits Selmo We are involved in litigation with persons who claim ownership of a portion of the surface at the Selmo oil field in Turkey. These cases are being vigorously defended by TransAtlantic Exploration Mediterranean International Pty Ltd (“TEMI”) and Turkish governmental authorities. We do not have enough information to estimate the potential additional operating costs we would incur in the event the purported surface owners’ claims are ultimately successful. Any adjustment arising out of the claims will be recorded when it becomes probable and measurable. Morocco During 2012, we were notified that the Moroccan government may seek to recover approximately $5.5 million in contractual obligations under our Tselfat exploration permit work program. In February 2013, the Moroccan government drew down our $1.0 million bank guarantee that was put in place to ensure our performance of the Tselfat exploration permit work program. Although we believe that the bank guarantee satisfies our contractual obligations, during 2012, we recorded $5.0 million in accrued liabilities relating to our Tselfat exploration permit for this contingency. Bulgaria During 2012, we were notified that the Bulgarian government may seek to recover approximately $2.0 million in contractual obligations under our Aglen exploration permit work program. Due to the Bulgarian government’s January 2012 ban on fracture stimulation and related activities, a force majeure event under the terms of the exploration permit was recognized by the government. Although we invoked force majeure, we recorded $2.0 million in general and administrative expense relating to our Aglen exploration permit during 2012 for this contractual obligation. In October 2015, the Bulgarian Ministry of Energy and Economy filed a suit against our subsidiary, Direct Petroleum Bulgaria EOOD (“Direct Bulgaria”), claiming a $200,000 penalty for Direct Bulgaria’s alleged failure to fulfill the Aglen work program. We believe that Direct Bulgaria is not under any obligation to fulfill the work program until the 2012 force majeure event is rectified and intend to vigorously defend this claim. Direct Petroleum In July 2013, we entered into a second amendment (the “Amendment”) to the purchase agreement (the “Purchase Agreement”) with Direct Petroleum Exploration, LLC (“Direct”). The Amendment set forth a new obligation to drill and test the Deventci-R2 well by May 1, 2014. We completed the drilling and testing requirements pursuant to the Amendment during April 2014, which resulted in the reversal of a $2.5 million contingent liability recorded in 2011. The reversal was recognized in our consolidated statements of comprehensive income (loss) under the caption “Revaluation of contingent consideration” during the nine months ended September 30, 2014. In December 2014, Direct filed suit against the Company alleging that it was due liquidated damages of $5.0 million worth of common shares of the Company pursuant to the Amendment. On March 15, 2016, the Company entered into a settlement agreement pursuant to which we agreed to issue 225,000 common shares to Direct in exchange for a mutual release of all current and future claims against the other party in connection with the Purchase Agreement. On April 17, 2016, the Company issued 225,000 common shares to Direct pursuant to a settlement agreement, and the court dismissed the lawsuit on April 28, 2016.
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' equity | 9. Shareholders’ equity June 2016 share issuance On June 30, 2016, we issued an aggregate of 5,773,305 common shares in private placements under the Securities Act of 1933, as amended (the “Securities Act”). Of the 5,773,305 common shares, (i) 2,905,737 common shares were issued to holders of the 2017 Notes at the election of such holders to receive common shares in lieu of cash interest on the 2017 Notes; (ii) 355,826 common shares were issued to ANBE in lieu of cash interest on the Note; and (iii) 2,511,742 common shares were issued for cash, which was used to pay cash interest to certain holders of the 2017 Notes. All of the shares were issued at a value of $0.6599 per share, which was equal to 75% of the 10-day volume weighted average price through the close of trading of the common shares on the NYSE MKT on June 29, 2016. Direct settlement On April 17, 2016, we issued 225,000 common shares to Direct pursuant to a settlement agreement. Restricted stock units We recorded share-based compensation expense of $0.2 million for awards of restricted stock units (“RSUs”) for each of the three months ended June 30, 2016 and 2015. We recorded share-based compensation expense of $0.4 million and $0.5 million for awards of RSUs for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, we had approximately $0.6 million of unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 1.5 years. Earnings per share We account for earnings per share in accordance with ASC Subtopic 260-10, Earnings Per Share (“ASC 260-10”). ASC 260-10 requires companies to present two calculations of earnings per share: basic and diluted. Basic earnings per common share for the three and six months ended June 30, 2016 and 2015 equals net loss divided by the weighted average shares outstanding during the periods. Weighted average shares outstanding are equal to the weighted average of all shares outstanding for the period, excluding unvested RSUs. Diluted earnings per common share for the three and six months ended June 30, 2016 and 2015 are computed in the same manner as basic earnings per common share after assuming the issuance of common shares for all potentially dilutive common share equivalents, which includes RSUs. For the three and six months ended June 30, 2016, there were no dilutive securities included in the calculation of diluted earnings per share. The following table presents the basic and diluted earnings per common share computations:
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment information | 10. Segment information In accordance with ASC 280, Segment Reporting (“ASC 280”), we have two reportable geographic segments: Turkey and Bulgaria. Summarized financial information from continuing operations concerning our geographic segments is shown in the following table:
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Financial instruments | 11. Financial instruments Cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and our loans payable were each estimated to have a fair value approximating the carrying amount at June 30, 2016 and December 31, 2015, due to the short maturity of those instruments. Interest rate risk We are exposed to interest rate risk as a result of our variable rate short-term cash holdings and borrowings under the Senior Credit Facility. Foreign currency risk We have underlying foreign currency exchange rate exposure. Our currency exposures relate to transactions denominated in the Canadian Dollar, Bulgarian Lev, European Union Euro, Romanian New Leu and Turkish Lira (“TRY”). We are also subject to foreign currency exposures resulting from translating the functional currency of our foreign subsidiary financial statements into the U.S. Dollar reporting currency. We have not used foreign currency forward contracts to manage exchange rate fluctuations. At June 30, 2016, we had 28.6 million TRY (approximately $9.9 million) in cash and cash equivalents and restricted cash, which exposes us to exchange rate risk based on fluctuations in the value of the TRY. Commodity price risk We are exposed to fluctuations in commodity prices for oil and natural gas. Commodity prices are affected by many factors, including, but not limited to, supply and demand. At June 30, 2016 and December 31, 2015, we were a party to commodity derivative contracts (see Note 6, “Commodity derivative instruments”). Concentration of credit risk The majority of our receivables are within the oil and natural gas industry, primarily from our industry partners and from government agencies. Included in receivables are amounts due from Turkiye Petrolleri Anonim Ortakligi, the national oil company of Turkey, and Turkiye Petrol Rafinerileri A.Ş., a privately owned oil refinery in Turkey, which purchases all of our oil production. The receivables are not collateralized. To date, we have experienced minimal bad debts from customers in Turkey. The majority of our cash and cash equivalents are held by three financial institutions in the United States and Turkey. Fair value measurements The following table summarizes the valuation of our financial assets and liabilities as of June 30, 2016:
The following table summarizes the valuation of our financial assets and liabilities as of December 31, 2015:
We remeasure our derivative contracts on a recurring basis, with changes flowing through earnings. At June 30, 2016 and December 31, 2015, the fair values of the Senior Credit Facility and 2017 Notes were estimated using a discounted cash flow analysis based on unobservable Level 3 inputs, including our own credit risk associated with the loans payable. |
Related Party Transactions |
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Related party transactions | 12. Related party transactions The following table summarizes related party accounts receivable and accounts payable as of the dates indicated:
Services transactions On March 3, 2016, Mr. Mitchell closed a transaction whereby he sold his interests in Viking Services B.V. (“Viking Services”), the beneficial owner of Viking International Limited (“Viking International”), Viking Petrol Sahasi Hizmetleri A.S. (“VOS”) and Viking Geophysical Services Ltd. (“Viking Geophysical”), to a third party. As part of the transaction, Mr. Mitchell acquired certain equipment used in the performance of stimulation, wireline, workover and similar services, which equipment is owned and operated by a new entity, Production Solutions International Petrol Arama Hizmetleri Anonim Sirketi (“PSIL”). PSIL is beneficially owned by Dalea Investment Group, LLC, which is controlled by Mr. Mitchell. Consequently, on March 3, 2016, TEMI entered into a master services agreement (the “PSIL MSA”) with PSIL on substantially similar terms to the current master services agreements with Viking International, VOS and Viking Geophysical. Pursuant to the PSIL MSA, PSIL performs the services on behalf of TEMI and its affiliates. The master service agreements with each of Viking International, VOS and Viking Geophysical will remain in effect through the remainder of the five-year term of the agreements ending on June 13, 2017. Dalea Amended Note and Pledge Agreement On April 19, 2016, we entered into a note amendment agreement (the “Note Amendment Agreement”) with Mr. Mitchell, and Dalea Partners, LP (“Dalea”), pursuant to which Dalea agreed to deliver an amended and restated promissory note (the “Amended Note”) in favor of us, in the principal sum of $7,964,053, which Amended Note would amend and restate that certain promissory note, dated June 13, 2012, made by Dalea in favor of us in the principal amount of $11.5 million (the “Original Note”). The Note Amendment Agreement reduced the principal amount of the Original Note to $8.0 million in exchange for the cancellation of an account payable of approximately $3.5 million (the “Account Payable”) owed by TransAtlantic Albania Ltd. (“TransAtlantic Albania”), a former subsidiary of the Company, to Viking International. We have indemnified a third party for any liability relating to the payment of the Account Payable. Pursuant to the Note Amendment Agreement, on April 19, 2016, we entered into the Amended Note, which amended and restated the Original Note that was issued in connection with our sale of our subsidiaries, Viking International and Viking Geophysical Services, to a joint venture owned by Dalea and Abraaj Investment Management Limited in June 2012. In the Amended Note, we and Dalea acknowledged that (i) while the sale of Dalea’s interest in Viking Services enabled us to take the position that the Original Note was accelerated in accordance with its terms, the principal purpose of including the acceleration events in the Original Note was to ensure that certain oilfield services provided by Viking Services to us would continue to be available to us, and (ii) such services will now be provided pursuant to the PSIL MSA. PSIL is beneficially owned by Dalea Investment Group, LLC, which is controlled by Mr. Mitchell. As a result, the Amended Note revised the events triggering acceleration of the repayment of the Original Note to the following: (i) a reduction of ownership by Dalea (and other controlled affiliates of Mr. Mitchell) of equity interest in PSIL to less than 50%; (ii) the sale or transfer by Dalea or PSIL of all or substantially all of its assets to any person (a “Transferee”) that does not own a controlling interest in Dalea or PSIL and is not controlled by Mr. Mitchell (an “Unrelated Person”), or the subsequent transfer by any Transferee that is not an Unrelated Person of all or substantially all of its assets to an Unrelated Person; (iii) the acquisition by an Unrelated Person of more than 50% of the voting interests of Dalea or PSIL; (iv) termination of the PSIL MSA other than as a result of an uncured default thereunder by TEMI; (v) default by PSIL under the PSIL MSA, which default is not remedied within a period of 30 days after notice thereof to PSIL; and (vi) insolvency or bankruptcy of PSIL. The maturity date of the Amended Note was extended to June 13, 2019. The interest rate on the Amended Note remains at 3.0% per annum and continues to be guaranteed by Mr. Mitchell. The Amended Note contains customary events of default. In addition, pursuant to the Note Amendment Agreement, on April 19, 2016, we entered into a pledge agreement (the “Pledge Agreement”) with Dalea, whereby Dalea pledged the $2.0 million principal amount of the 2017 Notes owned by Dalea (the “Dalea Convertible Notes”), including any future securities for which the Dalea Convertible Notes are converted or exchanged, as security for the performance of Dalea’s obligations under the Amended Note. The Pledge Agreement provides that interest payable to Dalea under the Dalea Convertible Notes (or any future securities for which the Dalea Convertible Notes are converted or exchanged) will be credited first against the outstanding principal balance of the Amended Note and, upon full repayment of the outstanding principal balance of the Amended Note, any accrued and unpaid interest on the Amended Note. The Pledge Agreement contains customary events of default. On June 30, 2016, we entered into a waiver with Dalea, whereby we waived our right under the Pledge Agreement to receive the interest payment due July 1, 2016 under the Dalea Convertible Notes in connection with the payment of 201,459 common shares to Dalea with respect to the 2017 Note interest payment paid on June 30, 2016. Private placements On June 30, 2016, we issued an aggregate of 5,773,305 common shares in private placements under the Securities Act. Of the 5,773,305 common shares, (i) 1,974,452 common shares were issued to Dalea, the trusts of Mr. Mitchell’s four children and Pinon Foundation, a nonprofit entity controlled by Mrs. Mitchell, at their election to receive common shares in lieu of cash interest on the 2017 Notes; (ii) 355,826 common shares were issued to ANBE in lieu of cash interest on the Note and (iii) 814,627 common shares were issued to Dalea and the trusts of Mr. Mitchell’s four children for cash, which was used to pay cash interest to certain holders of the 2017 Notes (see Note 9, “Shareholders’ equity”). Indemnity agreement On May 9, 2016, Mr. Mitchell guaranteed the payment of director and officer liability premiums in the amount of $0.4 million (the “Guaranteed Payments”) payable to US Premium Finance solely in the event of a change of control of the Company. On May 9, 2016, we entered into an Indemnity Agreement with Mr. Mitchell pursuant to which we agreed to indemnify him for any damages he incurs related to the Guaranteed Payments. |
Discontinued Operations |
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Discontinued Operations And Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued operations | 13. Discontinued operations Discontinued operations in Albania As of December 31, 2015 and June 30, 2016, we classified our Albania segment as assets and liabilities held for sale and presented the operating results within discontinued operations for all periods presented. In February 2016, we sold all of the outstanding equity in Stream Oil & Gas Ltd. (“Stream”) to GBC Oil Company Ltd. (“GBC Oil”) in exchange for (i) the future payment of $2.3 million to Raiffeisen Bank Sh.A. (“Raiffeisen”) to pay down the term loan facility dated as of September 17, 2014 (the “Term Loan Facility”) between Stream’s wholly-owned subsidiary, TransAtlantic Albania and Raiffeisen, and (ii) the assumption of $29.2 million of liabilities owed by Stream, consisting of $23.1 million of accounts payable and accrued liabilities and $6.1 million of debt. TransAtlantic Albania owns all of our former Albanian assets and operations. In addition, GBC Oil issued us a warrant pursuant to which we have the option to acquire up to 25% of the fully diluted equity interests in TransAtlantic Albania for nominal consideration at any time on or before March 1, 2019. Prior to the sale of Stream to GBC Oil, TransAtlantic Albania entered into an assignment and assumption agreement pursuant to which TransAtlantic Albania will assign its Delvina natural gas assets and $12.9 million of associated liabilities to Delvina Gas Company Ltd. (“Delvina Gas”), our newly formed, wholly owned subsidiary, to be effective immediately upon receipt of required contractual consents. There is no assurance that we will be able to obtain the required contractual consents. In addition, we agreed to indemnify GBC Oil and Stream for the $12.9 million of liabilities related to the Delvina gas operations. We are currently negotiating a joint venture with a third party for the purchase of a portion of Delvina Gas. There is no assurance that we will be able to complete a joint venture for the purchase of a portion of Delvina Gas. If the Delvina natural gas assets are not transferred to Delvina Gas due to a breach of the purchase agreement by GBC Oil or its affiliates, we believe we have contractual damages claims that would offset any such indemnification obligations, including the Account Payable. Subsequent to the divestiture, we reduced the $12.9 million of indemnification liabilities to $9.5 million due to the cancellation of the Account Payable discussed in Note 12, “Related party transactions”. Discontinued operations in Morocco On June 27, 2011, we decided to discontinue our operations in Morocco. We have substantially completed the process of winding down our operations in Morocco. We have presented the Moroccan segment operating results as discontinued operations for all periods presented. The assets and liabilities held for sale at June 30, 2016 and December 31, 2015 were as follows:
Loans payable As of the dates indicated, TransAtlantic Albania’s third-party debt consisted of the following:
Term Loan Facility TransAtlantic Albania was a party to the Term Loan Facility with Raiffeisen. The loan was scheduled to mature on December 31, 2016 and bore interest at the rate of LIBOR plus 5.5%, with a minimum interest rate of 7.0%. TransAtlantic Albania was required to pay 1/16th of the total commitment each quarter on the last business day of each of March, June, September and December each year. The loan was guaranteed by TransAtlantic Albania’s parent company, Stream. TransAtlantic Albania could prepay the loan at its option in whole or in part, subject to a 3.0% penalty plus breakage costs. The Term Loan Facility was secured by substantially all of the assets of TransAtlantic Albania. As of December 31, 2015, TransAtlantic Albania had $6.1 million outstanding under the Term Loan Facility and no availability. As of December 31, 2015, TransAtlantic Albania was in default under the Term Loan Facility for failure to repay $1.1 million due on December 31, 2015. On February 29, 2016, we sold all the equity interest in Stream, the parent company of TransAtlantic Albania, to GBC Oil, who assumed the Term Loan Facility. Our operating results from discontinued operations for the three and six months ended June 30, 2016 and 2015 are summarized as follows:
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General (Policies) |
6 Months Ended |
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Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Nature of operations | Nature of operations TransAtlantic Petroleum Ltd. (together with its subsidiaries, “we,” “us,” “our,” the “Company” or “TransAtlantic”) is an international oil and natural gas company engaged in acquisition, exploration, development and production. We have focused our operations in countries that have established, yet underexplored petroleum systems, are net importers of petroleum, have an existing petroleum transportation infrastructure and provide favorable commodity pricing, royalty rates and tax rates to exploration and production companies. We hold interests in developed and undeveloped oil and natural gas properties in Turkey and Bulgaria. As of August 8, 2016, approximately 36% of our outstanding common shares were beneficially owned by N. Malone Mitchell 3rd, our chief executive officer and chairman of our board of directors. TransAtlantic is a holding company with two operating segments – Turkey and Bulgaria. Its assets consist of its ownership interests in subsidiaries that primarily own assets in Turkey and Bulgaria. |
Basis of presentation | Basis of presentation Our consolidated financial statements are expressed in U.S. Dollars and have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All amounts in the notes to the consolidated financial statements are in U.S. Dollars unless otherwise indicated. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews estimates, including those related to fair value measurements associated with acquisitions and financial derivatives, the recoverability and impairment of long-lived assets, contingencies and income taxes. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. During the six months ended June 30, 2016, we reclassified certain balance sheet amounts previously reported on our consolidated balance sheet at December 31, 2015 to conform to current year presentation. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2015. |
Recent Accounting Pronouncements | In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), an amendment to Accounting Standards Codification (“ASC”) Subtopic 330-10. The amendment states that entities should measure inventory at the lower of cost and net realizable value. The amendment does not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendment applies to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. ASU 2015-11 is effective for fiscal years beginning after December 31, 2016, including interim periods within those fiscal years. We are currently assessing the potential impact of ASU 2015-11 on our consolidated financial statements and results of operations. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”). ASU 2016-08 does not change the core principle of Topic 606 but clarifies the implementation guidance on principal versus agent considerations. ASU 2016-08 is effective for the annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-08 on our consolidated financial statements and results of operations. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. We are currently assessing the potential impact of ASU 2016-09 on our consolidated financial statements and results of operations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). ASU 2016-10 does not change the core principle of Topic 606 but clarifies the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective for annual and interim periods beginning after December 15, 2017. We are currently assessing the potential impact of ASU 2016-10 on our consolidated financial statements and results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for a fiscal year beginning after December 15, 2018, including interim periods within that fiscal year. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We are currently assessing the potential impact of ASU 2016-13 on our consolidated financial statements and results of operations. We have reviewed other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on our consolidated results of operations, financial position and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations. |
Property and Equipment (Tables) |
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Property Plant And Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capitalized Costs under Successful Efforts Method for Oil and Natural Gas Properties | The following table sets forth the capitalized costs under the successful efforts method for our oil and natural gas properties as of:
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Historical Cost of Equipment and Other Property on Gross Basis with Accumulated Depreciation | The historical cost of equipment and other property, presented on a gross basis with accumulated depreciation, is summarized as follows:
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Asset Retirement obligations (Tables) |
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Asset Retirement Obligation Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Asset Retirement Obligations | The following table summarizes the changes in our asset retirement obligations (“ARO”) for the six months ended June 30, 2016 and for the year ended December 31, 2015:
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Commodity derivative instruments (Tables) |
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Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Derivative Instruments of Future Crude Oil Production | At June 30, 2016 and December 31, 2015, we had outstanding contracts with respect to our future crude oil production as set forth in the tables below: Fair Value of Derivative Instruments as of June 30, 2016
Fair Value of Derivative Instruments as of December 31, 2015
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Summary of Gross Fair Value of Commodity Derivative Instruments by Balance Sheet Classification | The following table summarizes both: (i) the gross fair value of our commodity derivative instruments by the appropriate balance sheet classification even when the commodity derivative instruments are subject to netting arrangements and qualify for net presentation in our consolidated balance sheets at June 30, 2016 and December 31, 2015, and (ii) the net recorded fair value as reflected on our consolidated balance sheets at June 30, 2016 and December 31, 2015.
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Loans payable (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | As of the dates indicated, our third-party debt consisted of the following:
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Shareholders' equity (Tables) |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Earnings Per Common Share Computations | The following table presents the basic and diluted earnings per common share computations:
|
Segment information (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Information of Geographic Segments | In accordance with ASC 280, Segment Reporting (“ASC 280”), we have two reportable geographic segments: Turkey and Bulgaria. Summarized financial information from continuing operations concerning our geographic segments is shown in the following table:
|
Financial instruments (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Valuation of Financial Assets and Liabilities | The following table summarizes the valuation of our financial assets and liabilities as of June 30, 2016:
The following table summarizes the valuation of our financial assets and liabilities as of December 31, 2015:
|
Related Party Transactions (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Accounts Receivable and Accounts Payable | The following table summarizes related party accounts receivable and accounts payable as of the dates indicated:
|
Discontinued Operations (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Assets and Liabilities Held for Sale and Operating Results from Discontinued Operations | The assets and liabilities held for sale at June 30, 2016 and December 31, 2015 were as follows:
Our operating results from discontinued operations for the three and six months ended June 30, 2016 and 2015 are summarized as follows:
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Debt | As of the dates indicated, our third-party debt consisted of the following:
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TransAtlantic Albania [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | As of the dates indicated, TransAtlantic Albania’s third-party debt consisted of the following:
|
General - Additional Information (Detail) - Segment |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Aug. 08, 2016 |
|
Nature Of Business [Line Items] | ||
Number of operating segments | 2 | |
Subsequent Event [Member] | ||
Nature Of Business [Line Items] | ||
Percentage of common shares owned | 36.00% |
Property and Equipment - Capitalized Costs under Successful Efforts Method for Oil and Natural Gas Properties (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Property Plant And Equipment [Line Items] | ||
Oil and natural gas properties, proved | $ 274,115 | $ 271,080 |
Oil and natural gas properties, unproved | 31,346 | 31,135 |
Gross oil and natural gas properties | 305,461 | 302,215 |
Accumulated depletion | (154,645) | (139,002) |
Net oil and natural gas properties | 150,816 | 163,213 |
Turkey [Member] | ||
Property Plant And Equipment [Line Items] | ||
Oil and natural gas properties, proved | 273,619 | 270,591 |
Oil and natural gas properties, unproved | 31,346 | 31,135 |
Bulgaria [Member] | ||
Property Plant And Equipment [Line Items] | ||
Oil and natural gas properties, proved | $ 496 | $ 489 |
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | 12 Months Ended |
---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2016 |
Dec. 31, 2015 |
|
Property Plant And Equipment [Line Items] | |||
Proved development wells excluded from depletion | $ 0.1 | $ 0.1 | $ 0.7 |
Acquisition costs of proved properties | 18.8 | 20.0 | |
Well costs and additional development costs | 100.6 | 100.6 | 111.4 |
Exploratory dry hole costs | 0.1 | 1.4 | |
Inventory [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property plant and equipment excluded from depreciation | 21.0 | 21.0 | $ 21.3 |
Hayrabolu-10 well [Member] | Turkey [Member] | |||
Property Plant And Equipment [Line Items] | |||
Exploratory drilling costs capitalized | 1.3 | 1.3 | |
Pinar - 1 well [Member] | Turkey [Member] | |||
Property Plant And Equipment [Line Items] | |||
Exploratory drilling costs capitalized | $ 2.2 | $ 2.2 |
Property and Equipment - Historical Cost of Equipment and Other Property on Gross Basis with Accumulated Depreciation (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Property Plant And Equipment [Line Items] | ||
Gross equipment and other property | $ 36,426 | $ 36,708 |
Accumulated depreciation | (10,078) | (9,216) |
Net equipment and other property | 26,348 | 27,492 |
Inventory [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross equipment and other property | 20,978 | 21,338 |
Leasehold improvements, office equipment and software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross equipment and other property | 7,836 | 7,794 |
Gas gathering system and facilities [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross equipment and other property | 4,821 | 4,798 |
Other equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross equipment and other property | 2,390 | 2,378 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross equipment and other property | $ 401 | $ 400 |
Asset Retirement Obligations - Changes in Asset Retirement Obligations (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Dec. 31, 2015 |
|
Asset Retirement Obligation Disclosure [Abstract] | |||||
Asset retirement obligations at beginning of period | $ 9,237 | $ 10,543 | $ 10,543 | ||
Change in estimates | 385 | ||||
Foreign exchange change effect | 59 | (2,137) | |||
Additions | 78 | ||||
Accretion expense | $ 96 | $ 93 | 188 | $ 189 | 368 |
Asset retirement obligations at end of period | 9,484 | 9,484 | 9,237 | ||
Long-term portion | $ 9,484 | $ 9,484 | $ 9,237 |
Commodity Derivative Instruments - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||||
(Loss) gain on commodity derivative contracts | $ (3,003) | $ (3,274) | $ (2,232) | $ 538 |
Commodity Derivative Instruments - Summary of Gross Fair Value of Commodity Derivative Instruments by Balance Sheet Classification (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Derivatives Fair Value [Line Items] | ||
Estimated Fair Value of Asset | $ 2,914 | $ 6,605 |
Net Amount of Assets Presented in the Consolidated Balance Sheet, Current assets | 913 | 3,235 |
Net Amount of Assets Presented in the Consolidated Balance Sheet, Long-term assets | 2,001 | 3,370 |
Crude Oil | Current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Estimated Fair Value of Asset | 913 | 3,235 |
Crude Oil | Long Term Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Estimated Fair Value of Asset | $ 2,001 | $ 3,370 |
Loans Payable - Debt (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Debt Instrument [Line Items] | ||
Loans payable | $ 83,816 | $ 95,599 |
Less: current portion | 28,816 | 40,599 |
Long-term portion | 55,000 | 55,000 |
Senior Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 24,243 | 32,075 |
13.0% convertible notes due in 2017 [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 34,350 | 34,400 |
13.0% Convertible Notes due in 2017 and Senior Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing cost | (892) | (1,260) |
TBNG credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 872 | 5,192 |
ANBE Note [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 3,593 | 3,592 |
West Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,000 | 1,000 |
Related Party [Member] | 13.0% convertible notes due in 2017 [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | $ 20,650 | $ 20,600 |
Shareholders' Equity - Basic and Diluted Earnings Per Common Share Computations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Equity [Abstract] | ||||
Net loss from continuing operations | $ (6,544) | $ (5,689) | $ (12,110) | $ (9,712) |
Net loss from discontinued operations | $ (118) | $ (1,561) | $ (103) | $ (3,032) |
Weighted average common shares outstanding | 41,001 | 40,973 | 40,870 | 40,870 |
Continuing operations | $ (0.16) | $ (0.14) | $ (0.30) | $ (0.24) |
Discontinued operations | $ 0.00 | $ (0.04) | $ 0.00 | $ (0.07) |
Weighted average common shares outstanding | 41,001 | 40,973 | 40,870 | 40,870 |
Continuing operations | $ (0.16) | $ (0.14) | $ (0.30) | $ (0.24) |
Discontinued operations | $ 0.00 | $ (0.04) | $ 0.00 | $ (0.07) |
Segment Information - Additional Information (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2016
Segment
| |
Segment Reporting [Abstract] | |
Number of reportable geographic segments | 2 |
Segment Information - Financial Information of Geographic Segments (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Dec. 31, 2015 |
||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | $ 17,698 | $ 25,053 | $ 33,264 | $ 50,810 | ||||
(Loss) income from continuing operations before income taxes | (4,695) | (4,301) | (8,514) | (6,693) | ||||
Capital expenditures | 911 | 4,526 | 3,191 | 10,980 | ||||
Segment assets | [1] | 228,772 | 228,772 | $ 246,678 | ||||
Corporate, Non-Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
(Loss) income from continuing operations before income taxes | (3,990) | (5,405) | (8,990) | (11,903) | ||||
Capital expenditures | 108 | 163 | ||||||
Segment assets | [1] | 10,477 | 10,477 | 14,689 | ||||
Operating Segments [Member] | Turkey [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 17,698 | 25,053 | 33,264 | 50,810 | ||||
(Loss) income from continuing operations before income taxes | (567) | 4,970 | 679 | 9,177 | ||||
Capital expenditures | 911 | 4,418 | 3,191 | 10,776 | ||||
Segment assets | [1] | 217,677 | 217,677 | 231,388 | ||||
Operating Segments [Member] | Bulgaria [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
(Loss) income from continuing operations before income taxes | $ (138) | (3,866) | $ (203) | (3,967) | ||||
Capital expenditures | 41 | |||||||
Segment assets | [1] | $ 618 | $ 618 | $ 601 | ||||
|
Segment Information - Financial Information of Geographic Segments (Parenthetical) (Detail) - USD ($) $ in Millions |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Segment Reporting [Abstract] | ||
Assets from discontinued operations and services | $ 1.6 | $ 51.5 |
Financial Instruments - Additional Information (Detail) - 6 months ended Jun. 30, 2016 TRY in Millions, $ in Millions |
USD ($)
Institution
|
TRY |
---|---|---|
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | ||
Currency risk descriptions | We have underlying foreign currency exchange rate exposure. Our currency exposures relate to transactions denominated in the Canadian Dollar, Bulgarian Lev, European Union Euro, Romanian New Leu and Turkish Lira (“TRY”). We are also subject to foreign currency exposures resulting from translating the functional currency of our foreign subsidiary financial statements into the U.S. Dollar reporting currency. We have not used foreign currency forward contracts to manage exchange rate fluctuations. At June 30, 2016, we had 28.6 million TRY (approximately $9.9 million) in cash and cash equivalents and restricted cash, which exposes us to exchange rate risk based on fluctuations in the value of the TRY. | |
Number of financial institutions | 3 | |
Cash and cash equivalents and restricted cash [Member] | ||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | ||
Cash and cash equivalents | $ 9.9 | TRY 28.6 |
Related Party Transactions - Related Party Accounts Receivable and Accounts Payable (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Related Party Transaction [Line Items] | ||
Total related party accounts receivable | $ 479 | $ 414 |
Total related party accounts payable | 2,122 | 2,684 |
Riata Management Service Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Total related party accounts receivable | 230 | 194 |
Total related party accounts payable | 304 | 384 |
PSIL MSA [Member] | ||
Related Party Transaction [Line Items] | ||
Total related party accounts receivable | 249 | |
Total related party accounts payable | $ 1,818 | |
Viking International Master Services Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Total related party accounts receivable | 220 | |
Total related party accounts payable | $ 2,300 |
Discontinued Operations - Summary of Third Party Debt (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Debt Instrument [Line Items] | ||
Loans payable | $ 83,816 | $ 95,599 |
TransAtlantic Albania [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 6,123 | |
TransAtlantic Albania [Member] | Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | $ 6,123 |
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