x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 72-1440714 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana | 70508 | |
(Address of principal executive offices) | (Zip code) |
Large accelerated filer | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Page No. | |
Part I. Financial Information | |
Item 1. Financial Statements | |
Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012 | |
June 30, 2013 | December 31, 2012 | ||||||
(unaudited) | (Note 1) | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 8,113 | $ | 14,904 | |||
Revenue receivable | 14,007 | 17,742 | |||||
Joint interest billing receivable | 32,281 | 42,595 | |||||
Other receivable | — | 9,208 | |||||
Derivative asset | 1,999 | 830 | |||||
Prepaid drilling costs | 2,499 | 1,698 | |||||
Other current assets | 6,182 | 2,607 | |||||
Total current assets | 65,081 | 89,584 | |||||
Property and equipment: | |||||||
Oil and gas properties: | |||||||
Oil and gas properties, full cost method | 1,791,459 | 1,734,477 | |||||
Unevaluated oil and gas properties | 68,910 | 71,713 | |||||
Accumulated depreciation, depletion and amortization | (1,508,820 | ) | (1,472,244 | ) | |||
Oil and gas properties, net | 351,549 | 333,946 | |||||
Other property and equipment | 12,627 | 12,370 | |||||
Accumulated depreciation of other property and equipment | (8,144 | ) | (7,607 | ) | |||
Total property and equipment | 356,032 | 338,709 | |||||
Derivative asset | 388 | — | |||||
Other assets, net of accumulated depreciation and amortization of $4,647 and $4,240, respectively | 5,065 | 5,110 | |||||
Deposit on acquisition | 5,000 | — | |||||
Total assets | $ | 431,566 | $ | 433,403 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable to vendors | $ | 39,923 | $ | 58,960 | |||
Advances from co-owners | 11,911 | 20,459 | |||||
Oil and gas revenue payable | 26,042 | 26,175 | |||||
Accrued interest and preferred stock dividend | 6,209 | 6,190 | |||||
Asset retirement obligation | 3,823 | 2,351 | |||||
Derivative liability | 205 | 233 | |||||
Other accrued liabilities | 6,408 | 6,535 | |||||
Total current liabilities | 94,521 | 120,903 | |||||
Bank debt | 65,000 | 50,000 | |||||
10% Senior Notes | 150,000 | 150,000 | |||||
Asset retirement obligation | 25,487 | 24,909 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Preferred stock, $.001 par value; authorized 5,000 shares; issued and outstanding 1,495 shares | 1 | 1 | |||||
Common stock, $.001 par value; authorized 150,000 shares; issued and outstanding 62,993 and 62,768 shares, respectively | 63 | 63 | |||||
Paid-in capital | 278,335 | 276,534 | |||||
Accumulated other comprehensive income | 1,418 | 521 | |||||
Accumulated deficit | (183,259 | ) | (189,528 | ) | |||
Total stockholders’ equity | 96,558 | 87,591 | |||||
Total liabilities and stockholders’ equity | $ | 431,566 | $ | 433,403 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues: | |||||||||||||||
Oil and gas sales | $ | 38,076 | $ | 33,376 | $ | 74,052 | $ | 69,373 | |||||||
Gas gathering revenue | 26 | 37 | 59 | 81 | |||||||||||
38,102 | 33,413 | 74,111 | 69,454 | ||||||||||||
Expenses: | |||||||||||||||
Lease operating expenses | 8,837 | 9,085 | 18,556 | 18,750 | |||||||||||
Production taxes | 1,481 | (1,917 | ) | 2,509 | (768 | ) | |||||||||
Depreciation, depletion and amortization | 14,536 | 15,762 | 27,407 | 30,992 | |||||||||||
Ceiling test write-down | — | 53,485 | — | 73,596 | |||||||||||
General and administrative | 6,351 | 5,999 | 11,067 | 11,578 | |||||||||||
Accretion of asset retirement obligation | 328 | 517 | 660 | 1,017 | |||||||||||
Interest expense | 3,116 | 2,413 | 5,980 | 4,683 | |||||||||||
34,649 | 85,344 | 66,179 | 139,848 | ||||||||||||
Other income (expense): | |||||||||||||||
Other income | 62 | 123 | 256 | 272 | |||||||||||
Derivative income (expense) | 594 | (375 | ) | 157 | (375 | ) | |||||||||
656 | (252 | ) | 413 | (103 | ) | ||||||||||
Income (loss) from operations | 4,109 | (52,183 | ) | 8,345 | (70,497 | ) | |||||||||
Income tax expense (benefit) | (840 | ) | 1,049 | (491 | ) | 61 | |||||||||
Net income (loss) | 4,949 | (53,232 | ) | 8,836 | (70,558 | ) | |||||||||
Preferred stock dividend | 1,287 | 1,288 | 2,567 | 2,570 | |||||||||||
Net income (loss) available to common stockholders | $ | 3,662 | $ | (54,520 | ) | $ | 6,269 | $ | (73,128 | ) | |||||
Earnings per common share: | |||||||||||||||
Basic | |||||||||||||||
Net income (loss) per share | $ | 0.06 | $ | (0.87 | ) | $ | 0.10 | $ | (1.17 | ) | |||||
Diluted | |||||||||||||||
Net income (loss) per share | $ | 0.06 | $ | (0.87 | ) | $ | 0.10 | $ | (1.17 | ) | |||||
Weighted average number of common shares: | |||||||||||||||
Basic | 62,963 | 62,363 | 62,899 | 62,289 | |||||||||||
Diluted | 63,130 | 62,363 | 63,084 | 62,289 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net income (loss) | $ | 4,949 | $ | (53,232 | ) | $ | 8,836 | $ | (70,558 | ) | |||||
Change in fair value of derivative instruments,accounted for as hedges, net of income tax expense (benefit) of $840, ($1,049), $531 and ($597), respectively. | 4,807 | (1,772 | ) | 897 | (1,008 | ) | |||||||||
Comprehensive income (loss) | $ | 9,756 | $ | (55,004 | ) | $ | 9,733 | $ | (71,566 | ) |
Six Months Ended | |||||||
June 30, | |||||||
2013 | 2012 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | 8,836 | $ | (70,558 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Deferred tax expense (benefit) | (491 | ) | 61 | ||||
Depreciation, depletion and amortization | 27,407 | 30,992 | |||||
Ceiling test writedown | — | 73,596 | |||||
Accretion of asset retirement obligation | 660 | 1,017 | |||||
Share based compensation expense | 1,780 | 3,838 | |||||
Amortization costs and other | 406 | 395 | |||||
Non-cash derivative (income) expense | (157 | ) | 375 | ||||
Payments to settle asset retirement obligations | (94 | ) | (2,450 | ) | |||
Changes in working capital accounts: | |||||||
Revenue receivable | 3,735 | 3,384 | |||||
Prepaid drilling and pipe costs | (801 | ) | 2,548 | ||||
Joint interest billing receivable | 10,314 | 8,962 | |||||
Accounts payable and accrued liabilities | (19,195 | ) | 4,602 | ||||
Advances from co-owners | (8,548 | ) | (11,341 | ) | |||
Other | (3,237 | ) | (3,153 | ) | |||
Net cash provided by operating activities | 20,615 | 42,268 | |||||
Cash flows used in investing activities: | |||||||
Investment in oil and gas properties | (52,740 | ) | (75,825 | ) | |||
Investment in other property and equipment | (257 | ) | — | ||||
Deposit on acquisition | (5,000 | ) | — | ||||
Sale of oil and gas properties | 18,914 | 275 | |||||
Sale of unevaluated oil and gas properties | — | 6,083 | |||||
Net cash used in investing activities | (39,083 | ) | (69,467 | ) | |||
Cash flows provided by financing activities: | |||||||
Net payments for share based compensation plans | 20 | (383 | ) | ||||
Deferred financing costs | (774 | ) | (12 | ) | |||
Payment of preferred stock dividend | (2,569 | ) | (2,570 | ) | |||
Proceeds from bank borrowings | 40,000 | 45,000 | |||||
Repayment of bank borrowings | (25,000 | ) | (27,500 | ) | |||
Net cash provided by financing activities | 11,677 | 14,535 | |||||
Net decrease in cash and cash equivalents | (6,791 | ) | (12,664 | ) | |||
Cash and cash equivalents, beginning of period | 14,904 | 22,263 | |||||
Cash and cash equivalents, end of period | $ | 8,113 | $ | 9,599 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid during the period for: | |||||||
Interest | $ | 8,321 | $ | 7,871 | |||
Income taxes | $ | 40 | $ | 15 |
Oil and gas properties | $ | 188,778 | ||
Unevaluated oil and gas properties | 19,036 | |||
Asset retirement obligations | (16,049 | ) | ||
Net assets to be acquired | $ | 191,765 |
For the Three Months Ended June 30, 2013 | Income (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
Net income available to common stockholders | $ | 3,662 | 62,963 | |||||||
Attributable to participating securities | (87 | ) | ||||||||
BASIC EPS | $ | 3,575 | 62,963 | $ | 0.06 | |||||
Net income available to common stockholders | 3,662 | 62,963 | ||||||||
Effect of dilutive securities: | ||||||||||
Stock options | — | 167 | ||||||||
Attributable to participating securities | (87 | ) | — | |||||||
DILUTED EPS | $ | 3,575 | 63,130 | $ | 0.06 | |||||
For the Six Months Ended June 30, 2013 | Income (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
Net income available to common stockholders | $ | 6,269 | 62,899 | |||||||
Attributable to participating securities | (163 | ) | ||||||||
BASIC EPS | $ | 6,106 | 62,899 | $ | 0.10 | |||||
Net income available to common stockholders | $ | 6,269 | 62,899 | |||||||
Effect of dilutive securities: | ||||||||||
Stock options | 185 | |||||||||
Attributable to participating securities | (163 | ) | — | |||||||
DILUTED EPS | $ | 6,106 | 63,084 | $ | 0.10 | |||||
For the Three Months Ended June 30, 2012 | Loss (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
BASIC EPS | ||||||||||
Net loss available to common stockholders | $ | (54,520 | ) | 62,363 | $ | (0.87 | ) | |||
Effect of dilutive securities: | ||||||||||
Stock options | — | — | ||||||||
Restricted stock | — | — | ||||||||
DILUTED EPS | $ | (54,520 | ) | 62,363 | $ | (0.87 | ) | |||
For the Six Months Ended June 30, 2012 | Loss (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
BASIC EPS | ||||||||||
Net loss available to common stockholders | $ | (73,128 | ) | 62,289 | $ | (1.17 | ) | |||
Effect of dilutive securities: | ||||||||||
Stock options | — | — | ||||||||
Restricted stock | — | — | ||||||||
DILUTED EPS | $ | (73,128 | ) | 62,289 | $ | (1.17 | ) |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Asset retirement obligation, beginning of period | $ | 27,260 | $ | 30,427 | |||
Liabilities incurred | 498 | 840 | |||||
Liabilities settled | (94 | ) | (2,450 | ) | |||
Accretion expense | 660 | 1,017 | |||||
Revisions in estimated cash flows | 986 | (42 | ) | ||||
Asset retirement obligation, end of period | 29,310 | 29,792 | |||||
Less: current portion of asset retirement obligation | (3,823 | ) | (1,034 | ) | |||
Long-term asset retirement obligation | $ | 25,487 | $ | 28,758 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Stock options: | |||||||||||||||
Incentive Stock Options | $ | 93 | $ | 212 | $ | 89 | $ | 435 | |||||||
Non-Qualified Stock Options | 66 | 164 | 135 | 328 | |||||||||||
Restricted stock | 1,081 | 1,539 | 1,572 | 3,075 | |||||||||||
Restricted stock units | 253 | — | 543 | — | |||||||||||
Share based compensation | $ | 1,493 | $ | 1,915 | $ | 2,339 | $ | 3,838 |
Production Period | Instrument Type | Daily Volumes | Weighted Average Price | ||
Natural Gas: | |||||
July - December 2013 | Three-Way Collar | 10,000 Mmbtu | $2.00-$3.00-$4.09 | ||
July - December 2013 | Swap | 30,000 Mmbtu | $3.78 | ||
July - December 2013 | Collar | 5,000 Mmbtu | $4.00 - $4.75 | ||
2014 | Swap | 10,000 Mmbtu | $4.08 | ||
Crude Oil: | |||||
July - December 2013 | Swap | 500 Bbls | $100.87 | ||
2014 | Swap | 250 Bbls | $92.50 |
Commodity Derivatives | ||||
Period | Balance Sheet Location | Fair Value | ||
June 30, 2013 | Derivative asset (short-term) | $ | 1,999 | |
June 30, 2013 | Derivative asset (long-term) | $ | 388 | |
June 30, 2013 | Derivative liability (short-term) | $ | (129 | ) |
December 31, 2012 | Derivative asset (short-term) | $ | 830 |
Instrument | Amount of Gain (Loss) Recognized in Other Comprehensive Income | Location of Gain (loss) Reclassified into Income | Amount of Gain (Loss) Reclassified into Income | ||||||
Commodity Derivatives at June 30, 2013 | $ | 4,807 | Oil and gas sales | $ | (878 | ) | |||
Commodity Derivatives at June 30, 2012 | $ | (1,772 | ) | Oil and gas sales | $ | 3,877 |
Instrument | Amount of Gain (Loss) Recognized in Other Comprehensive Income | Location of Gain (Loss) Reclassified into Income | Amount of Gain (Loss) Reclassified into Income | ||||||
Commodity Derivatives at June 30, 2013 | $ | 897 | Oil and gas sales | $ | (491 | ) | |||
Commodity Derivatives at June 30, 2012 | $ | (1,008 | ) | Oil and gas sales | $ | 5,979 |
Commodity Derivatives | ||||
Period | Balance Sheet Location | Fair Value | ||
June 30, 2013 | Derivative liability (short-term) | $ | (76 | ) |
December 31, 2012 | Derivative liability (short-term) | $ | (233 | ) |
Instrument | Amount of Unrealized Gain (Loss) Recognized in Derivative Expense | ||
Commodity Derivatives at June 30, 2013 | $ | 594 | |
Commodity Derivatives at June 30, 2012 | $ | (375 | ) |
Instrument | Amount of Unrealized Gain (Loss) Recognized in Derivative Expense | ||
Commodity Derivatives at June 30, 2013 | $ | 157 | |
Commodity Derivatives at June 30, 2012 | $ | (375 | ) |
• | Level 1: valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority; |
• | Level 2: valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability; |
• | Level 3: valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority. |
Fair Value Measurements Using | |||||||||||
Instrument | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||
Commodity Derivatives: | |||||||||||
At June 30, 2013 | $ | — | $ | 2,182 | $ | — | |||||
At December 31, 2012 | $ | — | $ | 597 | $ | — |
Gains and Losses on Cash Flow Hedges | Change in Valuation Allowance | Total | |||||||||
Balance as of March 31, 2013 | $ | (2,128 | ) | $ | (1,261 | ) | $ | (3,389 | ) | ||
Other comprehensive income before reclassifications | 3,018 | 1,261 | 4,279 | ||||||||
Amounts reclassified from accumulated other comprehensive income | 528 | — | 528 | ||||||||
Net other comprehensive income | 3,546 | 1,261 | 4,807 | ||||||||
Balance as of June 30, 2013 | $ | 1,418 | $ | — | $ | 1,418 |
Gains and Losses on Cash Flow Hedges | Change in Valuation Allowance | Total | |||||||||
Balance as of December 31, 2012 | $ | 521 | $ | — | $ | 521 | |||||
Other comprehensive income before reclassifications | 612 | — | 612 | ||||||||
Amounts reclassified from accumulated other comprehensive income | 285 | — | 285 | ||||||||
Net other comprehensive income | 897 | — | 897 | ||||||||
Balance as of June 30, 2013 | $ | 1,418 | $ | — | $ | 1,418 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Production: | |||||||||||||||
Oil (Bbls) | 115,697 | 116,037 | 241,420 | 257,312 | |||||||||||
Gas (Mcf) | 6,731,754 | 6,945,466 | 13,168,349 | 13,674,781 | |||||||||||
Ngl (Mcfe) | 1,256,814 | 763,302 | 2,321,461 | 1,356,437 | |||||||||||
Total Production (Mcfe) | 8,682,750 | 8,404,990 | 16,938,330 | 16,575,090 | |||||||||||
Sales: | |||||||||||||||
Total oil sales | $ | 12,024,212 | $ | 12,831,097 | $ | 25,168,522 | $ | 28,340,054 | |||||||
Total gas sales | 20,247,600 | 15,457,658 | 36,970,632 | 30,737,611 | |||||||||||
Total ngl sales | 5,804,172 | 5,087,135 | 11,913,118 | 10,295,240 | |||||||||||
Total oil and gas sales | $ | 38,075,984 | $ | 33,375,890 | $ | 74,052,272 | $ | 69,372,905 | |||||||
Average sales prices: | |||||||||||||||
Oil (per Bbl) | $ | 103.93 | $ | 110.58 | $ | 104.25 | $ | 110.14 | |||||||
Gas (per Mcf) | 3.01 | 2.23 | 2.81 | 2.25 | |||||||||||
Ngl (per Mcfe) | 4.62 | 6.66 | 5.13 | 7.59 | |||||||||||
Per Mcfe | 4.39 | 3.97 | 4.37 | 4.19 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Stock options: | |||||||||||||||
Incentive Stock Options | $ | 93 | $ | 212 | $ | 89 | $ | 435 | |||||||
Non-Qualified Stock Options | 66 | 164 | 135 | 328 | |||||||||||
Restricted stock | 1,081 | 1,539 | 1,572 | 3,075 | |||||||||||
Non-cash share based compensation | $ | 1,240 | $ | 1,915 | $ | 1,796 | $ | 3,838 |
Production Period | Instrument Type | Daily Volumes | Weighted Average Price |
Natural Gas: | |||
July - December 2013 | Three-Way Collar | 10,000 Mmbtu | $2.00-$3.00-$4.09 |
July - December 2013 | Swap | 30,000 Mmbtu | $3.78 |
July - December 2013 | Collar | 5,000 Mmbtu | $4.00 - $4.75 |
2014 | Swap | 10,000 Mmbtu | $4.08 |
Crude Oil: | |||
July - December 2013 | Swap | 500 Bbls | $100.87 |
2014 | Swap | 250 Bbls | $92.50 |
Production Period | Instrument Type | Daily Volumes | Weighted Average Price |
Oil: | |||
July - December 2013 | Swap | 250 Bbls | $98.80 |
August - December 2013 | Swap | 250 Bbls | $103.70 |
September - December 2013 | Swap | 250 Bbls | $106.25 |
2014 | Swap | 200 Bbls | $97.80 |
i. | that the Company’s disclosure controls and procedures are designed to ensure (a) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (b) that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure; and |
ii. | that the Company's disclosure controls and procedures are effective. |
• | relatively minor changes in the supply of or the demand for oil and natural gas; |
• | the condition of the United States and worldwide economies; |
• | market uncertainty; |
• | the level of consumer product demand; |
• | weather conditions in the United States, such as hurricanes; |
• | the actions of the Organization of Petroleum Exporting Countries; |
• | domestic and foreign governmental regulation and taxes, including price controls adopted by the Federal Energy Regulatory Commission; |
• | political conditions or hostilities in oil and natural gas producing regions, including the Middle East and South America; |
• | the price and level of foreign imports of oil and natural gas; and |
• | the price and availability of alternate fuel sources. |
• | it may be more difficult for us to satisfy our obligations with respect to our outstanding indebtedness, including the our new 10% notes and our existing 10% notes, and any failure to comply with the obligations of any of our debt agreements, including financial and other restrictive covenants, could result in an event of default under the agreements governing such indebtedness; |
• | the covenants contained in our debt agreements limit our ability to borrow money in the future for acquisitions, capital expenditures or to meet our operating expenses or other general corporate obligations and may limit our flexibility in operating our business; |
• | we will need to use a substantial portion of our cash flows to pay interest on our debt, $35 million per year for interest on our new 10% notes and on our existing 10% notes alone, and to pay quarterly dividends, if declared by our Board of Directors, on our Series B Preferred Stock of approximately $5.1 million per year, which will reduce the amount of money we have for operations, capital expenditures, expansion, acquisitions or general corporate or other business activities; |
• | the amount of our interest expense may increase because certain of our borrowings in the future may be at variable rates of interest, which, if interest rates increase, could result in higher interest expense; |
• | we may have a higher level of debt than some of our competitors, which may put us at a competitive disadvantage; |
• | we may be more vulnerable to economic downturns and adverse developments in our industry or the economy in general, especially extended or further declines in oil and natural gas prices; and |
• | our debt level could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate. |
• | recoverable reserves; |
• | future oil and natural gas prices and their appropriate differentials; |
• | development and operating costs; |
• | potential for future drilling and production; |
• | validity of the sellers' title to the properties, which may be less than expected at the time of signing |
• | the purchase agreement; and |
• | potential environmental issues, litigation and other liabilities. |
• | diversion of our management's attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions; |
• | the challenge and cost of integrating acquired operations, information management and other technology systems and business cultures with those of our operations while carrying on our ongoing business; |
• | difficulty associated with coordinating geographically separate organizations; |
• | an inability to secure, on acceptable terms, sufficient financing that may be required in connection with expanded operations and unknown liabilities; and |
• | the challenge of attracting and retaining personnel associated with acquired operations. |
Exhibit 2.1*, Purchase and Sale Agreement dated as of June 19, 2013, between PetroQuest Energy, L.L.C. and Hall-Houston Exploration II, L.P. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on June 20, 2013). |
Exhibit 2.2*, Purchase and Sale Agreement dated as of June 19, 2013, between PetroQuest Energy, L.L.C. and Hall-Houston Exploration III, L.P. (incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the SEC on June 20, 2013). |
Exhibit 2.3*, Purchase and Sale Agreement dated as of June 19, 2013, between PetroQuest Energy, L.L.C. and Hall-Houston Exploration IV, L.P. (incorporated herein by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed with the SEC on June 20, 2013). |
Exhibit 2.4*, Purchase and Sale Agreement dated as of June 19, 2013, between PetroQuest Energy, L.L.C. and GOM-H Exploration, LLC (incorporated herein by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed with the SEC on June 20, 2013). |
Exhibit 10.1, PetroQuest Energy, Inc. 2013 Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 9, 2013). |
Exhibit 10.2, Sixth Amendment to Credit Agreement dated as of June 19, 2013, among PetroQuest Energy, Inc., PetroQuest Energy, L.L.C., JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Capital One, N.A., IBERIABANK and Whitney Bank (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on June 20, 2013). |
Exhibit 31.1, Certification of Chief Executive Officer pursuant to Rule 13-a-14(a)/Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. |
Exhibit 31.2, Certification of Chief Financial Officer pursuant to Rule 13-a-14(a)/Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. |
Exhibit 32.1, Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Exhibit 32.2, Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Exhibit 101.INS, XBRL Instance Document |
Exhibit 101.SCH, XBRL Taxonomy Extension Schema Document. |
Exhibit 101.CAL, XBRL Taxonomy Extension Calculation Linkbase Document. |
Exhibit 101.DEF, XBRL Taxonomy Definitions Linkbase Document |
Exhibit 101.LAB, XBRL Taxonomy Extension Label Linkbase Document. |
Exhibit 101.PRE, XBRL Taxonomy Extension Presentation Linkbase Document |
PETROQUEST ENERGY, INC. | ||
Date: | August 6, 2013 | /s/ J. Bond Clement |
J. Bond Clement Executive Vice President, Chief (Authorized Officer and Principal Financial Officer) |
1. | I have reviewed this Form 10-Q of PetroQuest Energy, Inc.; |
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 |
(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. |
1. | I have reviewed this Form 10-Q of PetroQuest Energy, Inc.; |
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. |
/s/ Charles T. Goodson |
Charles T. Goodson |
Chief Executive Officer |
August 6, 2013 |
/s/ J. Bond Clement |
J. Bond Clement |
Chief Financial Officer |
August 6, 2013 |
Fair Value Measurements
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements As defined in ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:
The Company classifies its commodity derivatives based upon the data used to determine fair value. The Company’s derivative instruments at June 30, 2013 were in the form of a three-way collar, a zero cost collar and swaps based on NYMEX pricing for oil and natural gas. The fair value of these derivatives is derived using an independent third-party’s valuation model that utilizes market-corroborated inputs that are observable over the term of the derivative contract. The Company’s fair value calculations also incorporate an estimate of the counterparties’ default risk for derivative assets and an estimate of the Company’s default risk for derivative liabilities. As a result, the Company designates its commodity derivatives as Level 2 in the fair value hierarchy. The following table summarizes the net valuation of the Company’s derivatives subject to fair value measurement on a recurring basis as of June 30, 2013 and December 31, 2012 (in thousands):
The fair value of the Company's cash and cash equivalents and variable-rate bank debt approximated book value at June 30, 2013 and December 31, 2012. The estimated fair value of the Notes was $153.0 million and $155.3 million as of June 30, 2013 and December 31, 2012, respectively, as compared to the book value of $150 million as of each date. The estimated fair value of the Notes was provided by independent brokers using the actual period end quotes for the Notes, which represent Level 2 inputs. |
Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
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Revenues: | ||||
Oil and gas sales | $ 38,076 | $ 33,376 | $ 74,052 | $ 69,373 |
Gas gathering revenue | 26 | 37 | 59 | 81 |
Total revenues | 38,102 | 33,413 | 74,111 | 69,454 |
Expenses: | ||||
Lease operating expenses | 8,837 | 9,085 | 18,556 | 18,750 |
Production taxes | 1,481 | (1,917) | 2,509 | (768) |
Depreciation, depletion and amortization | 14,536 | 15,762 | 27,407 | 30,992 |
Ceiling test writedown | 0 | 53,485 | 0 | 73,596 |
General and administrative | 6,351 | 5,999 | 11,067 | 11,578 |
Accretion of asset retirement obligation | 328 | 517 | 660 | 1,017 |
Interest expense | 3,116 | 2,413 | 5,980 | 4,683 |
Total expenses | 34,649 | 85,344 | 66,179 | 139,848 |
Other income (expense): | ||||
Other income | 62 | 123 | 256 | 272 |
Derivative income (expense) | 594 | (375) | 157 | (375) |
Other operating income (expense), net | 656 | (252) | 413 | (103) |
Income (loss) from operations | 4,109 | (52,183) | 8,345 | (70,497) |
Income tax expense (benefit) | (840) | 1,049 | (491) | 61 |
Net income (loss) | 4,949 | (53,232) | 8,836 | (70,558) |
Preferred stock dividend | 1,287 | 1,288 | 2,567 | 2,570 |
Net income (loss) available to common stockholders | $ 3,662 | $ (54,520) | $ 6,269 | $ (73,128) |
Basic | ||||
Net income (loss) per share (in usd per share) | $ 0.06 | $ (0.87) | $ 0.10 | $ (1.17) |
Diluted | ||||
Net income (loss) per share (in usd per share) | $ 0.06 | $ (0.87) | $ 0.10 | $ (1.17) |
Weighted average number of common shares: | ||||
Basic (shares) | 62,963 | 62,363 | 62,899 | 62,289 |
Diluted (shares) | 63,130 | 62,363 | 63,084 | 62,289 |
Convertible Preferred Stock
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6 Months Ended |
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Jun. 30, 2013
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Equity [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock The Company has 1,495,000 shares of 6.875% Series B cumulative convertible perpetual preferred stock (the “Series B Preferred Stock”) outstanding. The following is a summary of certain terms of the Series B Preferred Stock: Dividends. The Series B Preferred Stock accumulates dividends at an annual rate of 6.875% for each share of Series B Preferred Stock. Dividends are cumulative from the date of first issuance and, to the extent payment of dividends is not prohibited by the Company’s debt agreements, assets are legally available to pay dividends and the Company’s board of directors or an authorized committee of the board declares a dividend payable, the Company pays dividends in cash, every quarter. Mandatory conversion. The Company may, at its option, cause shares of the Series B Preferred Stock to be automatically converted at the applicable conversion rate, but only if the closing sale price of the Company’s common stock for 20 trading days within a period of 30 consecutive trading days ending on the trading day immediately preceding the date the Company gives the conversion notice equals or exceeds 130% of the conversion price in effect on each such trading day. Conversion rights. Each share of Series B Preferred Stock may be converted at any time, at the option of the holder, into 3.4433 shares of the Company’s common stock (which is based on an initial conversion price of approximately $14.52 per share of common stock, subject to adjustment) plus cash in lieu of fractional shares, subject to the Company’s right to settle all or a portion of any such conversion in cash or shares of the Company’s common stock. If the Company elects to settle all or any portion of its conversion obligation in cash, the conversion value and the number of shares of the Company’s common stock it will deliver upon conversion (if any) will be based upon a 20 trading day averaging period. Upon any conversion, the holder will not receive any cash payment representing accumulated and unpaid dividends on the Series B Preferred Stock, whether or not in arrears, except in limited circumstances. The conversion rate is equal to $50 divided by the conversion price at the time. The conversion price is subject to adjustment upon the occurrence of certain events. The conversion price on the conversion date and the number of shares of the Company’s common stock, as applicable, to be delivered upon conversion may be adjusted if certain events occur. |
Derivative Instruments (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oil and gas contracts | As of June 30, 2013, the Company had entered into the following commodity derivative instruments:
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Effect of Cash Flow Hedges on the Consolidated Balance Sheet | Effect of Cash Flow Hedges on the Consolidated Balance Sheet at June 30, 2013 and December 31, 2012:
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Effect of Cash Flow Hedges on the Consolidated Statement of Operations | Effect of Cash Flow Hedges on the Consolidated Statement of Operations for the three months ended June 30, 2013 and 2012:
Effect of Cash Flow Hedges on the Consolidated Statement of Operations for the six months ended June 30, 2013 and 2012 :
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Effect of Non-designated Derivative Instruments | Effect of Non-designated Derivative Instruments on the Consolidated Balance Sheet at June 30, 2013 and December 31, 2012:
Effect of Non-designated Derivative Instruments on the Consolidated Statement of Operations for the three months ended June 30, 2013 and 2012:
Effect of Non-designated Derivative Instruments on the Consolidated Statement of Operations for the six months ended June 30, 2013 and 2012:
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Income Taxes
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6 Months Ended |
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Jun. 30, 2013
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Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company typically provides for income taxes at a statutory rate of 35% adjusted for permanent differences expected to be realized, primarily statutory depletion, non-deductible stock compensation expenses and state income taxes. As a result of the ceiling test write-downs recognized, the Company has incurred a cumulative three year loss. Because of the impact the cumulative loss has on the determination of the recoverability of deferred tax assets through future earnings, the Company assessed the realizability of its deferred tax assets based on the future reversals of existing deferred tax liabilities. Accordingly, the Company established a valuation allowance for a portion of the deferred tax asset. The valuation allowance was $47.9 million as of June 30, 2013. |
Derivative Instruments (Details 2) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | $ 4,807 | $ (1,772) | $ 897 | $ (1,008) |
Oil and Gas Sales [Member]
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Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Reclassified into Income | $ (878) | $ 3,877 | $ (491) | $ 5,979 |
Acquisition (Details) (USD $)
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6 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
Ten Percent Senior Notes [Member]
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Aug. 19, 2010
Ten Percent Senior Notes [Member]
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Jul. 03, 2013
Subsequent Event [Member]
Ten Percent Senior Notes [Member]
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Jun. 30, 2013
Gulf of Mexico Acquisition [Member]
General and Administrative Expense [Member]
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Jun. 30, 2013
Gulf of Mexico Acquisition [Member]
General and Administrative Expense [Member]
Bridge Loan [Member]
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Jul. 03, 2013
Gulf of Mexico Acquisition [Member]
Subsequent Event [Member]
platform
well
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Jul. 03, 2013
Gulf of Mexico Acquisition [Member]
Subsequent Event [Member]
Bridge Loan [Member]
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Business Acquisition [Line Items] | |||||||||
Purchase price | $ 191,800,000 | ||||||||
Number of wells acquired | 14 | ||||||||
Number of wells acquired awaiting completion | 2 | ||||||||
Number of platforms purchased | 7 | ||||||||
Principal amount | 150,000,000 | 200,000,000 | |||||||
Interest rate of Senior Notes | 10.00% | 10.00% | |||||||
Payments of financing costs | 774,000 | 12,000 | 500,000 | 4,000,000 | |||||
Maximum borrowing capcity | 300,000,000 | 185,000,000 | |||||||
Acquisition-related costs | 1,000,000 | 300,000 | |||||||
Expected acquisition-related costs | $ 2,300,000 |
Other Comprehensive Income (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Other Comprehensive Income [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | The following table represents the changes in accumulated other comprehensive income (loss), net of tax, for the three month period ended June 30, 2013 (in thousands):
The following table represents the changes in accumulated other comprehensive income (loss), net of tax, for the six month period ended June 30, 2013 (in thousands):
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Share-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
|
Jun. 30, 2012
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Summary of share-based compensation | ||||
Share based compensation | $ 1,493 | $ 1,915 | $ 2,339 | $ 3,838 |
Incentive Stock Options [Member]
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Summary of share-based compensation | ||||
Share based compensation | 93 | 212 | 89 | 435 |
Non-Qualified Stock Options [Member]
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Summary of share-based compensation | ||||
Share based compensation | 66 | 164 | 135 | 328 |
Restricted stock [Member]
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Summary of share-based compensation | ||||
Share based compensation | 1,081 | 1,539 | 1,572 | 3,075 |
Restricted Stock Units (RSUs) [Member]
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Summary of share-based compensation | ||||
Share based compensation | $ 253 | $ 0 | $ 543 | $ 0 |
Derivative Instruments (Details 4) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Effect of Non-designated Derivative Instruments on the Consolidated Statement of Operations | ||||
Amount of Unrealized Loss Recognized in Other Income Expense | $ 594 | $ (375) | $ 157 | $ (375) |
Earnings Per Share (Details Textual)
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3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Series B Preferred Stock [Member]
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Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 834,000 | 897,000 | ||
Convertible preferred stock [Member]
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Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,148,000 | 5,148,000 | 5,148,000 | 5,148,000 |
Stock Options [Member]
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Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,265,500 | 1,226,400 | 1,277,600 | 1,115,800 |
Income Taxes (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended |
---|---|
Jun. 30, 2013
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Income Taxes (Textual) [Abstract] | |
Income taxes at a statutory rate | 35.00% |
Cumulative loss period | 3 years |
Valuation allowance | $ 47.9 |
Fair Value Measurements (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net valuation of the Company's derivatives subject to fair value measurement on a recurring basis | The following table summarizes the net valuation of the Company’s derivatives subject to fair value measurement on a recurring basis as of June 30, 2013 and December 31, 2012 (in thousands):
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Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
|
Jun. 30, 2012
|
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Statement of Other Comprehensive Income [Abstract] | ||||
Net of income taxes | $ 840 | $ (1,049) | $ 531 | $ (597) |
Basis of Presentation
|
6 Months Ended |
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Jun. 30, 2013
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial information for the three and six month periods ended June 30, 2013 and 2012, has been prepared by the Company and was not audited by its independent registered public accountants. In the opinion of management, all normal and recurring adjustments have been made to present fairly the financial position, results of operations, and cash flows of the Company at June 30, 2013 and for all reported periods. Results of operations for the interim periods presented are not necessarily indicative of the operating results for the full year or any future periods. The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Certain prior year amounts have been reclassified to conform to current year presentations. Unless the context otherwise indicates, any references in this Quarterly Report on Form 10-Q to “PetroQuest” or the “Company” refer to PetroQuest Energy, Inc. (Delaware) and its wholly-owned consolidated subsidiaries, PetroQuest Energy, L.L.C. (a single member Louisiana limited liability company), PetroQuest Oil & Gas, L.L.C. (a single member Louisiana limited liability company), TDC Energy LLC (a single member Louisiana limited liability company) and Pittrans, Inc. (an Oklahoma corporation). |
Earnings Per Share
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Jun. 30, 2013
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Earnings Per Share A reconciliation between the basic and diluted earnings per share computations (in thousands, except per share amounts) is as follows:
Common shares issuable upon the assumed conversion of the Series B preferred stock totaling 5,148,000 shares were not included in the computation of diluted earnings per share for the three and six month periods ended June 30, 2013 because the inclusion would have been anti-dilutive. Options to purchase 1,265,500 and 1,277,600 shares of common stock were outstanding during the three and six month periods ended June 30, 2013, respectively, and were not included in the computation of diluted earnings per share because the options' exercise prices were in excess of the average market price of the common shares. An aggregate of 834,000 and 897,000 shares of common stock representing options to purchase common stock and unvested shares of restricted common stock and common shares issuable upon the assumed conversion of the Series B preferred stock totaling 5,148,000 shares were not included in the computation of diluted earnings per share for the three and six month periods ended June 30, 2012, respectively, because the inclusion would have been anti-dilutive as a result of the net loss reported for the respective periods. In addition, options to purchase 1,226,400 and 1,115,800 shares of common stock were outstanding during the three and six months ended June 30, 2012, respectively, that would not have been included in the computation of diluted earnings per share because the options' exercise prices were in excess of the average market price of the common shares. |
Acquisition
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6 Months Ended | ||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||
Acquisition | Acquisition On July 3, 2013, the Company acquired from several third party sellers certain shallow water Gulf of Mexico shelf oil and gas properties (the “Acquired Assets”), for an aggregate cash purchase price of $191.8 million, subject to customary adjustments to reflect an effective date of January 1, 2013 (collectively, the "Gulf of Mexico Acquisition"). The Acquired Assets include 14 producing wells and two wells awaiting completion, which are located on seven platforms. The aggregate cash purchase price of the Gulf of Mexico Acquisition was financed with the net proceeds from the sale in a private offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"), of $200 million aggregate principal amount of the Company's 10% Senior Notes due 2017 (the "New Notes"). The New Notes have terms that, subject to certain exceptions, are substantially identical to the Company's existing $150 million aggregate principal amount of 10% Senior Notes due 2017. The Company recorded $0.5 million of deferred financing costs related to the New Notes in the second quarter of 2013 and an additional $4.0 million of deferred financing costs related to the underwriting fee paid to the initial purchasers of the New Notes on the closing date of July 3, 2013. In connection with the Gulf of Mexico Acquisition, the Company obtained a bridge commitment from a group of lenders to arrange certain senior unsecured bridge loans in an aggregate amount up to $185 million. As part of the agreement, the lenders under the bridge commitment were due a commitment fee of $0.3 million at the date of the agreement and $2.3 million if the Gulf of Mexico Acquisition closed. The bridge commitment was terminated upon the issuance of the New Notes and the closing of the Gulf of Mexico Acquisition, at which time the lenders under the bridge commitment were paid the commitment fee. The Company recognized $0.3 million of the commitment fee as an acquisition-related cost in general and administrative expenses in the second quarter of 2013 with the remaining $2.3 million to be recognized as an acquisition-related cost in general and administrative expenses in the third quarter of 2013. The Gulf of Mexico Acquisition will be accounted for under the purchase method of accounting, which involves determining the fair value of the assets acquired and liabilities assumed. The following purchase price allocation is preliminary and based on management's best estimates of the fair value of the assets acquired and liabilities assumed as of the date of this Form 10-Q. The preliminary purchase price allocation is subject to change based on numerous factors, including the final adjusted purchase price and the final estimated fair value of the assets acquired and liabilities assumed. Any such adjustments to the preliminary estimates of fair value could be material. The Company also incurred $1 million of acquisition-related costs, including $0.3 million of the bridge commitment fee, which were recognized as general and administrative expenses in the second quarter 2013. The following table summarizes the estimated acquisition date fair values of the net assets acquired (in thousands):
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Derivative Instruments (Details Textual) (USD $)
|
3 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Jun. 30, 2013
Gas hedges [Member]
|
Jun. 30, 2012
Gas hedges [Member]
|
Jun. 30, 2013
Gas hedges [Member]
|
Jun. 30, 2012
Gas hedges [Member]
|
Jun. 30, 2013
Natural Gas Liquids Hedges [Member]
|
Jun. 30, 2012
Natural Gas Liquids Hedges [Member]
|
Jun. 30, 2013
Natural Gas Liquids Hedges [Member]
|
Jun. 30, 2012
Natural Gas Liquids Hedges [Member]
|
Jun. 30, 2013
Crude Oil [Member]
|
Jun. 30, 2012
Crude Oil [Member]
|
Jun. 30, 2013
Crude Oil [Member]
|
Jun. 30, 2012
Crude Oil [Member]
|
|
Derivatives, Fair Value [Line Items] | |||||||||||||||
Gain or loss recognized in oil and gas contracts | $ (877,000) | $ 3,230,000 | $ (345,000) | $ 5,385,000 | $ 0 | $ 232,000 | $ 0 | $ 232,000 | $ (1,000) | $ 415,000 | $ (146,000) | $ 362,000 | |||
Accumulated other comprehensive income | 1,418,000 | (3,389,000) | 521,000 | ||||||||||||
Realization of gain, net of taxes | $ 1,200,000 |
Acquisition (Schedule of Assets Acquired and Liabilities Assumed) (Details) (Subsequent Event [Member], Gulf of Mexico Acquisition [Member], USD $)
In Thousands, unless otherwise specified |
Jul. 03, 2013
|
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Subsequent Event [Member] | Gulf of Mexico Acquisition [Member]
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Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |
Oil and gas properties | $ 188,778 |
Unevaluated oil and gas properties | 19,036 |
Asset retirement obligations | (16,049) |
Oil and gas properties | $ 191,765 |
Long-Term Debt (Details) (USD $)
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0 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 03, 2013
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Jun. 30, 2013
|
Mar. 29, 2013
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Mar. 28, 2013
|
Jun. 30, 2013
Maximum [Member]
|
Jul. 03, 2013
Maximum [Member]
Gulf of Mexico Acquisition [Member]
Subsequent Event [Member]
|
Jun. 30, 2013
Minimum [Member]
|
Jun. 30, 2013
Federal Funds Effective Rate [Member]
|
Jun. 30, 2013
Adjusted LIBOR rate [Member]
Maximum [Member]
|
Jun. 30, 2013
Adjusted LIBOR rate [Member]
Minimum [Member]
|
Aug. 19, 2010
10% Senior Notes [Member]
|
Jul. 03, 2013
10% Senior Notes [Member]
Subsequent Event [Member]
|
Jun. 30, 2013
Letters of credit [Member]
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Long-Term Debt (Textual) [Abstract] | |||||||||||||
Principal amount | $ 150,000,000 | $ 200,000,000 | |||||||||||
Interest rate of Senior Notes | 10.00% | 10.00% | |||||||||||
Revolving credit facility | 300,000,000 | 25,000,000 | |||||||||||
Adjusted LIBO rate | 1.00% | 1.50% | 0.50% | 0.50% | 2.50% | 1.50% | |||||||
Commitment fees on a sliding scale | 0.50% | 0.375% | |||||||||||
Maximum ratio of total debt to EBITDAX | 3.0 | 3.5 | 1,000.0 | ||||||||||
Repurchase Company's common stock | 10,000,000 | ||||||||||||
Borrower's Liquidity | 20.00% | ||||||||||||
Long Term Debt (Additional Textual) [Abstract] | |||||||||||||
Borrowings outstanding under the Credit Agreement | 65,000,000 | ||||||||||||
Current borrowing base | 200,000,000 | 150,000,000 | 130,000,000 | ||||||||||
Aggregate commitments of the lenders | 150,000,000 | 100,000,000 | |||||||||||
At least secured percentage value of oil and gas properties | 80.00% | ||||||||||||
Accrued in connection with the interest payment | 5,000,000 | ||||||||||||
Adjusted LIBO rate is equal to the rate at which dollar deposits | $ 5,000,000 | ||||||||||||
Agreement bear interest at the alternate base rate | Agreement bear interest at the alternate base rate (“ABR”) plus a margin (based on a sliding scale of 0.5% to 1.5% depending on total commitments) or the adjusted LIBO rate (“Eurodollar”) plus a margin (based on a sliding scale of 1.5% to 2.5% depending on total commitments). The alternate base rate is equal to the highest of (i) the JPMorgan Chase prime rate, (ii) the Federal Funds Effective Rate plus 0.5% or (iii) the adjusted LIBO rate plus 1%. |
Derivative Instruments (Details 1) (Designated as Hedging Instrument [Member], USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Designated as Hedging Instrument [Member]
|
||
Derivatives, Fair Value [Line Items] | ||
Derivative asset (short-term) | $ 1,999 | |
Derivative asset (long-term) | 388 | 830 |
Derivative liability (short-term) | $ (129) |