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(Mark One)
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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98-0686001
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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8176 Park Lane
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Dallas,
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Texas
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75231
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered:
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Common Stock $0.01 par value
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KOS
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New York Stock Exchange
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London Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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(Do not check if a smaller reporting company)
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Emerging growth company
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☐
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Class
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Outstanding at July 30, 2020
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Common Shares, $0.01 par value
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405,410,075
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Page
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
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“2D seismic data”
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Two‑dimensional seismic data, serving as interpretive data that allows a view of a vertical cross‑section beneath a prospective area.
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“3D seismic data”
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Three‑dimensional seismic data, serving as geophysical data that depicts the subsurface strata in three dimensions. 3D seismic data typically provides a more detailed and accurate interpretation of the subsurface strata than 2D seismic data.
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"ANP-STP"
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Agencia Nacional Do Petroleo De Sao Tome E Principe.
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“API”
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A specific gravity scale, expressed in degrees, that denotes the relative density of various petroleum liquids. The scale increases inversely with density. Thus lighter petroleum liquids will have a higher API than heavier ones.
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“ASC”
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Financial Accounting Standards Board Accounting Standards Codification.
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“ASU”
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Financial Accounting Standards Board Accounting Standards Update.
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“Barrel” or “Bbl”
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A standard measure of volume for petroleum corresponding to approximately 42 gallons at 60 degrees Fahrenheit.
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“BBbl”
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Billion barrels of oil.
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“BBoe”
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Billion barrels of oil equivalent.
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“Bcf”
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Billion cubic feet.
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“Boe”
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Barrels of oil equivalent. Volumes of natural gas converted to barrels of oil using a conversion factor of 6,000 cubic feet of natural gas to one barrel of oil.
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"BOEM"
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Bureau of Ocean Energy Management.
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“Boepd”
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Barrels of oil equivalent per day.
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“Bopd”
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Barrels of oil per day.
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"BP"
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BP p.l.c. and related subsidiaries
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“Bwpd”
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Barrels of water per day.
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"Corporate Revolver"
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Revolving Credit Facility Agreement dated November 23, 2012 (as amended or as amended and restated from time to time)
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"COVID-19"
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Coronavirus disease 2019.
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“Developed acreage”
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The number of acres that are allocated or assignable to productive wells or wells capable of production.
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“Development”
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The phase in which an oil or natural gas field is brought into production by drilling development wells and installing appropriate production systems.
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"DGE"
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Deep Gulf Energy (together with its subsidiaries).
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"DST"
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Drill stem test.
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“Dry hole” or "Unsuccessful well"
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A well that has not encountered a hydrocarbon bearing reservoir expected to produce in commercial quantities.
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"DT"
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Deepwater Tano.
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“EBITDAX”
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Net income (loss) plus (i) exploration expense, (ii) depletion, depreciation and amortization expense, (iii) equity‑based compensation expense, (iv) unrealized (gain) loss on commodity derivatives (realized losses are deducted and realized gains are added back), (v) (gain) loss on sale of oil and gas properties, (vi) interest (income) expense, (vii) income taxes, (viii) loss on extinguishment of debt, (ix) doubtful accounts expense and (x) similar other material items which management believes affect the comparability of operating results. The Facility EBITDAX definition includes 50% of the EBITDAX adjustments of Kosmos-Trident International Petroleum Inc for the period it was an equity method investment and includes Last Twelve Months ("LTM") EBITDAX for any acquisitions and excludes LTM EBITDAX for any divestitures.
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"ESG"
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Environmental, social, and governance.
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"ESP"
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Electric submersible pump.
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“E&P”
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Exploration and production.
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"Facility"
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Facility agreement dated March 28, 2011 (as amended or as amended and restated from time to time)
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“FASB”
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Financial Accounting Standards Board.
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“Farm‑in”
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An agreement whereby a party acquires a portion of the participating interest in a block from the owner of such interest, usually in return for cash and/or for taking on a portion of future costs or other performance by the assignee as a condition of the assignment.
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“Farm‑out”
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An agreement whereby the owner of the participating interest agrees to assign a portion of its participating interest in a block to another party for cash and/or for the assignee taking on a portion of future costs and/or other work as a condition of the assignment.
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"FEED"
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Front End Engineering Design.
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"FLNG"
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Floating liquefied natural gas.
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“FPS”
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Floating production system.
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“FPSO”
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Floating production, storage and offloading vessel.
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"Galp"
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Galp Energia Sao Tome E Principe, Unipessoal, LDA.
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"GEPetrol"
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Guinea Equatorial De Petroleos.
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"GHG"
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Greenhouse gas.
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"GJFFDP"
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Greater Jubilee Full Field Development Plan.
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"GNPC"
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Ghana National Petroleum Corporation.
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GoM Liquidity Ratio
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The "GoM Liquidity Ratio" is broadly defined, for each applicable forecast period, as the ratio of (1) net cash flow of our U.S. Gulf of Mexico business unit over the immediately succeeding six (6) months from the sale of the volumes of crude oil using certain agreed pricing metrics and models set forth in the Production Prepayment Agreement, to (2) the portion of the Prepaid Value to be delivered to Trafigura as determined by the Volume Model for the same six (6) month period.
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“Greater Tortue Ahmeyim”
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Ahmeyim and Guembeul discoveries.
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"GTA UUOA"
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Unitization and Unit Operating Agreement covering the Greater Tortue Ahmeyim Unit.
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"Guarantor Liquidity Ratio"
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The "Guarantor Liquidity Ratio" is broadly defined, for each applicable forecast period, as the ratio of (1) the sum of (A) projected revenues of the Company from the sale of hydrocarbons over the four quarters beginning on or after the calculation date, (B) the expected income from hedges then in effect (but not less than zero), (C) its cash balance as of the calculation date, and (D) the amount of the Prepayments available under the Production Prepayment Agreement and any other committed sources of capital of the Company, to (2) the sum of all forecast cash costs of the Company over the four quarters beginning on or after the calculation date.
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"Hess"
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Hess Corporation.
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"HLS"
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Heavy Louisiana Sweet.
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"H&M"
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Hull and Machinery insurance.
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"Jubilee UUOA"
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Unitization and Unit Operating Agreement covering the Jubilee Unit.
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"KTEGI"
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Kosmos-Trident Equatorial Guinea Inc.
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"KTIPI"
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Kosmos-Trident International Petroleum Inc.
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"LNG"
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Liquefied natural gas.
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"LOPI"
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Loss of Production Income.
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"LSE"
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London Stock Exchange.
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"LTIP"
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Long Term Incentive Plan.
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“MBbl”
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Thousand barrels of oil.
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“MBoe”
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Thousand barrels of oil equivalent.
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“Mcf”
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Thousand cubic feet of natural gas.
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“Mcfpd”
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Thousand cubic feet per day of natural gas.
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“MMBbl”
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Million barrels of oil.
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“MMBoe”
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Million barrels of oil equivalent.
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"MMBtu"
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Million British thermal units.
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“MMcf”
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Million cubic feet of natural gas.
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“MMcfd”
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Million cubic feet per day of natural gas.
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"MMTPA"
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Million metric tonnes per annum.
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"NAMCOR"
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National Petroleum Corporation of Namibia.
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“Natural gas liquid” or “NGL”
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Components of natural gas that are separated from the gas state in the form of liquids. These include propane, butane, and ethane, among others.
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"NYSE"
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New York Stock Exchange.
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"Ophir"
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Ophir Energy plc.
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"PETROCI"
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PETROCI Holding.
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“Petroleum contract”
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A contract in which the owner of hydrocarbons gives an E&P company temporary and limited rights, including an exclusive option to explore for, develop, and produce hydrocarbons from the lease area.
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“Petroleum system”
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A petroleum system consists of organic material that has been buried at a sufficient depth to allow adequate temperature and pressure to expel hydrocarbons and cause the movement of oil and natural gas from the area in which it was formed to a reservoir rock where it can accumulate.
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“Plan of development” or “PoD”
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A written document outlining the steps to be undertaken to develop a field.
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"Prepaid Value"
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As defined in the Production Prepayment Agreement attached as exhibit 10.3 hereto.
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“Productive well”
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An exploratory or development well found to be capable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well.
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“Prospect(s)”
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A potential trap that may contain hydrocarbons and is supported by the necessary amount and quality of geologic and geophysical data to indicate a probability of oil and/or natural gas accumulation ready to be drilled. The five required elements (generation, migration, reservoir, seal and trap) must be present for a prospect to work and if any of these fail neither oil nor natural gas may be present, at least not in commercial volumes.
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“Proved reserves”
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Estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be economically recoverable in future years from known reservoirs under existing economic and operating conditions, as well as additional reserves expected to be obtained through confirmed improved recovery techniques, as defined in SEC Regulation S‑X 4‑10(a)(2).
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“Proved developed reserves”
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Those proved reserves that can be expected to be recovered through existing wells and facilities and by existing operating methods.
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“Proved undeveloped reserves”
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Those proved reserves that are expected to be recovered from future wells and facilities, including future improved recovery projects which are anticipated with a high degree of certainty in reservoirs which have previously shown favorable response to improved recovery projects.
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"RSC"
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Ryder Scott Company, L.P.
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"SEC"
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Securities and Exchange Commission.
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"Senior Notes"
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7.125% Senior Notes due 2026.
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"Senior Secured Notes"
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7.875% Senior Secured Notes due 2021.
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“Shelf margin”
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The path created by the change in direction of the shoreline in reaction to the filling of a sedimentary basin.
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"Shell"
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Royal Dutch Shell and related subsidiaries.
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"SNPC"
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Société Nationale des Pétroles du Congo.
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“Stratigraphy”
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The study of the composition, relative ages and distribution of layers of sedimentary rock.
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“Stratigraphic trap”
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A stratigraphic trap is formed from a change in the character of the rock rather than faulting or folding of the rock and oil is held in place by changes in the porosity and permeability of overlying rocks.
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“Structural trap”
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A topographic feature in the earth’s subsurface that forms a high point in the rock strata. This facilitates the accumulation of oil and gas in the strata.
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“Structural‑stratigraphic trap”
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A structural‑stratigraphic trap is a combination trap with structural and stratigraphic features.
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“Submarine fan”
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A fan‑shaped deposit of sediments occurring in a deep water setting where sediments have been transported via mass flow, gravity induced, processes from the shallow to deep water. These systems commonly develop at the bottom of sedimentary basins or at the end of large rivers.
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"TAG GSA"
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TEN Associated Gas - Gas Sales Agreement.
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"TEN"
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Tweneboa, Enyenra and Ntomme.
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“Three‑way fault trap”
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A structural trap where at least one of the components of closure is formed by offset of rock layers across a fault.
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"Tortue Phase 1 SPA"
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Greater Tortue Ahmeyim Agreement for a Long Term Sale and Purchase of LNG.
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"Trafigura
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Trafigura Group PTD, Ltd. and related subsidiaries including Trafigura Trading LLC.
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“Trap”
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A configuration of rocks suitable for containing hydrocarbons and sealed by a relatively impermeable formation through which hydrocarbons will not migrate.
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"Trident"
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Trident Energy.
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“Undeveloped acreage”
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Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of natural gas and oil regardless of whether such acreage contains discovered resources.
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"Volume Model"
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As defined in the Production Prepayment Agreement attached as exhibit 10.3 hereto.
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"WCTP"
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West Cape Three Points.
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June 30,
2020 |
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December 31,
2019 |
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(Unaudited)
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||||
Assets
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Current assets:
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Cash and cash equivalents
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$
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164,091
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$
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224,502
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Restricted cash
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186
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4,302
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Receivables:
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||||
Joint interest billings, net
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56,267
|
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81,424
|
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Oil sales
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33,497
|
|
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64,142
|
|
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Other
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26,797
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|
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28,727
|
|
||
Inventories
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130,299
|
|
|
114,412
|
|
||
Prepaid expenses and other
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39,573
|
|
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36,192
|
|
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Derivatives
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30,289
|
|
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12,856
|
|
||
Total current assets
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480,999
|
|
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566,557
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Property and equipment:
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|
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|
|
|
||
Oil and gas properties, net
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3,365,746
|
|
|
3,624,751
|
|
||
Other property, net
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12,919
|
|
|
17,581
|
|
||
Property and equipment, net
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3,378,665
|
|
|
3,642,332
|
|
||
Other assets:
|
|
|
|
|
|
||
Restricted cash
|
542
|
|
|
542
|
|
||
Long-term receivables
|
88,137
|
|
|
43,430
|
|
||
Deferred financing costs, net of accumulated amortization of $15,989 and $14,681 at June 30, 2020 and December 31, 2019, respectively
|
5,013
|
|
|
6,321
|
|
||
Deferred tax assets
|
—
|
|
|
32,779
|
|
||
Derivatives
|
11,271
|
|
|
2,302
|
|
||
Other
|
21,864
|
|
|
22,969
|
|
||
Total assets
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$
|
3,986,491
|
|
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$
|
4,317,232
|
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Liabilities and stockholders’ equity
|
|
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Current liabilities:
|
|
|
|
|
|
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Accounts payable
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$
|
145,670
|
|
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$
|
149,483
|
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Accrued liabilities
|
203,275
|
|
|
380,704
|
|
||
Current maturities of long-term debt
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56,000
|
|
|
—
|
|
||
Derivatives
|
43,974
|
|
|
8,914
|
|
||
Total current liabilities
|
448,919
|
|
|
539,101
|
|
||
Long-term liabilities:
|
|
|
|
|
|
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Long-term debt, net
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2,107,653
|
|
|
2,008,063
|
|
||
Production prepayment agreement, net
|
49,333
|
|
|
—
|
|
||
Derivatives
|
9,306
|
|
|
11,478
|
|
||
Asset retirement obligations
|
239,845
|
|
|
230,526
|
|
||
Deferred tax liabilities
|
644,091
|
|
|
653,221
|
|
||
Other long-term liabilities
|
33,157
|
|
|
33,141
|
|
||
Total long-term liabilities
|
3,083,385
|
|
|
2,936,429
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preference shares, $0.01 par value; 200,000,000 authorized shares; zero issued at June 30, 2020 and December 31, 2019
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 2,000,000,000 authorized shares; 449,574,638 and 445,779,367 issued at June 30, 2020 and December 31, 2019, respectively
|
4,496
|
|
|
4,458
|
|
||
Additional paid-in capital
|
2,291,826
|
|
|
2,297,221
|
|
||
Accumulated deficit
|
(1,605,128
|
)
|
|
(1,222,970
|
)
|
||
Treasury stock, at cost, 44,263,269 shares at June 30, 2020 and December 31, 2019, respectively
|
(237,007
|
)
|
|
(237,007
|
)
|
||
Total stockholders’ equity
|
454,187
|
|
|
841,702
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,986,491
|
|
|
$
|
4,317,232
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
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June 30,
|
|
June 30,
|
||||||||||||
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2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil and gas revenue
|
$
|
127,314
|
|
|
$
|
395,933
|
|
|
$
|
305,094
|
|
|
$
|
692,723
|
|
Other income, net
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Total revenues and other income
|
127,314
|
|
|
395,934
|
|
|
305,095
|
|
|
692,724
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil and gas production
|
88,747
|
|
|
90,977
|
|
|
150,350
|
|
|
170,776
|
|
||||
Facilities insurance modifications, net
|
52
|
|
|
2,278
|
|
|
8,090
|
|
|
(17,743
|
)
|
||||
Exploration expenses
|
15,711
|
|
|
29,905
|
|
|
60,316
|
|
|
60,249
|
|
||||
General and administrative
|
18,186
|
|
|
28,072
|
|
|
39,097
|
|
|
63,980
|
|
||||
Depletion, depreciation and amortization
|
121,857
|
|
|
151,438
|
|
|
215,159
|
|
|
269,533
|
|
||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
150,820
|
|
|
—
|
|
||||
Interest and other financing costs, net
|
28,274
|
|
|
59,803
|
|
|
56,109
|
|
|
94,844
|
|
||||
Derivatives, net
|
100,075
|
|
|
(14,185
|
)
|
|
(35,963
|
)
|
|
62,900
|
|
||||
Other expenses, net
|
1,228
|
|
|
(1,793
|
)
|
|
25,157
|
|
|
326
|
|
||||
Total costs and expenses
|
374,130
|
|
|
346,495
|
|
|
669,135
|
|
|
704,865
|
|
||||
Income (loss) before income taxes
|
(246,816
|
)
|
|
49,439
|
|
|
(364,040
|
)
|
|
(12,141
|
)
|
||||
Income tax expense (benefit)
|
(47,425
|
)
|
|
32,602
|
|
|
18,118
|
|
|
23,928
|
|
||||
Net income (loss)
|
$
|
(199,391
|
)
|
|
$
|
16,837
|
|
|
$
|
(382,158
|
)
|
|
$
|
(36,069
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.49
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.94
|
)
|
|
$
|
(0.09
|
)
|
Diluted
|
$
|
(0.49
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.94
|
)
|
|
$
|
(0.09
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares used to compute net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
405,195
|
|
|
401,323
|
|
|
404,990
|
|
|
401,244
|
|
||||
Diluted
|
405,195
|
|
|
408,230
|
|
|
404,990
|
|
|
401,244
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
—
|
|
|
$
|
0.0452
|
|
|
$
|
0.0452
|
|
|
$
|
0.0904
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|||||||||||
|
Common Shares
|
|
Paid-in
|
|
Accumulated
|
|
Treasury
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Stock
|
|
Total
|
|||||||||||
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2019
|
445,779
|
|
|
$
|
4,458
|
|
|
$
|
2,297,221
|
|
|
$
|
(1,222,970
|
)
|
|
$
|
(237,007
|
)
|
|
$
|
841,702
|
|
Dividends ($0.0452 per share)
|
—
|
|
|
—
|
|
|
(18,918
|
)
|
|
—
|
|
|
—
|
|
|
(18,918
|
)
|
|||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
10,078
|
|
|
—
|
|
|
—
|
|
|
10,078
|
|
|||||
Restricted stock awards and units
|
3,590
|
|
|
36
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock / tax withholdings
|
—
|
|
|
—
|
|
|
(4,947
|
)
|
|
—
|
|
|
—
|
|
|
(4,947
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(182,767
|
)
|
|
—
|
|
|
(182,767
|
)
|
|||||
Balance as of March 31, 2020
|
449,369
|
|
|
4,494
|
|
|
2,283,398
|
|
|
(1,405,737
|
)
|
|
(237,007
|
)
|
|
645,148
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
8,406
|
|
|
—
|
|
|
—
|
|
|
8,406
|
|
|||||
Restricted stock awards and units
|
206
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(199,391
|
)
|
|
—
|
|
|
(199,391
|
)
|
|||||
Balance as of June 30, 2020
|
449,575
|
|
|
$
|
4,496
|
|
|
$
|
2,291,826
|
|
|
$
|
(1,605,128
|
)
|
|
$
|
(237,007
|
)
|
|
$
|
454,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of December 31, 2018
|
442,915
|
|
|
$
|
4,429
|
|
|
$
|
2,341,249
|
|
|
$
|
(1,167,193
|
)
|
|
$
|
(237,007
|
)
|
|
$
|
941,478
|
|
Dividends ($0.0452 per share)
|
—
|
|
|
—
|
|
|
(18,744
|
)
|
|
—
|
|
|
—
|
|
|
(18,744
|
)
|
|||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
8,744
|
|
|
—
|
|
|
—
|
|
|
8,744
|
|
|||||
Restricted stock awards and units
|
2,610
|
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock / tax withholdings
|
—
|
|
|
—
|
|
|
(1,979
|
)
|
|
—
|
|
|
—
|
|
|
(1,979
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,906
|
)
|
|
—
|
|
|
(52,906
|
)
|
|||||
Balance as of March 31, 2019
|
445,525
|
|
|
$
|
4,455
|
|
|
$
|
2,329,244
|
|
|
$
|
(1,220,099
|
)
|
|
$
|
(237,007
|
)
|
|
$
|
876,593
|
|
Dividends ($0.0452 per share)
|
—
|
|
|
—
|
|
|
(18,740
|
)
|
|
—
|
|
|
—
|
|
|
(18,740
|
)
|
|||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
9,525
|
|
|
—
|
|
|
—
|
|
|
9,525
|
|
|||||
Restricted stock awards and units
|
113
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock / tax withholdings
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
16,837
|
|
|
—
|
|
|
16,837
|
|
|||||
Balance as of June 30, 2019
|
445,638
|
|
|
$
|
4,456
|
|
|
$
|
2,320,024
|
|
|
$
|
(1,203,262
|
)
|
|
$
|
(237,007
|
)
|
|
$
|
884,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating activities
|
|
|
|
|
|
||
Net loss
|
$
|
(382,158
|
)
|
|
$
|
(36,069
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depletion, depreciation and amortization (including deferred financing costs)
|
219,634
|
|
|
274,222
|
|
||
Deferred income taxes
|
23,650
|
|
|
(56,730
|
)
|
||
Unsuccessful well costs and leasehold impairments
|
20,855
|
|
|
7,099
|
|
||
Impairment of long-lived assets
|
150,820
|
|
|
—
|
|
||
Change in fair value of derivatives
|
(31,615
|
)
|
|
65,686
|
|
||
Cash settlements on derivatives, net (including $42.4 million and $(18.7) million on commodity hedges during 2020 and 2019)
|
34,814
|
|
|
(21,044
|
)
|
||
Equity-based compensation
|
17,693
|
|
|
17,932
|
|
||
Loss on extinguishment of debt
|
2,215
|
|
|
24,794
|
|
||
Other
|
6,529
|
|
|
7,417
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
(Increase) decrease in receivables
|
57,593
|
|
|
(23,996
|
)
|
||
Increase in inventories
|
(17,715
|
)
|
|
(19,021
|
)
|
||
(Increase) decrease in prepaid expenses and other
|
(3,464
|
)
|
|
29,380
|
|
||
Decrease in accounts payable
|
(3,813
|
)
|
|
(76,031
|
)
|
||
Increase (decrease) in accrued liabilities
|
(157,874
|
)
|
|
28,751
|
|
||
Net cash provided by (used in) operating activities
|
(62,836
|
)
|
|
222,390
|
|
||
Investing activities
|
|
|
|
|
|
||
Oil and gas assets
|
(135,242
|
)
|
|
(153,268
|
)
|
||
Other property
|
(1,536
|
)
|
|
(5,230
|
)
|
||
Proceeds on sale of assets
|
1,713
|
|
|
—
|
|
||
Notes receivable from partners
|
(42,362
|
)
|
|
(5,983
|
)
|
||
Net cash used in investing activities
|
(177,427
|
)
|
|
(164,481
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Borrowings under long-term debt
|
150,000
|
|
|
175,000
|
|
||
Payments on long-term debt
|
—
|
|
|
(300,000
|
)
|
||
Advances under production prepayment agreement
|
50,000
|
|
|
—
|
|
||
Net proceeds from issuance of senior notes
|
—
|
|
|
641,875
|
|
||
Redemption of senior secured notes
|
—
|
|
|
(535,338
|
)
|
||
Purchase of treasury stock / tax withholdings
|
(4,947
|
)
|
|
(1,983
|
)
|
||
Dividends
|
(19,181
|
)
|
|
(36,289
|
)
|
||
Deferred financing costs
|
(136
|
)
|
|
(1,981
|
)
|
||
Net cash provided by (used in) financing activities
|
175,736
|
|
|
(58,716
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(64,527
|
)
|
|
(807
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
229,346
|
|
|
185,616
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
164,819
|
|
|
$
|
184,809
|
|
|
|
|
|
||||
Supplemental cash flow information
|
|
|
|
|
|
||
Cash paid for:
|
|
|
|
|
|
||
Interest, net of capitalized interest
|
$
|
58,096
|
|
|
$
|
65,307
|
|
Income taxes
|
$
|
54,199
|
|
|
$
|
14,619
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
164,091
|
|
|
$
|
224,502
|
|
Restricted cash - current
|
186
|
|
|
4,302
|
|
||
Restricted cash - long-term
|
542
|
|
|
542
|
|
||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
$
|
164,819
|
|
|
$
|
229,346
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenues from contract with customer - Equatorial Guinea
|
$
|
28,147
|
|
|
$
|
63,165
|
|
|
$
|
52,518
|
|
|
$
|
152,279
|
|
Revenues from contract with customer - Ghana
|
64,577
|
|
|
209,469
|
|
|
114,250
|
|
|
328,800
|
|
||||
Revenues from contract with customers - U.S. Gulf of Mexico
|
39,222
|
|
|
129,364
|
|
|
142,674
|
|
|
214,431
|
|
||||
Provisional oil sales contracts
|
(4,632
|
)
|
|
(6,065
|
)
|
|
(4,348
|
)
|
|
(2,787
|
)
|
||||
Oil and gas revenue
|
$
|
127,314
|
|
|
$
|
395,933
|
|
|
$
|
305,094
|
|
|
$
|
692,723
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Oil and gas properties:
|
|
|
|
|
|
||
Proved properties
|
$
|
5,129,222
|
|
|
$
|
4,904,648
|
|
Unproved properties
|
533,393
|
|
|
814,065
|
|
||
Total oil and gas properties
|
5,662,615
|
|
|
5,718,713
|
|
||
Accumulated depletion
|
(2,296,869
|
)
|
|
(2,093,962
|
)
|
||
Oil and gas properties, net
|
3,365,746
|
|
|
3,624,751
|
|
||
|
|
|
|
||||
Other property
|
59,686
|
|
|
61,598
|
|
||
Accumulated depreciation
|
(46,767
|
)
|
|
(44,017
|
)
|
||
Other property, net
|
12,919
|
|
|
17,581
|
|
||
|
|
|
|
||||
Property and equipment, net
|
$
|
3,378,665
|
|
|
$
|
3,642,332
|
|
|
June 30,
2020 |
||
|
(In thousands)
|
||
Beginning balance
|
$
|
445,790
|
|
Additions to capitalized exploratory well costs pending the determination of proved reserves
|
1,140
|
|
|
Reclassification due to determination of proved reserves
|
(263,849
|
)
|
|
Capitalized exploratory well costs charged to expense
|
—
|
|
|
Ending balance
|
$
|
183,081
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In thousands, except well counts)
|
||||||
Exploratory well costs capitalized for a period of one year or less
|
$
|
29,616
|
|
|
$
|
29,121
|
|
Exploratory well costs capitalized for a period of one to two years
|
—
|
|
|
78,245
|
|
||
Exploratory well costs capitalized for a period of three years or greater
|
153,465
|
|
|
338,424
|
|
||
Ending balance
|
$
|
183,081
|
|
|
$
|
445,790
|
|
Number of projects that have exploratory well costs that have been capitalized for a period greater than one year
|
2
|
|
|
3
|
|
|
Three Months Ended June 30,
|
|
Six months ended June 30,
|
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
||||||||
|
(In thousands)
|
|
||||||||||||||
Operating lease cost
|
$
|
1,899
|
|
|
$
|
1,602
|
|
|
$
|
3,157
|
|
|
$
|
3,009
|
|
|
Short-term lease cost(1)
|
2,434
|
|
|
582
|
|
|
12,802
|
|
|
587
|
|
|
||||
Total lease cost
|
$
|
4,333
|
|
|
$
|
2,184
|
|
|
$
|
15,959
|
|
|
$
|
3,596
|
|
|
(1)
|
Includes $2.3 million and zero during the three months ended June 30, 2020 and 2019, respectively, and $12.2 million and zero during the six months ended June 30, 2020 and 2019, respectively, of costs associated with short-term drilling contracts.
|
|
June 30, 2020
|
|
December 31,
2019 |
||||
(In thousands, except lease term and discount rate)
|
|
|
|
||||
Balance sheet classifications
|
|
|
|
||||
Other assets (right-of-use assets)
|
$
|
18,775
|
|
|
$
|
20,008
|
|
Accrued liabilities (current maturities of leases)
|
2,005
|
|
|
1,139
|
|
||
Other long-term liabilities (non-current maturities of leases)
|
21,078
|
|
|
22,240
|
|
||
|
|
|
|
||||
Weighted average remaining lease term
|
8.4 years
|
|
|
8.8 years
|
|
||
|
|
|
|
||||
Weighted average discount rate
|
9.9
|
%
|
|
9.8
|
%
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Operating cash flows for operating leases
|
$
|
1,909
|
|
|
$
|
1,750
|
|
Investing cash flows for operating leases(1)
|
12,225
|
|
|
—
|
|
(1)
|
Represents costs associated with short-term drilling contracts.
|
|
Operating Leases(1)
|
|
||
|
(In thousands)
|
|
||
2020(2)
|
$
|
2,061
|
|
|
2021
|
4,174
|
|
|
|
2022
|
4,237
|
|
|
|
2023
|
4,301
|
|
|
|
2024
|
3,464
|
|
|
|
Thereafter
|
16,041
|
|
|
|
Total undiscounted lease payments
|
$
|
34,278
|
|
|
Less: Imputed interest
|
(11,195
|
)
|
|
|
Total lease liabilities
|
$
|
23,083
|
|
|
(1)
|
Does not include purchase commitments for jointly owned fields and facilities where we are not the operator and excludes commitments for exploration activities, including well commitments, in our petroleum contracts.
|
(2)
|
Represents payments for the period from July 1, 2020 through December 31, 2020.
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Outstanding debt principal balances:
|
|
|
|
|
|
||
Facility
|
$
|
1,450,000
|
|
|
$
|
1,400,000
|
|
Corporate Revolver
|
100,000
|
|
|
—
|
|
||
Senior Notes
|
650,000
|
|
|
650,000
|
|
||
Total
|
2,200,000
|
|
|
2,050,000
|
|
||
Unamortized deferred financing costs and discounts(1)
|
(36,347
|
)
|
|
(41,937
|
)
|
||
Total debt, net
|
2,163,653
|
|
|
2,008,063
|
|
||
Less: Current maturities of long-term debt
|
(56,000
|
)
|
|
—
|
|
||
Long-term debt, net
|
$
|
2,107,653
|
|
|
$
|
2,008,063
|
|
(1)
|
Includes $27.8 million and $32.8 million of unamortized deferred financing costs related to the Facility as of June 30, 2020 and December 31, 2019, respectively; $8.5 million and $9.1 million of unamortized deferred financing costs and discounts related to the Senior Notes as of June 30, 2020 and December 31, 2019, respectively.
|
|
Payments Due by Year
|
||||||||||||||||||||||||||
|
Total
|
|
2020(2)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Principal debt repayments(1)
|
$
|
2,200,000
|
|
|
$
|
—
|
|
|
$
|
56,000
|
|
|
$
|
422,571
|
|
|
$
|
428,571
|
|
|
$
|
428,572
|
|
|
$
|
864,286
|
|
(1)
|
Includes the scheduled principal maturities for the $650.0 million aggregate principal amount of Senior Notes and borrowings under the Facility and Corporate Revolver. The scheduled maturities of debt related to the Facility as of June 30, 2020 are based on our level of borrowings and our estimated future available borrowing base commitment levels in future periods. Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter.
|
(2)
|
Represents payments for the period July 1, 2020 through December 31, 2020.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In thousands)
|
||||||||||||||
Interest expense
|
$
|
28,504
|
|
|
$
|
38,450
|
|
|
$
|
60,270
|
|
|
$
|
76,622
|
|
Amortization—deferred financing costs
|
2,192
|
|
|
2,302
|
|
|
4,475
|
|
|
4,689
|
|
||||
Loss on extinguishment of debt
|
2,215
|
|
|
24,794
|
|
|
2,215
|
|
|
24,794
|
|
||||
Capitalized interest
|
(5,729
|
)
|
|
(7,002
|
)
|
|
(12,256
|
)
|
|
(14,253
|
)
|
||||
Deferred interest
|
1,182
|
|
|
433
|
|
|
1,496
|
|
|
1,270
|
|
||||
Interest income
|
(1,023
|
)
|
|
(591
|
)
|
|
(2,102
|
)
|
|
(1,243
|
)
|
||||
Other, net
|
933
|
|
|
1,417
|
|
|
2,011
|
|
|
2,965
|
|
||||
Interest and other financing costs, net
|
$
|
28,274
|
|
|
$
|
59,803
|
|
|
$
|
56,109
|
|
|
$
|
94,844
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In thousands)
|
||||||
Production prepayment
|
$
|
50,000
|
|
|
$
|
—
|
|
Unamortized deferred financing costs
|
(667
|
)
|
|
—
|
|
||
Production prepayment agreement, net
|
$
|
49,333
|
|
|
$
|
—
|
|
•
|
the Guarantor Liquidity Ratio (as defined in the glossary), not less than 1.20x and
|
•
|
the GoM Liquidity Ratio (as defined in the glossary), not less than 1.50x
|
|
Payments Due by Year
|
||||||||||||||||||||||||||
|
Total
|
|
2020(2)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Production Prepayment Agreement(1)
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
15,729
|
|
|
$
|
30,799
|
|
|
$
|
3,472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Any increases or decreases in future market prices would impact the scheduled maturities during the next five years and thereafter.
|
(2)
|
Represents payments for the period July 1, 2020 through December 31, 2020.
|
|
|
|
|
|
|
|
|
Weighted Average Price per Bbl
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
Net Deferred
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
Premium
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Term
|
|
Type of Contract
|
|
Index
|
|
MBbl
|
|
Payable/(Receivable)
|
|
Swap
|
|
Sold Put
|
|
Floor
|
|
Ceiling
|
|
Purchased Call
|
|||||||||||||
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Jul — Dec
|
|
Swaps
|
|
Dated Brent
|
|
5,275
|
|
|
$
|
—
|
|
|
$
|
42.67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Jul — Dec
|
|
Swaps
|
|
Argus LLS
|
|
3,000
|
|
|
—
|
|
|
29.98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Jul — Dec
|
|
Call spreads
|
|
NYMEX WTI
|
|
(1)
|
|
1.20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.00
|
|
|
35.00
|
|
|||||||
Jul — Dec
|
|
Swaps with sold puts
|
|
Dated Brent
|
|
333
|
|
|
—
|
|
|
35.00
|
|
|
25.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Jul — Dec
|
|
Three-way collars
|
|
Dated Brent
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
25.00
|
|
|
32.50
|
|
|
40.00
|
|
|
—
|
|
||||||
Jul — Dec
|
|
Sold calls(2)
|
|
Dated Brent
|
|
4,750
|
|
|
(0.19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.83
|
|
|
—
|
|
||||||
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Jan — Dec
|
|
Swaps with sold puts
|
|
Dated Brent
|
|
5,000
|
|
|
$
|
—
|
|
|
$
|
54.70
|
|
|
$
|
43.50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Jan — Dec
|
|
Three-way collars
|
|
Dated Brent
|
|
1,000
|
|
|
1.00
|
|
|
—
|
|
|
30.00
|
|
|
40.00
|
|
|
55.40
|
|
|
—
|
|
||||||
Jan — Dec
|
|
Sold calls(2)
|
|
Dated Brent
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.09
|
|
|
—
|
|
||||||
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Jan — Dec
|
|
Sold calls(2)
|
|
Dated Brent
|
|
1,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.00
|
|
|
—
|
|
(1)
|
Added call spreads on 1.0 million barrels to open upside for U.S. Gulf of Mexico production.
|
(2)
|
Represents call option contracts sold to counterparties to enhance other derivative positions.
|
|
|
|
|
Estimated Fair Value
|
||||||
|
|
|
|
Asset (Liability)
|
||||||
Type of Contract
|
|
Balance Sheet Location
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
|
|
|
(In thousands)
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
||||
Commodity
|
|
Derivatives assets—current
|
|
$
|
30,289
|
|
|
$
|
12,856
|
|
Provisional oil sales
|
|
Receivables: Oil Sales
|
|
—
|
|
|
(3,287
|
)
|
||
Commodity
|
|
Derivatives assets—long-term
|
|
11,271
|
|
|
2,302
|
|
||
Derivative liabilities:
|
|
|
|
|
|
|
||||
Commodity
|
|
Derivatives liabilities—current
|
|
(43,974
|
)
|
|
(8,914
|
)
|
||
Commodity
|
|
Derivatives liabilities—long-term
|
|
(9,306
|
)
|
|
(11,478
|
)
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
(11,720
|
)
|
|
$
|
(8,521
|
)
|
|
|
|
|
Amount of Gain/(Loss)
|
|
Amount of Gain/(Loss)
|
||||||||||||
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
Type of Contract
|
|
Location of Gain/(Loss)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
(In thousands)
|
||||||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity(1)
|
|
Oil and gas revenue
|
|
$
|
(4,632
|
)
|
|
$
|
(6,064
|
)
|
|
$
|
(4,348
|
)
|
|
$
|
(2,786
|
)
|
Commodity
|
|
Derivatives, net
|
|
(100,075
|
)
|
|
14,185
|
|
|
35,963
|
|
|
(62,900
|
)
|
||||
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
(104,707
|
)
|
|
$
|
8,121
|
|
|
$
|
31,615
|
|
|
$
|
(65,686
|
)
|
(1)
|
Amounts represent the change in fair value of our provisional oil sales contracts.
|
•
|
Level 1 — quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2 — quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3 — unobservable inputs for the asset or liability. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Senior Notes
|
$
|
643,028
|
|
|
$
|
580,554
|
|
|
$
|
642,550
|
|
|
$
|
664,957
|
|
Production Prepayment Agreement
|
50,000
|
|
|
57,500
|
|
|
—
|
|
|
—
|
|
||||
Corporate Revolver
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
||||
Facility
|
1,450,000
|
|
|
1,450,000
|
|
|
1,400,000
|
|
|
1,400,000
|
|
||||
Total
|
$
|
2,243,028
|
|
|
$
|
2,188,054
|
|
|
$
|
2,042,550
|
|
|
$
|
2,064,957
|
|
|
|
|
Weighted-
|
|
Market / Service
|
|
Weighted-
|
||||||
|
Service Vesting
|
|
Average
|
|
Vesting
|
|
Average
|
||||||
|
Restricted Stock
|
|
Grant-Date
|
|
Restricted Stock
|
|
Grant-Date
|
||||||
|
Units
|
|
Fair Value
|
|
Units
|
|
Fair Value
|
||||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
Outstanding at December 31, 2019
|
4,731
|
|
|
$
|
5.71
|
|
|
7,798
|
|
|
$
|
8.42
|
|
Granted(1)
|
3,474
|
|
|
5.49
|
|
|
3,392
|
|
|
8.37
|
|
||
Forfeited(1)
|
(901
|
)
|
|
6.17
|
|
|
(476
|
)
|
|
8.02
|
|
||
Vested
|
(2,067
|
)
|
|
5.86
|
|
|
(2,582
|
)
|
|
9.47
|
|
||
Outstanding at June 30, 2020
|
5,237
|
|
|
5.41
|
|
|
8,132
|
|
|
8.11
|
|
(1)
|
The restricted stock units with a combination of market and service vesting criteria may vest between 0% and 200% of the originally granted units depending upon market performance conditions. Awards vesting over or under target shares of 100% results in additional shares granted or forfeited, respectively, in the period the market vesting criteria is determined.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In thousands)
|
||||||||||||||
United States
|
$
|
(79,703
|
)
|
|
$
|
(18,499
|
)
|
|
$
|
(269,840
|
)
|
|
$
|
(74,240
|
)
|
Foreign—other
|
(167,113
|
)
|
|
67,938
|
|
|
(94,200
|
)
|
|
62,099
|
|
||||
Income (loss) before income taxes
|
$
|
(246,816
|
)
|
|
$
|
49,439
|
|
|
$
|
(364,040
|
)
|
|
$
|
(12,141
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) allocable to common stockholders
|
$
|
(199,391
|
)
|
|
$
|
16,837
|
|
|
$
|
(382,158
|
)
|
|
$
|
(36,069
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
405,195
|
|
|
401,323
|
|
|
404,990
|
|
|
401,244
|
|
||||
Restricted stock awards and units(1)(2)
|
—
|
|
|
6,907
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
405,195
|
|
|
408,230
|
|
|
404,990
|
|
|
401,244
|
|
||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.49
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.94
|
)
|
|
$
|
(0.09
|
)
|
Diluted
|
$
|
(0.49
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.94
|
)
|
|
$
|
(0.09
|
)
|
(1)
|
We excluded outstanding restricted stock awards and units of 11.6 million and 1.1 million for the three months ended June 30, 2020 and 2019, respectively, and 11.3 million and 12.9 million for the six months ended June 30, 2020 and 2019, respectively, from the computations of diluted net income (loss) per share because the effect would have been anti-dilutive.
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Accrued liabilities:
|
|
|
|
|
|
||
Exploration, development and production
|
$
|
83,052
|
|
|
$
|
152,490
|
|
Revenue payable
|
22,028
|
|
|
32,482
|
|
||
Current asset retirement obligations
|
2,810
|
|
|
4,527
|
|
||
General and administrative expenses
|
3,518
|
|
|
44,575
|
|
||
Interest
|
22,953
|
|
|
33,584
|
|
||
Income taxes
|
56,649
|
|
|
103,566
|
|
||
Taxes other than income
|
3,230
|
|
|
3,375
|
|
||
Derivatives
|
5,340
|
|
|
4,837
|
|
||
Other
|
3,695
|
|
|
1,268
|
|
||
|
$
|
203,275
|
|
|
$
|
380,704
|
|
|
June 30,
2020 |
||
|
(In thousands)
|
||
Asset retirement obligations:
|
|
|
|
Beginning asset retirement obligations
|
$
|
235,053
|
|
Liabilities incurred during period
|
—
|
|
|
Liabilities settled during period
|
(3,905
|
)
|
|
Revisions in estimated retirement obligations
|
2,138
|
|
|
Accretion expense
|
9,369
|
|
|
Ending asset retirement obligations
|
$
|
242,655
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In thousands)
|
||||||||||||||
Loss on disposal of inventory
|
$
|
361
|
|
|
$
|
—
|
|
|
$
|
1,828
|
|
|
$
|
187
|
|
(Gain) loss on ARO liability settlements
|
(28
|
)
|
|
(5
|
)
|
|
2,122
|
|
|
1,913
|
|
||||
Restructuring charges
|
(575
|
)
|
|
—
|
|
|
13,340
|
|
|
—
|
|
||||
Other, net
|
1,470
|
|
|
(1,788
|
)
|
|
7,867
|
|
|
(1,774
|
)
|
||||
Other expenses, net
|
$
|
1,228
|
|
|
$
|
(1,793
|
)
|
|
$
|
25,157
|
|
|
$
|
326
|
|
|
Ghana
|
|
Equatorial Guinea
|
|
Mauritania/Senegal
|
|
U.S. Gulf of Mexico
|
|
Corporate & Other
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Three months ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil and gas revenue
|
$
|
61,192
|
|
|
$
|
26,901
|
|
|
$
|
—
|
|
|
$
|
39,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127,314
|
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
121,264
|
|
|
(121,268
|
)
|
|
—
|
|
|||||||
Total revenues and other income
|
61,192
|
|
|
26,901
|
|
|
—
|
|
|
39,225
|
|
|
121,264
|
|
|
(121,268
|
)
|
|
127,314
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil and gas production
|
46,568
|
|
|
25,414
|
|
|
—
|
|
|
16,765
|
|
|
—
|
|
|
—
|
|
|
88,747
|
|
|||||||
Facilities insurance modifications, net
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||||
Exploration expenses
|
13
|
|
|
2,117
|
|
|
985
|
|
|
6,594
|
|
|
6,002
|
|
|
—
|
|
|
15,711
|
|
|||||||
General and administrative
|
3,132
|
|
|
1,222
|
|
|
2,176
|
|
|
2,849
|
|
|
28,217
|
|
|
(19,410
|
)
|
|
18,186
|
|
|||||||
Depletion, depreciation and amortization
|
64,917
|
|
|
19,409
|
|
|
16
|
|
|
36,880
|
|
|
635
|
|
|
—
|
|
|
121,857
|
|
|||||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest and other financing costs, net(1)
|
13,322
|
|
|
(331
|
)
|
|
(6,222
|
)
|
|
2,991
|
|
|
20,297
|
|
|
(1,783
|
)
|
|
28,274
|
|
|||||||
Derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,075
|
|
|
—
|
|
|
100,075
|
|
|||||||
Other expenses, net
|
54,048
|
|
|
6,379
|
|
|
(322
|
)
|
|
40,093
|
|
|
1,105
|
|
|
(100,075
|
)
|
|
1,228
|
|
|||||||
Total costs and expenses
|
182,052
|
|
|
54,210
|
|
|
(3,367
|
)
|
|
106,172
|
|
|
156,331
|
|
|
(121,268
|
)
|
|
374,130
|
|
|||||||
Income (loss) before income taxes
|
(120,860
|
)
|
|
(27,309
|
)
|
|
3,367
|
|
|
(66,947
|
)
|
|
(35,067
|
)
|
|
—
|
|
|
(246,816
|
)
|
|||||||
Income tax expense (benefit)
|
(44,051
|
)
|
|
(13,258
|
)
|
|
—
|
|
|
(1
|
)
|
|
9,885
|
|
|
—
|
|
|
(47,425
|
)
|
|||||||
Net income (loss)
|
$
|
(76,809
|
)
|
|
$
|
(14,051
|
)
|
|
$
|
3,367
|
|
|
$
|
(66,946
|
)
|
|
$
|
(44,952
|
)
|
|
$
|
—
|
|
|
$
|
(199,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated capital expenditures
|
$
|
8,590
|
|
|
$
|
9,335
|
|
|
$
|
2,202
|
|
|
$
|
39,897
|
|
|
$
|
6,360
|
|
|
$
|
—
|
|
|
$
|
66,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ghana
|
|
Equatorial Guinea
|
|
Mauritania/Senegal
|
|
U.S. Gulf of Mexico
|
|
Corporate & Other
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Six months ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil and gas revenue
|
$
|
110,900
|
|
|
$
|
51,520
|
|
|
$
|
—
|
|
|
$
|
142,674
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
305,094
|
|
Other income, net
|
1
|
|
|
—
|
|
|
—
|
|
|
451
|
|
|
9,255
|
|
|
(9,706
|
)
|
|
1
|
|
|||||||
Total revenues and other income
|
110,901
|
|
|
51,520
|
|
|
—
|
|
|
143,125
|
|
|
9,255
|
|
|
(9,706
|
)
|
|
305,095
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil and gas production
|
64,610
|
|
|
36,889
|
|
|
—
|
|
|
48,851
|
|
|
—
|
|
|
—
|
|
|
150,350
|
|
|||||||
Facilities insurance modifications, net
|
8,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,090
|
|
|||||||
Exploration expenses
|
98
|
|
|
4,836
|
|
|
4,459
|
|
|
20,561
|
|
|
30,362
|
|
|
—
|
|
|
60,316
|
|
|||||||
General and administrative
|
7,022
|
|
|
2,960
|
|
|
4,285
|
|
|
6,853
|
|
|
60,079
|
|
|
(42,102
|
)
|
|
39,097
|
|
|||||||
Depletion, depreciation and amortization
|
84,648
|
|
|
28,303
|
|
|
31
|
|
|
100,714
|
|
|
1,463
|
|
|
—
|
|
|
215,159
|
|
|||||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
150,820
|
|
|
—
|
|
|
—
|
|
|
150,820
|
|
|||||||
Interest and other financing costs, net(1)
|
28,153
|
|
|
(700
|
)
|
|
(12,848
|
)
|
|
7,680
|
|
|
37,391
|
|
|
(3,567
|
)
|
|
56,109
|
|
|||||||
Derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,963
|
)
|
|
—
|
|
|
(35,963
|
)
|
|||||||
Other expenses, net
|
(62,324
|
)
|
|
(9,377
|
)
|
|
2,471
|
|
|
43,745
|
|
|
14,679
|
|
|
35,963
|
|
|
25,157
|
|
|||||||
Total costs and expenses
|
130,297
|
|
|
62,911
|
|
|
(1,602
|
)
|
|
379,224
|
|
|
108,011
|
|
|
(9,706
|
)
|
|
669,135
|
|
|||||||
Income (loss) before income taxes
|
(19,396
|
)
|
|
(11,391
|
)
|
|
1,602
|
|
|
(236,099
|
)
|
|
(98,756
|
)
|
|
—
|
|
|
(364,040
|
)
|
|||||||
Income tax expense (benefit)
|
(5,830
|
)
|
|
(8,670
|
)
|
|
—
|
|
|
30,902
|
|
|
1,716
|
|
|
—
|
|
|
18,118
|
|
|||||||
Net income (loss)
|
$
|
(13,566
|
)
|
|
$
|
(2,721
|
)
|
|
$
|
1,602
|
|
|
$
|
(267,001
|
)
|
|
$
|
(100,472
|
)
|
|
$
|
—
|
|
|
$
|
(382,158
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated capital expenditures
|
$
|
25,076
|
|
|
$
|
16,106
|
|
|
$
|
5,323
|
|
|
$
|
78,551
|
|
|
$
|
25,795
|
|
|
$
|
—
|
|
|
$
|
150,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
As of June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Property and equipment, net
|
$
|
1,429,160
|
|
|
$
|
453,178
|
|
|
$
|
451,140
|
|
|
$
|
1,018,586
|
|
|
$
|
26,601
|
|
|
$
|
—
|
|
|
$
|
3,378,665
|
|
Total assets
|
$
|
1,567,529
|
|
|
$
|
692,283
|
|
|
$
|
650,351
|
|
|
$
|
3,067,724
|
|
|
$
|
12,404,285
|
|
|
$
|
(14,395,681
|
)
|
|
$
|
3,986,491
|
|
(1)
|
Interest expense is recorded based on actual third-party and intercompany debt agreements. Capitalized interest is recorded on the business unit where the assets reside.
|
|
Ghana
|
|
Equatorial Guinea
|
|
Mauritania/Senegal
|
|
U.S. Gulf of Mexico
|
|
Corporate & Other
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Three months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil and gas revenue
|
$
|
202,085
|
|
|
$
|
64,484
|
|
|
$
|
—
|
|
|
$
|
129,364
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
395,933
|
|
Other income, net
|
1
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
19,079
|
|
|
(19,203
|
)
|
|
1
|
|
|||||||
Total revenues and other income
|
202,086
|
|
|
64,484
|
|
|
—
|
|
|
129,488
|
|
|
19,079
|
|
|
(19,203
|
)
|
|
395,934
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil and gas production
|
44,954
|
|
|
16,670
|
|
|
—
|
|
|
29,353
|
|
|
—
|
|
|
—
|
|
|
90,977
|
|
|||||||
Facilities insurance modifications, net
|
2,278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,278
|
|
|||||||
Exploration expenses
|
56
|
|
|
2,472
|
|
|
2,043
|
|
|
11,015
|
|
|
14,319
|
|
|
—
|
|
|
29,905
|
|
|||||||
General and administrative
|
6,002
|
|
|
1,539
|
|
|
1,540
|
|
|
4,893
|
|
|
44,313
|
|
|
(30,215
|
)
|
|
28,072
|
|
|||||||
Depletion, depreciation and amortization
|
75,898
|
|
|
16,287
|
|
|
15
|
|
|
58,215
|
|
|
1,023
|
|
|
—
|
|
|
151,438
|
|
|||||||
Interest and other financing costs, net(1)
|
19,026
|
|
|
—
|
|
|
(6,524
|
)
|
|
5,642
|
|
|
43,443
|
|
|
(1,784
|
)
|
|
59,803
|
|
|||||||
Derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,390
|
)
|
|
(12,795
|
)
|
|
—
|
|
|
(14,185
|
)
|
|||||||
Other expenses, net
|
(12,982
|
)
|
|
(2,583
|
)
|
|
412
|
|
|
553
|
|
|
11
|
|
|
12,796
|
|
|
(1,793
|
)
|
|||||||
Total costs and expenses
|
135,232
|
|
|
34,385
|
|
|
(2,514
|
)
|
|
108,281
|
|
|
90,314
|
|
|
(19,203
|
)
|
|
346,495
|
|
|||||||
Income (loss) before income taxes
|
66,854
|
|
|
30,099
|
|
|
2,514
|
|
|
21,207
|
|
|
(71,235
|
)
|
|
—
|
|
|
49,439
|
|
|||||||
Income tax expense (benefit)
|
24,683
|
|
|
11,762
|
|
|
—
|
|
|
4,439
|
|
|
(8,282
|
)
|
|
—
|
|
|
32,602
|
|
|||||||
Net income (loss)
|
$
|
42,171
|
|
|
$
|
18,337
|
|
|
$
|
2,514
|
|
|
$
|
16,768
|
|
|
$
|
(62,953
|
)
|
|
$
|
—
|
|
|
$
|
16,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated capital expenditures
|
$
|
33,496
|
|
|
$
|
6,115
|
|
|
$
|
4,039
|
|
|
$
|
41,177
|
|
|
$
|
15,858
|
|
|
$
|
—
|
|
|
$
|
100,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ghana
|
|
Equatorial Guinea
|
|
Mauritania/Senegal
|
|
U.S. Gulf of Mexico
|
|
Corporate & Other
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Six months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil and gas revenue
|
$
|
325,003
|
|
|
$
|
153,289
|
|
|
$
|
—
|
|
|
$
|
214,431
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
692,723
|
|
Other income, net
|
1
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|
91,888
|
|
|
(92,147
|
)
|
|
1
|
|
|||||||
Total revenues and other income
|
325,004
|
|
|
153,289
|
|
|
—
|
|
|
214,690
|
|
|
91,888
|
|
|
(92,147
|
)
|
|
692,724
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil and gas production
|
75,010
|
|
|
39,276
|
|
|
—
|
|
|
56,490
|
|
|
—
|
|
|
—
|
|
|
170,776
|
|
|||||||
Facilities insurance modifications, net
|
(17,743
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,743
|
)
|
|||||||
Exploration expenses
|
107
|
|
|
5,643
|
|
|
8,485
|
|
|
22,209
|
|
|
23,805
|
|
|
—
|
|
|
60,249
|
|
|||||||
General and administrative
|
11,958
|
|
|
3,584
|
|
|
3,827
|
|
|
12,286
|
|
|
88,519
|
|
|
(56,194
|
)
|
|
63,980
|
|
|||||||
Depletion, depreciation and amortization
|
130,761
|
|
|
39,304
|
|
|
31
|
|
|
97,409
|
|
|
2,028
|
|
|
—
|
|
|
269,533
|
|
|||||||
Interest and other financing costs, net(1)
|
39,679
|
|
|
—
|
|
|
(13,317
|
)
|
|
11,571
|
|
|
60,478
|
|
|
(3,567
|
)
|
|
94,844
|
|
|||||||
Derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
30,513
|
|
|
32,387
|
|
|
—
|
|
|
62,900
|
|
|||||||
Other expenses, net
|
32,118
|
|
|
(2,243
|
)
|
|
641
|
|
|
2,145
|
|
|
51
|
|
|
(32,386
|
)
|
|
326
|
|
|||||||
Total costs and expenses
|
271,890
|
|
|
85,564
|
|
|
(333
|
)
|
|
232,623
|
|
|
207,268
|
|
|
(92,147
|
)
|
|
704,865
|
|
|||||||
Income (loss) before income taxes
|
53,114
|
|
|
67,725
|
|
|
333
|
|
|
(17,933
|
)
|
|
(115,380
|
)
|
|
—
|
|
|
(12,141
|
)
|
|||||||
Income tax expense (benefit)
|
19,700
|
|
|
27,293
|
|
|
—
|
|
|
(3,766
|
)
|
|
(19,299
|
)
|
|
—
|
|
|
23,928
|
|
|||||||
Net income (loss)
|
$
|
33,414
|
|
|
$
|
40,432
|
|
|
$
|
333
|
|
|
$
|
(14,167
|
)
|
|
$
|
(96,081
|
)
|
|
$
|
—
|
|
|
$
|
(36,069
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated capital expenditures
|
$
|
68,463
|
|
|
$
|
21,051
|
|
|
$
|
6,290
|
|
|
$
|
87,059
|
|
|
$
|
28,050
|
|
|
$
|
—
|
|
|
$
|
210,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
As of June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Property and equipment, net
|
$
|
1,643,410
|
|
|
$
|
460,679
|
|
|
$
|
422,539
|
|
|
$
|
1,281,439
|
|
|
$
|
39,506
|
|
|
$
|
—
|
|
|
$
|
3,847,573
|
|
Total assets
|
$
|
1,872,202
|
|
|
$
|
498,195
|
|
|
$
|
546,454
|
|
|
$
|
3,343,917
|
|
|
$
|
12,051,009
|
|
|
$
|
(13,846,043
|
)
|
|
$
|
4,465,734
|
|
(1)
|
Interest expense is recorded based on actual third-party and intercompany debt agreements. Capitalized interest is recorded on the business unit where the assets reside.
|
|
Six Months Ended June 30,
|
|
||||||
|
2020
|
|
2019
|
|
||||
|
(In thousands)
|
|
||||||
Consolidated capital expenditures:
|
|
|
|
|
||||
Consolidated Statements of Cash Flows - Investing activities:
|
|
|
|
|
||||
Oil and gas assets
|
$
|
135,242
|
|
|
$
|
153,268
|
|
|
Other property
|
1,536
|
|
|
5,230
|
|
|
||
Adjustments:
|
|
|
|
|
||||
Changes in capital accruals
|
(20,392
|
)
|
|
13,684
|
|
|
||
Exploration expense, excluding unsuccessful well costs and leasehold impairments(1)
|
39,461
|
|
|
53,150
|
|
|
||
Capitalized interest
|
(12,256
|
)
|
|
(14,253
|
)
|
|
||
Other
|
7,260
|
|
|
(166
|
)
|
|
||
Total consolidated capital expenditures
|
$
|
150,851
|
|
|
$
|
210,913
|
|
|
(1)
|
Unsuccessful well costs are included in oil and gas assets when incurred.
|
•
|
Delay to the installation of the Ghana Jubilee catenary anchor leg mooring (“CALM”) buoy. The Government of Ghana implemented certain travel restrictions pertaining to its borders. The contractor responsible for the installation and commissioning of the Jubilee CALM buoy decided to suspend operations and demobilize from Ghana. Kosmos expects the contractor to return to Ghana this year to complete installation and commissioning of the CALM buoy. As a result of the delay, the Jubilee joint venture is expected to continue to incur an estimated $6 million (gross) per month conducting ship to ship transfer operations until the CALM buoy is installed and commissioned.
|
•
|
Deferral of the current Ghana drilling program associated with the termination of the Ghana drilling rig contract. The Company did not incur material costs associated with the termination of the drilling contract.
|
•
|
Elected to defer completion operations on the Kodiak in-fill well drilled during 2020 in the U.S. Gulf of Mexico. Additionally, our U.S. Gulf of Mexico infrastructure led exploration (ILX) program was suspended. The Company did not incur material costs associated with the decision not to extend the drilling contract.
|
•
|
Suspension of the 2020-2021 Equatorial Guinea drilling program and ESP program. The Company did not incur material costs associated with the suspension of the programs.
|
•
|
Delay of the construction of the Greater Tortue Ahmeyim Phase 1 development project by approximately 12 months, with first gas now expected in the first half of 2023. Phase 1 of the project is currently approximately 40% complete. This delay is expected to result in a significant reduction in budgeted spend in 2020 as activity and milestone payments are delayed. With the re-phasing of the project timeline, the partnership has approved a revised budget and, as a result, the carry of our capital obligations is expected to be extended through the end of this year. In addition, we continue with the Tortue sell down process to support a self-funded gas business.
|
•
|
Government of Sao Tome and Principe implemented certain travel regulations restricting international travelers from entering the country. These restrictions made it impossible for the Company to safely manage the seismic acquisition in Blocks 10 and 13. As the technical operator of the seismic acquisition, the Company declared force majeure on the seismic acquisition contract and terminated it. Thereafter, BP, as operator of Blocks 10 and 13, declared force majeure on the blocks.
|
•
|
Delayed expected spud date of the Jaca exploration well in Sao Tome Block 6 from the fourth quarter of 2020 to the second half of 2021.
|
•
|
Suspension of the quarterly dividend by the Board of Directors.
|
•
|
During the first quarter of 2020, reduced Company headcount resulting in restructuring charges for employee severance and related benefits totaling approximately $13.3 million during the six months ended June 30, 2020.
|
•
|
During the first quarter of 2020, recorded asset impairments totaling $150.8 million during the three months ended March 31, 2020 primarily as a result of lower oil prices arising from the COVID-19 pandemic. The Company did not recognize additional impairment of proved oil and gas properties during the three months ended June 30, 2019 as no impairment indicators were identified.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
||||||||
|
(In thousands, except per volume data)
|
|
||||||||||||||
Sales volumes:
|
|
|
|
|
|
|
|
|
||||||||
Oil (MBbl)
|
5,751
|
|
|
5,851
|
|
|
9,202
|
|
|
10,541
|
|
|
||||
Gas (MMcf)
|
1,303
|
|
|
1,663
|
|
|
3,284
|
|
|
3,464
|
|
|
||||
NGL (MBbl)
|
142
|
|
|
139
|
|
|
335
|
|
|
251
|
|
|
||||
Total (MBoe)
|
6,110
|
|
|
6,267
|
|
|
10,084
|
|
|
11,369
|
|
|
||||
Total (Boepd)
|
67,145
|
|
|
68,870
|
|
|
55,408
|
|
|
62,814
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Oil sales
|
$
|
124,813
|
|
|
$
|
389,286
|
|
|
$
|
296,729
|
|
|
$
|
680,150
|
|
|
Gas sales
|
2,113
|
|
|
4,145
|
|
|
5,832
|
|
|
7,807
|
|
|
||||
NGL sales
|
388
|
|
|
2,502
|
|
|
2,533
|
|
|
4,766
|
|
|
||||
Total revenues
|
$
|
127,314
|
|
|
$
|
395,933
|
|
|
$
|
305,094
|
|
|
$
|
692,723
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average oil sales price per Bbl
|
$
|
21.70
|
|
|
$
|
66.53
|
|
|
$
|
32.25
|
|
|
$
|
64.52
|
|
|
Average gas sales price per Mcf
|
1.62
|
|
|
2.49
|
|
|
1.78
|
|
|
2.25
|
|
|
||||
Average NGL sales price per Bbl
|
2.73
|
|
|
18.01
|
|
|
7.56
|
|
|
19.00
|
|
|
||||
Average total sales price per Boe
|
20.84
|
|
|
63.18
|
|
|
30.25
|
|
|
60.93
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Costs:
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas production, excluding workovers
|
$
|
87,726
|
|
|
$
|
85,351
|
|
|
$
|
145,143
|
|
|
$
|
158,066
|
|
|
Oil and gas production, workovers
|
1,021
|
|
|
5,626
|
|
|
5,207
|
|
|
12,710
|
|
|
||||
Total oil and gas production costs
|
$
|
88,747
|
|
|
$
|
90,977
|
|
|
$
|
150,350
|
|
|
$
|
170,776
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depletion, depreciation and amortization
|
$
|
121,857
|
|
|
$
|
151,438
|
|
|
$
|
215,159
|
|
|
$
|
269,533
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average cost per Boe:
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas production, excluding workovers
|
$
|
14.36
|
|
|
$
|
13.62
|
|
|
$
|
14.39
|
|
|
$
|
13.90
|
|
|
Oil and gas production, workovers
|
0.17
|
|
|
0.90
|
|
|
0.52
|
|
|
1.12
|
|
|
||||
Total oil and gas production costs
|
14.53
|
|
|
14.52
|
|
|
14.91
|
|
|
15.02
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Depletion, depreciation and amortization
|
19.94
|
|
|
24.16
|
|
|
21.34
|
|
|
23.71
|
|
|
||||
Total
|
$
|
34.47
|
|
|
$
|
38.68
|
|
|
$
|
36.25
|
|
|
$
|
38.73
|
|
|
|
Actively Drilling or
|
|
Wells Suspended or
|
||||||||||||||||||||
|
Completing
|
|
Waiting on Completion
|
||||||||||||||||||||
|
Exploration
|
|
Development
|
|
Exploration
|
|
Development
|
||||||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||||
Ghana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jubilee Unit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
2.17
|
|
TEN
|
—
|
|
|
—
|
|
|
1
|
|
|
0.17
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
1.19
|
|
Equatorial Guinea
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Block S
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
0.40
|
|
|
—
|
|
|
—
|
|
U.S. Gulf of Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tornado 4
|
—
|
|
|
—
|
|
|
1
|
|
|
0.35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Kodiak 727 #3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
0.29
|
|
Mauritania / Senegal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mauritania C8
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
0.56
|
|
|
—
|
|
|
—
|
|
Greater Tortue Ahmeyim Unit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
0.80
|
|
|
1
|
|
|
0.27
|
|
Senegal Cayar Profond
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
0.90
|
|
|
—
|
|
|
—
|
|
Total
|
—
|
|
|
—
|
|
|
2
|
|
|
0.52
|
|
|
9
|
|
|
2.66
|
|
|
18
|
|
|
3.92
|
|
|
Three Months Ended
|
|
|
||||||||
|
June 30,
|
|
Increase
|
||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
||||||
|
(In thousands)
|
||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|||
Oil and gas revenue
|
$
|
127,314
|
|
|
$
|
395,933
|
|
|
$
|
(268,619
|
)
|
Other income, net
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Total revenues and other income
|
127,314
|
|
|
395,934
|
|
|
(268,620
|
)
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||
Oil and gas production
|
88,747
|
|
|
90,977
|
|
|
(2,230
|
)
|
|||
Facilities insurance modifications, net
|
52
|
|
|
2,278
|
|
|
(2,226
|
)
|
|||
Exploration expenses
|
15,711
|
|
|
29,905
|
|
|
(14,194
|
)
|
|||
General and administrative
|
18,186
|
|
|
28,072
|
|
|
(9,886
|
)
|
|||
Depletion, depreciation and amortization
|
121,857
|
|
|
151,438
|
|
|
(29,581
|
)
|
|||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest and other financing costs, net
|
28,274
|
|
|
59,803
|
|
|
(31,529
|
)
|
|||
Derivatives, net
|
100,075
|
|
|
(14,185
|
)
|
|
114,260
|
|
|||
Other expenses, net
|
1,228
|
|
|
(1,793
|
)
|
|
3,021
|
|
|||
Total costs and expenses
|
374,130
|
|
|
346,495
|
|
|
27,635
|
|
|||
Income (loss) before income taxes
|
(246,816
|
)
|
|
49,439
|
|
|
(296,255
|
)
|
|||
Income tax expense (benefit)
|
(47,425
|
)
|
|
32,602
|
|
|
(80,027
|
)
|
|||
Net income (loss)
|
$
|
(199,391
|
)
|
|
$
|
16,837
|
|
|
$
|
(216,228
|
)
|
|
|
|
|
|
|
||||||
|
Six Months Ended
|
|
|
||||||||
|
June 30,
|
|
Increase
|
||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
||||||
|
(In thousands)
|
||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|||
Oil and gas revenue
|
$
|
305,094
|
|
|
$
|
692,723
|
|
|
$
|
(387,629
|
)
|
Other income, net
|
1
|
|
|
1
|
|
|
—
|
|
|||
Total revenues and other income
|
305,095
|
|
|
692,724
|
|
|
(387,629
|
)
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||
Oil and gas production
|
150,350
|
|
|
170,776
|
|
|
(20,426
|
)
|
|||
Facilities insurance modifications, net
|
8,090
|
|
|
(17,743
|
)
|
|
25,833
|
|
|||
Exploration expenses
|
60,316
|
|
|
60,249
|
|
|
67
|
|
|||
General and administrative
|
39,097
|
|
|
63,980
|
|
|
(24,883
|
)
|
|||
Depletion, depreciation and amortization
|
215,159
|
|
|
269,533
|
|
|
(54,374
|
)
|
|||
Impairment of long-lived assets
|
150,820
|
|
|
—
|
|
|
150,820
|
|
|||
Interest and other financing costs, net
|
56,109
|
|
|
94,844
|
|
|
(38,735
|
)
|
|||
Derivatives, net
|
(35,963
|
)
|
|
62,900
|
|
|
(98,863
|
)
|
|||
Other expenses, net
|
25,157
|
|
|
326
|
|
|
24,831
|
|
|||
Total costs and expenses
|
669,135
|
|
|
704,865
|
|
|
(35,730
|
)
|
|||
Income (loss) before income taxes
|
(364,040
|
)
|
|
(12,141
|
)
|
|
(351,899
|
)
|
|||
Income tax expense (benefit)
|
18,118
|
|
|
23,928
|
|
|
(5,810
|
)
|
|||
Net income (loss)
|
$
|
(382,158
|
)
|
|
$
|
(36,069
|
)
|
|
$
|
(346,089
|
)
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Sources of cash, cash equivalents and restricted cash:
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities
|
$
|
(62,836
|
)
|
|
$
|
222,390
|
|
Net proceeds from issuance of senior notes
|
—
|
|
|
641,875
|
|
||
Borrowings under long-term debt
|
150,000
|
|
|
175,000
|
|
||
Advances under production prepayment agreement
|
50,000
|
|
|
—
|
|
||
Proceeds on sale of assets
|
1,713
|
|
|
—
|
|
||
|
138,877
|
|
|
1,039,265
|
|
||
Uses of cash, cash equivalents and restricted cash:
|
|
|
|
|
|
||
Oil and gas assets
|
135,242
|
|
|
153,268
|
|
||
Other property
|
1,536
|
|
|
5,230
|
|
||
Notes receivable from partners
|
42,362
|
|
|
5,983
|
|
||
Payments on long-term debt
|
—
|
|
|
300,000
|
|
||
Redemption of senior secured notes
|
—
|
|
|
535,338
|
|
||
Purchase of treasury stock
|
4,947
|
|
|
1,983
|
|
||
Dividends
|
19,181
|
|
|
36,289
|
|
||
Deferred financing costs
|
136
|
|
|
1,981
|
|
||
|
203,404
|
|
|
1,040,072
|
|
||
Decrease in cash, cash equivalents and restricted cash
|
$
|
(64,527
|
)
|
|
$
|
(807
|
)
|
|
June 30, 2020
|
||
|
(In thousands)
|
||
Cash and cash equivalents
|
$
|
164,091
|
|
Restricted cash
|
728
|
|
|
Senior Notes at par
|
650,000
|
|
|
Borrowings under the Facility
|
1,450,000
|
|
|
Borrowings under the Corporate Revolver
|
100,000
|
|
|
Net debt
|
$
|
2,035,181
|
|
Production prepayment agreement
|
50,000
|
|
|
Net debt and production prepayment agreement
|
$
|
2,085,181
|
|
|
|
|
|
Availability under the Facility
|
$
|
50,000
|
|
Availability under the Corporate Revolver
|
$
|
300,000
|
|
Available borrowings plus cash and cash equivalents
|
$
|
514,091
|
|
Availability under the Production Prepayment Agreement(1)
|
100,000
|
|
|
Available borrowings plus cash and cash equivalents plus Production Prepayment Agreement
|
$
|
614,091
|
|
(1)
|
Represents commitments under the Production Prepayment Agreement to be advanced in September 2020, subject to Kosmos' election.
|
•
|
the guarantor liquidity ratio (as defined in the glossary), not less than 1.20x and
|
•
|
the GoM liquidity ratio (as defined in the glossary), not less than 1.50x
|
|
Payments Due By Year(5)
|
||||||||||||||||||||||||||
|
Total
|
|
2020(6)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Principal debt repayments(1)
|
$
|
2,200,000
|
|
|
$
|
—
|
|
|
$
|
56,000
|
|
|
$
|
422,571
|
|
|
$
|
428,571
|
|
|
$
|
428,572
|
|
|
$
|
864,286
|
|
Production prepayment agreement(2)
|
57,500
|
|
|
$
|
2,741
|
|
|
$
|
18,729
|
|
|
$
|
32,397
|
|
|
$
|
3,633
|
|
|
—
|
|
|
—
|
|
|||
Interest payments on long-term debt(3)
|
475,459
|
|
|
55,254
|
|
|
104,801
|
|
|
96,546
|
|
|
80,561
|
|
|
66,159
|
|
|
72,138
|
|
|||||||
Operating leases(4)
|
34,278
|
|
|
2,061
|
|
|
4,174
|
|
|
4,237
|
|
|
4,301
|
|
|
3,464
|
|
|
16,041
|
|
(1)
|
Includes the scheduled principal maturities for the $650.0 million aggregate principal amount of Senior Notes issued in April 2019, and borrowings under the Facility and the Corporate Revolver. The scheduled maturities of debt related to the Facility are based on, as of June 30, 2020, our level of borrowings and our estimated future available borrowing base commitment levels in future periods. Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter.
|
(2)
|
Represents estimated value of crude oil to be delivered based on quoted future market prices, including $7.5 million of financing costs to be paid under the Production Prepayment Agreement. Volumes delivered prior to July 2021 are associated with financing costs. Any increases or decreases in future market prices would impact the scheduled maturities during the next five years and thereafter.
|
(3)
|
Based on outstanding borrowings as noted in (1) above and the LIBOR yield curves at the reporting date and commitment fees related to the Facility and Corporate Revolver and the interest on the Senior Notes.
|
(4)
|
Primarily relates to corporate office and foreign office leases.
|
(5)
|
Does not include purchase commitments for jointly owned fields and facilities where we are not the operator and excludes commitments for exploration activities, including well commitments and seismic obligations, in our petroleum contracts. The Company's liabilities for asset retirement obligations associated with the dismantlement, abandonment and restoration costs of oil and gas properties are not included. See Note 16 — Additional Financial Information for additional information regarding these liabilities.
|
(6)
|
Represents the period from July 1, 2020 through December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(Liability)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
||||||||||||||
|
Years Ending December 31,
|
|
June 30,
|
||||||||||||||||||||||||
|
2020(4)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
2020
|
||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
650,000
|
|
|
$
|
(580,554
|
)
|
Fixed interest rate
|
7.13
|
%
|
|
7.13
|
%
|
|
7.13
|
%
|
|
7.13
|
%
|
|
7.13
|
%
|
|
7.13
|
%
|
|
|
||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Facility(1)
|
$
|
—
|
|
|
$
|
56,000
|
|
|
$
|
322,571
|
|
|
$
|
428,571
|
|
|
$
|
428,572
|
|
|
$
|
214,286
|
|
|
$
|
(1,450,000
|
)
|
Corporate Revolver
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||||
Weighted average interest rate(2)
|
3.73
|
%
|
|
3.48
|
%
|
|
3.74
|
%
|
|
3.94
|
%
|
|
4.56
|
%
|
|
4.98
|
%
|
|
|
|
|||||||
Production Prepayment Agreement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Production Prepayment Agreement(3)
|
$
|
—
|
|
|
$
|
15,729
|
|
|
$
|
30,799
|
|
|
$
|
3,472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(57,500
|
)
|
Weighted average interest rate(2)
|
5.18
|
%
|
|
5.12
|
%
|
|
5.12
|
%
|
|
5.15
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
(1)
|
The amounts included in the table represent principal maturities only. The scheduled maturities of debt are based on the level of borrowings and the available borrowing base as of June 30, 2020. Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter.
|
(2)
|
Based on outstanding borrowings as noted in (1) above and the LIBOR yield curves plus applicable margin at the reporting date. Excludes commitment fees related to the Facility and Corporate Revolver.
|
(3)
|
Represents estimated value of crude oil to be delivered as principal repayment based on quoted future market prices. Any increases or decreases in future market prices would impact the scheduled maturities during the next five years and thereafter.
|
(4)
|
Represents the period July 1, 2020 through December 31, 2020.
|
•
|
the impact of the COVID-19 pandemic on the Company and the overall business environment;
|
•
|
our ability to find, acquire or gain access to other discoveries and prospects and to successfully develop and produce from our current discoveries and prospects;
|
•
|
uncertainties inherent in making estimates of our oil and natural gas data;
|
•
|
the successful implementation of our and our block partners’ prospect discovery and development and drilling plans;
|
•
|
projected and targeted capital expenditures and other costs, commitments and revenues;
|
•
|
termination of or intervention in concessions, rights or authorizations granted to us by the governments of the countries in which we operate (or their respective national oil companies) or any other federal, state or local governments or authorities;
|
•
|
our dependence on our key management personnel and our ability to attract and retain qualified technical personnel;
|
•
|
the ability to obtain financing and to comply with the terms under which such financing may be available;
|
•
|
the volatility of oil, natural gas and NGL prices;
|
•
|
the availability, cost, function and reliability of developing appropriate infrastructure around and transportation to our discoveries and prospects;
|
•
|
the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services;
|
•
|
other competitive pressures;
|
•
|
potential liabilities inherent in oil and natural gas operations, including drilling and production risks and other operational and environmental risks and hazards;
|
•
|
current and future government regulation of the oil and gas industry or regulation of the investment in or ability to do business with certain countries or regimes;
|
•
|
cost of compliance with laws and regulations;
|
•
|
changes in environmental, health and safety or climate change or greenhouse gas (“GHG”) laws and regulations or the implementation, or interpretation, of those laws and regulations;
|
•
|
adverse effects of sovereign boundary disputes in the jurisdictions in which we operate;
|
•
|
environmental liabilities;
|
•
|
geological, geophysical and other technical and operations problems, including drilling and oil and gas production and processing;
|
•
|
military operations, civil unrest, outbreaks of disease, terrorist acts, wars or embargoes;
|
•
|
the cost and availability of adequate insurance coverage and whether such coverage is enough to sufficiently mitigate potential losses and whether our insurers comply with their obligations under our coverage agreements;
|
•
|
our vulnerability to severe weather events, including tropical storms and hurricanes in the Gulf of Mexico;
|
•
|
our ability to meet our obligations under the agreements governing our indebtedness;
|
•
|
the availability and cost of financing and refinancing our indebtedness;
|
•
|
the amount of collateral required to be posted from time to time in our hedging transactions, letters of credit, performance bonds and other secured debt;
|
•
|
the result of any legal proceedings, arbitrations, or investigations we may be subject to or involved in;
|
•
|
our success in risk management activities, including the use of derivative financial instruments to hedge commodity and interest rate risks; and
|
•
|
other risk factors discussed in the “Item 1A. Risk Factors” section of our quarterly reports on Form 10-Q and our annual report on Form 10-K.
|
|
Derivative Contracts Assets (Liabilities)
|
|
||
|
Commodities
|
|
||
|
(In thousands)
|
|
||
Fair value of contracts outstanding as of December 31, 2019
|
$
|
(8,521
|
)
|
|
Changes in contract fair value
|
31,615
|
|
|
|
Contract maturities
|
(34,814
|
)
|
|
|
Fair value of contracts outstanding as of June 30, 2020
|
$
|
(11,720
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average Price per Bbl
|
|
Asset (Liability)
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Net Deferred
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
|||||||||||||||
|
|
|
|
|
|
|
|
Premium
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|||||||||||||||
Term
|
|
Type of Contract
|
|
Index
|
|
MBbl
|
|
Payable/(Receivable)
|
|
Swap
|
|
Sold Put
|
|
Floor
|
|
Ceiling
|
|
Purchased Call
|
|
2020(3)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
||||||||||
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Jul — Dec
|
|
Swaps
|
|
Dated Brent
|
|
5,275
|
|
|
$
|
—
|
|
|
$
|
42.67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,856
|
|
Jul — Dec
|
|
Swaps
|
|
Argus LLS
|
|
3,000
|
|
|
—
|
|
|
29.98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,420
|
)
|
|||||||
Jul — Dec
|
|
Call spreads
|
|
NYMEX WTI
|
|
(1)
|
|
1.20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.00
|
|
|
35.00
|
|
|
3,551
|
|
||||||||
Jul — Dec
|
|
Swaps with sold puts
|
|
Dated Brent
|
|
333
|
|
|
—
|
|
|
35.00
|
|
|
25.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,040
|
)
|
|||||||
Jul — Dec
|
|
Three-way collars
|
|
Dated Brent
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
25.00
|
|
|
32.50
|
|
|
40.00
|
|
|
—
|
|
|
(3,251
|
)
|
|||||||
Jul — Dec
|
|
Sold calls(2)
|
|
Dated Brent
|
|
4,750
|
|
|
(0.19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.83
|
|
|
—
|
|
|
673
|
|
|||||||
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Jan — Dec
|
|
Swaps with sold puts
|
|
Dated Brent
|
|
5,000
|
|
|
$
|
—
|
|
|
$
|
54.70
|
|
|
$
|
43.50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
21,981
|
|
|
Jan — Dec
|
|
Three-way collars
|
|
Dated Brent
|
|
1,000
|
|
|
1.00
|
|
|
—
|
|
|
30.00
|
|
|
40.00
|
|
|
55.40
|
|
|
—
|
|
|
(126
|
)
|
|||||||
Jan — Dec
|
|
Sold calls(2)
|
|
Dated Brent
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.09
|
|
|
—
|
|
|
(5,044
|
)
|
|||||||
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Jan — Dec
|
|
Sold calls(2)
|
|
Dated Brent
|
|
1,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.00
|
|
|
—
|
|
|
(4,900
|
)
|
(1)
|
Added call spreads on 1.0 million barrels to open upside for U.S. Gulf of Mexico production.
|
(2)
|
Represents call option contracts sold to counterparties to enhance other derivative positions.
|
(3)
|
Fair values are based on the average forward oil prices on June 30, 2020.
|
|
|
Kosmos Energy Ltd.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date
|
August 3, 2020
|
|
/s/ Neal D. Shah
|
|
|
Neal D. Shah
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Exhibit
Number
|
|
Description of Document
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3†
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(1)
|
KOSMOS ENERGY CREDIT INTERNATIONAL incorporated in the Cayman Islands whose registered number is 256364 and whose registered office is at PO Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman, KY1-1209, Cayman Islands (the “Company”);
|
(2)
|
KOSMOS ENERGY LTD. incorporated under the laws of Delaware with registration number 211582 and having its registered office at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 (the “Guarantor”);
|
(3)
|
SOCIETE GENERALE, LONDON BRANCH located at One Bank Street, Canary Wharf, London E14 4SG (the “Original Lender”, “Security Agent”, “Account Bank” or “Facility Agent”).
|
(A)
|
The Company, the Guarantor, the Original Lender, the Security Agent, the Account Bank and the Facility Agent entered into a letter of credit facility agreement dated 3 July 2013 as amended and/or amended or restated from time to time (the “Facility Agreement”).
|
(B)
|
The Company and the Security Agent entered into a charge on cash deposits and account bank agreement dated 3 July 2013 (the “Charge Agreement”) pursuant to which the Company granted a Charge (as defined in the Charge Agreement) in favour of the Security Agent.
|
(C)
|
The Company has requested that the Facility Agreement be terminated and the Original Lender, the Security Agent, the Account Bank and the Facility Agent have each agreed to do so on the terms and conditions of this Deed.
|
(D)
|
Pursuant to Clause 8.1 (Release of deposit) of the Charge Agreement, the Company has also requested that the Security Agent release the Deposit and Accounts (the “Released Property”) from the Charge and the Security Agent has agreed to do so on the terms and conditions of this Deed.
|
1.
|
INTERPRETATION
|
(a)
|
Terms defined in the Charge Agreement (including by incorporation from the Facility Agreement) shall, unless otherwise defined in this Deed, have the same meaning in this Deed.
|
(b)
|
The provisions of Clause 1.3 (Construction of Particular Terms), Clause 1.4 (Interpretation of this Deed), Clause 28 (Jurisdiction) and Clause 30 (Service of Process) of the Charge Agreement apply to this Deed as though they were set out in full in this Deed (irrespective of whether the Charge Agreement remains in full force and effect).
|
2.
|
TERMINATION OF FACILITY AGREEMENT
|
3.
|
RELEASE
|
(a)
|
the Security Agent, without recourse, representation or warranty of title, hereby unconditionally and irrevocably releases the Released Property from the Charge in accordance with Clause 8.1 (Release of deposit) of the Charge Agreement; and
|
(b)
|
the Charge Agreement shall terminate.
|
4.
|
REINSTATEMENT
|
5.
|
FURTHER ASSURANCE
|
6.
|
EXPENSES
|
7.
|
PARTIAL INVALIDITY
|
8.
|
EXECUTION AS A DEED
|
9.
|
COUNTERPARTS
|
10.
|
GOVERNING LAW
|
Executed and Delivered as a Deed by SOCIETE GENERALE, LONDON BRANCH, a company incorporated in France by Vikram Gulati
who, in accordance with the laws of France, is acting under the authority of the company.
_/s/ C Roux____________ __
Witness’ signature
Name: C Roux
Address: E14 4SG, 1 Bank Street, London
Occupation: Banker
|
)
) ) ) ) |
_/s/ Vikram Gulati______________
(Authorised signatory)
|
Executed and Delivered as a Deed by KOSMOS ENERGY CREDIT INTERNATIONAL acting by Neal Shah expressly authorised in accordance with a power of attorney dated June 28, 2013,
in the presence of:
_/s/ Brittney Meeks ______________
Witness’ signature
Name: Brittney Meeks
Address: 8176 Park Lane, Suite 500, Dallas, TX 75231
Occupation: Executive Assistant
|
)
) ) ) |
Per:_/s/ Neal Shah ______________
|
Executed and Delivered as a Deed by KOSMOS ENERGY LTD acting by Neal Shah expressly authorised in accordance with a power of attorney dated June 28, 2013,
in the presence of:
_/s/ Brittney Meeks ______________
Witness’ signature
Name: Brittney Meeks
Address: 8176 Park Lane, Suite 500, Dallas, TX 75231
Occupation: Executive Assistant
|
)
) ) ) |
Per:_/s/ Neal Shah ______________
|
1.
|
INTERPRETATION 1
|
1.1.
|
Definitions 1
|
1.2.
|
Interpretation 16
|
2.
|
THE PREPAYMENTS 17
|
2.1.
|
Initial Prepayment. 17
|
2.2.
|
First Additional Prepayment. 17
|
2.3.
|
Determination of First Additional Prepayment Volumes 17
|
2.4.
|
Second Additional Prepayment 18
|
2.5.
|
Determination of Second Additional Prepayment Volumes. 18
|
2.6.
|
Volume Model Calculations. . 18
|
2.7.
|
Threshold Terminations. 19
|
2.8.
|
Commercial Contracts.. 19
|
3.
|
MARKETING AGREEMENTS 19
|
3.1.
|
Jubilee Marketing Agreement. 19
|
3.2.
|
TEN Marketing Agreement. 20
|
4.
|
CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT 20
|
4.1.
|
Conditions Precedent. 20
|
4.2.
|
First Prepayment Conditions Subsequent. 23
|
4.3.
|
Second Prepayment Conditions Subsequent. 23
|
5.
|
ADDITIONAL PREPAYMENT 24
|
5.1.
|
Additional Prepayment Request.. 24
|
6.
|
DELIVERY AND REIMBURSEMENT 24
|
6.1.
|
Delivery.. 24
|
6.2.
|
Final Delivery Date. 25
|
6.3.
|
Replacement Final Commercial Contracts.. 25
|
7.
|
ILLEGALITY AND CHANGE OF CONTROL 26
|
7.1.
|
Illegality 26
|
7.2.
|
Change of Control. 27
|
7.3.
|
Sanctions. 27
|
8.
|
COSTS, EXPENSES AND INDEMNITIES.. 28
|
8.1.
|
Indemnity. 28
|
8.2.
|
Further Indemnity.. 28
|
9.
|
TAXES. 28
|
9.1.
|
Tax Gross-Up.. 28
|
9.2.
|
Refunds.. 28
|
9.3.
|
Exemptions.. 28
|
9.4.
|
Exceptions.. 28
|
10.
|
REPRESENTATIONS & WARRANTIES.: 29
|
10.1.
|
Status. 29
|
10.2.
|
Binding Obligations.. 29
|
10.3.
|
No Conflict.. 29
|
10.4.
|
Power and Authority.. 29
|
10.5.
|
Approvals.. 29
|
10.6.
|
Compliance with Laws.. 29
|
10.7.
|
Insolvency.. 29
|
10.8.
|
No Default. 29
|
10.9.
|
Litigation.. 29
|
10.10.
|
Environmental Laws. 30
|
10.11.
|
Taxation. 30
|
10.12.
|
Fields.. 30
|
10.13.
|
Federal Reserve Regulations. 31
|
10.14.
|
Investment Company. . 31
|
10.15.
|
Full Disclosure.. 31
|
10.16.
|
Insurance. 31
|
10.17.
|
Anti-Bribery and Corruption and AML. 31
|
10.18.
|
No Filing or Stamp Taxes.. 32
|
10.19.
|
Deduction of Tax.. 32
|
10.20.
|
Material Contracts and Licenses. 32
|
10.21.
|
Physical Delivery.. 32
|
10.22.
|
Sanctions.. 33
|
10.23.
|
Buyer Representations and Warranties. 33
|
10.24.
|
Time When Representations Made 34
|
11.
|
AFFIRMATIVE AND NEGATIVE COVENANTS.. 34
|
11.1.
|
Existence; Authorizations.. 35
|
11.2.
|
Compliance with Laws. 35
|
11.3.
|
Taxation.. 35
|
11.4.
|
Assets. 35
|
11.5.
|
Change in Business. . 35
|
11.6.
|
Sanctions.. 35
|
11.7.
|
Negative Pledge.. 36
|
11.8.
|
Insurance.. 36
|
11.9.
|
Further Assurances; Participation.. 36
|
11.10.
|
Visitation Right.. 36
|
11.11.
|
Material Contracts and Licenses. 36
|
11.12.
|
Arm’s length basis. 37
|
11.13.
|
Anti-Bribery and Corruption and AML.. 37
|
11.14.
|
Environmental Claims. 37
|
11.15.
|
Sanctions and Anti-Bribery and Corruption and AML. 37
|
12.
|
LIQUIDITY RATIOS 37
|
12.1.
|
Guarantor Liquidity Ratio.. 37
|
12.2.
|
GoM Liquidity Ratio.. 37
|
13.
|
FINANCIAL INFORMATION. 37
|
13.1.
|
Financial Statements. 38
|
13.2.
|
Compliance.. 38
|
13.3.
|
Year-End. 38
|
13.4.
|
Information. 38
|
13.5.
|
Notification of Default. 39
|
13.6.
|
Reserve Reports. 39
|
13.7.
|
Other Reporting and Access for Buyer’s Technical Team.. 39
|
14.
|
EVENTS OF DEFAULT AND REMEDIES.. 39
|
14.1.
|
Non-Payment.. 39
|
14.2.
|
Breach of Covenants or Commercial Contract.. 39
|
14.3.
|
Representations and Warranties.. 40
|
14.4.
|
Insolvency 40
|
14.5.
|
Insolvency Proceedings. 40
|
14.6.
|
Unlawfulness and Invalidity.. 41
|
14.7.
|
Sanctions and Anti-Corruption.. 41
|
14.8.
|
Prepayment Documents.. 41
|
14.9.
|
Litigation.. 41
|
14.10.
|
Cross Default.. 41
|
14.11.
|
Material Contracts and Licenses. 42
|
14.12.
|
Material Adverse Change.. 42
|
14.13.
|
Final Commercial Contracts. 42
|
14.14.
|
Rights and Remedies. 43
|
14.15.
|
Set-off.. 43
|
15.
|
DISCLOSURE AND CONFIDENTIALITY 43
|
15.1.
|
Confidential Information. 43
|
15.2.
|
Disclosure Permitted. 44
|
16.
|
NOTICES 45
|
16.1.
|
Communications in Writing. 45
|
16.2.
|
Addresses.. 45
|
16.3.
|
Delivery.. 45
|
17.
|
PARTIAL INVALIDITY.. 46
|
18.
|
REMEDIES AND WAIVERS.. 46
|
19.
|
COUNTERPARTS.. 46
|
20.
|
CHANGES TO PARTIES. 46
|
20.1.
|
Consent Required.. 46
|
20.2.
|
Assignment by Buyer.. 46
|
21.
|
GOVERNING LAW; DISPUTE RESOLUTION. 46
|
21.1.
|
GOVERNING LAW. 46
|
21.2.
|
ARBITRATION. 47
|
22.
|
AMENDMENT. 47
|
23.
|
LIMITATION ON DAMAGES. 47
|
24.
|
WAIVER OF IMMUNITY.. 47
|
25.
|
FORWARD CONTRACT. 47
|
(i)
|
the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
|
(A)
|
cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of Seller; or
|
(B)
|
appoint or remove all, or the majority of the directors or other equivalent officers of Seller; or
|
(C)
|
give directions with respect to the operating and financial policies of Seller with which the directors or other equivalent officers of Seller are obliged to comply; and/or
|
(ii)
|
the holding, directly or beneficially, of more than 50% of the issued share capital of Seller.
|
(i)
|
Buyer has implemented and maintains adequate Anti-Corruption Controls in connection with the Transaction Documents; and
|
(ii)
|
in connection with the performance of the Transaction Documents, Buyer has not paid, received or authorized , and it will not pay , receive or authorize, any financial or other advantage or the offering thereof, to or for the benefit of any public official, civil servant, political party, political party official , candidate for office, or any other public or private individual or entity (including to any Seller, its Subsidiaries, its and their officers, directors and employees), where such payment, receipt or authorization would violate the Anti-Corruption Controls; and
|
(iii)
|
it and each of its Subsidiaries has instituted and maintains reasonable and relevant policies and procedures designed to promote and achieve in relation to its business activities in connection with the Transaction Documents,
|
(i)
|
such Material Contract and License is replaced by a new Material Contract and License (which shall also be a Material Contract and License for the purposes of the Prepayment Documents) in all material respects similar to the Material Contracts and License which was cancelled, suspended, materially amended (in an adverse manner), revoked or terminated within ten (10) Business Days after the earlier of the Buyer giving notice to the relevant Obligor and the relevant Obligor becoming aware of such circumstances; or
|
(ii)
|
the relevant Obligor demonstrates to the reasonable satisfaction of the Buyer that such circumstances do not have and are not reasonably likely to have a Material Adverse Effect.
|
(i)
|
such Final Commercial Contract is replaced by a new Final Commercial Contract in accordance with Section 6.3; or
|
(ii)
|
Seller demonstrates to the reasonable satisfaction of the Buyer that such circumstances do not have and are not reasonably likely to have a Material Adverse Effect.
|
Prospect
|
Block
|
Ownership
|
NRI
|
Operator
|
Barataria
|
Mississippi Canyon 521
|
22.500%
|
15.739%
|
Kosmos Energy Gulf of Mexico Operations, LLC
|
Gladden
|
Mississippi Canyon 800
|
20.000%
|
19.600%
|
W & T Offshore Inc
|
Kodiak (1)
|
Mississippi Canyon 727
|
29.063%
|
26.394%
|
Kosmos Energy Gulf of Mexico Operations, LLC
|
Kodiak (2)
|
Mississippi Canyon 771
|
29.063%
|
26.394%
|
Kosmos Energy Gulf of Mexico Operations, LLC
|
Marmalard (3)
|
Mississippi Canyon 255
|
11.399%
|
8.853%
|
Murphy Exploration & Production Company - USA
|
Marmalard (4)
|
Mississippi Canyon 300
|
11.399%
|
8.853%
|
Murphy Exploration & Production Company - USA
|
Nearly Headless Nick (5)
|
Mississippi Canyon 387
|
21.948%
|
19.259%
|
Murphy Exploration & Production Company - USA
|
Noonan - Danny I
|
Garden Banks 506
|
30.000%
|
26.250%
|
Talos ERT LLC
|
Noonan - Danny II
|
Garden Banks 506
|
50.000%
|
43.750%
|
Talos ERT LLC
|
Odd Job
|
Mississippi Canyon 214
|
61.057%
|
54.646%
|
Kosmos Energy Gulf of Mexico Operations, LLC
|
Odd Job
|
Mississippi Canyon 215
|
54.875%
|
49.113%
|
Kosmos Energy Gulf of Mexico Operations, LLC
|
SOB2 (6)
|
Mississippi Canyon 431
|
11.823%
|
10.663%
|
Murphy Exploration & Production Company - USA
|
South Santa Cruz
|
Mississippi Canyon 563
|
40.500%
|
33.210%
|
Kosmos Energy Gulf of Mexico Operations, LLC
|
Tornado (7)
|
Green Canyon 281
|
35.000%
|
24.938%
|
Talos ERT LLC
|
Tornado
|
Green Canyon 280
|
35.000%
|
28.438%
|
Talos ERT LLC
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kosmos Energy 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 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 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 function):
|
(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.
|
Date: August 3, 2020
|
/s/ ANDREW G. INGLIS
|
|
Andrew G. Inglis
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kosmos Energy 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 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 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 function):
|
(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.
|
Date: August 3, 2020
|
/s/ Neal D. Shah
|
|
Neal D. Shah
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 3, 2020
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/s/ ANDREW G. INGLIS
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Andrew G. Inglis
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Chairman of the Board of Directors and Chief Executive Officer
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(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 3, 2020
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/s/ Neal D. Shah
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Neal D. Shah
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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