Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark One) | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2018
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35167
Kosmos Energy Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda | | 98-0686001 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
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Clarendon House | | |
2 Church Street | | |
Hamilton, Bermuda | | HM 11 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +1 441 295 5950
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☒ | | Accelerated filer ☐ |
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Non-accelerated filer ☐ | | Smaller reporting company ☐ |
(Do not check if a smaller reporting company) | | |
| | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class | | Outstanding at August 1, 2018 |
Common Shares, $0.01 par value | | 398,403,309 |
TABLE OF CONTENTS
Unless otherwise stated in this report, references to “Kosmos,” “we,” “us” or “the company” refer to Kosmos Energy Ltd. and its wholly owned subsidiaries. We have provided definitions for some of the industry terms used in this report in the “Glossary and Selected Abbreviations” beginning on page 3.
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PART I. FINANCIAL INFORMATION | |
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PART II. OTHER INFORMATION | |
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KOSMOS ENERGY LTD.
GLOSSARY AND SELECTED ABBREVIATIONS
The following are abbreviations and definitions of certain terms that may be used in this report. Unless listed below, all defined terms under Rule 4-10(a) of Regulation S-X shall have their statutorily prescribed meanings.
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“2D seismic data” | 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” | 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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“API” | 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” | Financial Accounting Standards Board Accounting Standards Codification. |
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“ASU” | Financial Accounting Standards Board Accounting Standards Update. |
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“Barrel” or “Bbl” | A standard measure of volume for petroleum corresponding to approximately 42 gallons at 60 degrees Fahrenheit. |
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“BBbl” | Billion barrels of oil. |
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“BBoe” | Billion barrels of oil equivalent. |
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“Bcf” | Billion cubic feet. |
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“Boe” | 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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“Boepd” | Barrels of oil equivalent per day. |
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“Bopd” | Barrels of oil per day. |
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“Bwpd” | Barrels of water per day. |
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“Debt cover ratio” | The “debt cover ratio” is broadly defined, for each applicable calculation date, as the ratio of (x) total long-term debt less cash and cash equivalents and restricted cash, to (y) the aggregate EBITDAX (see below) of the Company for the previous twelve months. |
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“Developed acreage” | The number of acres that are allocated or assignable to productive wells or wells capable of production. |
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“Development” | 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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“Dry hole” | A well that has not encountered a hydrocarbon bearing reservoir expected to produce in commercial quantities. |
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“EBITDAX” | 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. |
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“E&P” | Exploration and production. |
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“FASB” | Financial Accounting Standards Board. |
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“Farm-in” | 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 for taking on a portion of the drilling costs of one or more specific wells or other performance by the assignee as a condition of the assignment. |
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“Farm-out” | 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 the drilling costs of one or more specific wells and/or other work as a condition of the assignment. |
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“Field life cover ratio” | The “field life cover ratio” is broadly defined, for each applicable forecast period, as the ratio of (x) the forecasted net present value of net cash flow through depletion plus the net present value of the forecast of certain capital expenditures incurred in relation to the Ghana and Equatorial Guinea assets, to (y) the aggregate loan amounts outstanding under the Facility. |
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“FPSO” | Floating production, storage and offloading vessel. |
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“Interest cover ratio” | The “interest cover ratio” is broadly defined, for each applicable calculation date, as the ratio of (x) the aggregate EBITDAX (see above) of the Company for the previous twelve months, to (y) interest expense less interest income for the Company for the previous twelve months. |
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“Loan life cover ratio” | The “loan life cover ratio” is broadly defined, for each applicable forecast period, as the ratio of (x) net present value of forecasted net cash flow through the final maturity date of the Facility plus the net present value of forecasted capital expenditures incurred in relation to the Ghana and Equatorial Guinea assets, to (y) the aggregate loan amounts outstanding under the Facility. |
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“MBbl” | Thousand barrels of oil. |
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“Mcf” | Thousand cubic feet of natural gas. |
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“Mcfpd” | Thousand cubic feet per day of natural gas. |
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“MMBbl” | Million barrels of oil. |
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“MMBoe” | Million barrels of oil equivalent. |
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“MMcf” | Million cubic feet of natural gas. |
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“MMcfd” | Million cubic feet per day of natural gas. |
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“Natural gas liquid” or “NGL” | 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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“Petroleum contract” | 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” | 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” | A written document outlining the steps planned to be undertaken to develop a field. |
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“Productive well” | 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)” | 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” | 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” | 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” | 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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“Shelf margin” | The path created by the change in direction of the shoreline in reaction to the filling of a sedimentary basin. |
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“Stratigraphy” | The study of the composition, relative ages and distribution of layers of sedimentary rock. |
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“Stratigraphic trap” | 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” | A topographic feature in the earth’s subsurface that forms a high point in the rock strata. This facilitates the accumulation of oil and natural gas in the strata. |
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“Structural-stratigraphic trap” | A structural-stratigraphic trap is a combination trap with structural and stratigraphic features. |
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“Submarine fan” | 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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“Three-way fault trap” | 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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“Trap” | 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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“Undeveloped acreage” | 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. |
KOSMOS ENERGY LTD.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
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| June 30, 2018 | | December 31, 2017 |
| (Unaudited) | | |
Assets | |
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Current assets: | |
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Cash and cash equivalents | $ | 116,941 |
| | $ | 233,412 |
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Restricted cash | 20,377 |
| | 56,380 |
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Receivables: | | | |
Joint interest billings, net | 68,006 |
| | 134,565 |
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Oil sales | 73,700 |
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Related party | 2,610 |
| | 780 |
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Other | 13,501 |
| | 25,616 |
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Inventories | 71,085 |
| | 71,861 |
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Prepaid expenses and other | 33,638 |
| | 9,306 |
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Derivatives | 18,053 |
| | 1,682 |
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Total current assets | 417,911 |
| | 533,602 |
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Property and equipment: | |
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Oil and gas properties, net | 2,253,815 |
| | 2,310,973 |
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Other property, net | 9,249 |
| | 6,855 |
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Property and equipment, net | 2,263,064 |
| | 2,317,828 |
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Other assets: | |
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Equity method investment | 151,310 |
| | 236,514 |
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Restricted cash | 9,168 |
| | 15,194 |
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Long-term receivables - joint interest billings | 28,981 |
| | 34,941 |
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Deferred financing costs, net of accumulated amortization of $15,320 and $13,951 at June 30, 2018 and December 31, 2017, respectively | 1,141 |
| | 2,510 |
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Deferred tax assets | 20,763 |
| | 22,517 |
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Derivatives | 10,421 |
| | 39 |
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Other | 684 |
| | 29,458 |
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Total assets | $ | 2,903,443 |
| | $ | 3,192,603 |
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Liabilities and shareholders’ equity | |
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Current liabilities: | |
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Accounts payable | $ | 128,471 |
| | $ | 141,787 |
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Accrued liabilities | 145,600 |
| | 219,412 |
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Derivatives | 162,329 |
| | 67,531 |
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Total current liabilities | 436,400 |
| | 428,730 |
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Long-term liabilities: | |
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Long-term debt, net | 1,167,775 |
| | 1,282,797 |
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Derivatives | 83,733 |
| | 30,209 |
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Asset retirement obligations | 70,122 |
| | 66,595 |
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Deferred tax liabilities | 392,918 |
| | 476,548 |
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Other long-term liabilities | 8,364 |
| | 10,612 |
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Total long-term liabilities | 1,722,912 |
| | 1,866,761 |
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Shareholders’ equity: | |
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Preference shares, $0.01 par value; 200,000,000 authorized shares; zero issued at June 30, 2018 and December 31, 2017 | — |
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Common shares, $0.01 par value; 2,000,000,000 authorized shares; 407,557,090 and 398,599,457 issued at June 30, 2018 and December 31, 2017, respectively | 4,076 |
| | 3,986 |
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Additional paid-in capital | 2,015,463 |
| | 2,014,525 |
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Accumulated deficit | (1,226,701 | ) | | (1,073,202 | ) |
Treasury stock, at cost, 9,263,269 and 9,188,819 shares at June 30, 2018 and December 31, 2017, respectively | (48,707 | ) | | (48,197 | ) |
Total shareholders’ equity | 744,131 |
| | 897,112 |
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Total liabilities and shareholders’ equity | $ | 2,903,443 |
| | $ | 3,192,603 |
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See accompanying notes.
KOSMOS ENERGY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Revenues and other income: | |
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Oil and gas revenue | $ | 215,191 |
| | $ | 136,363 |
| | $ | 342,387 |
| | $ | 239,795 |
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Other income, net | 282 |
| | 10,161 |
| | 263 |
| | 58,695 |
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Total revenues and other income | 215,473 |
| | 146,524 |
| | 342,650 |
| | 298,490 |
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Costs and expenses: | |
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Oil and gas production | 49,815 |
| | 21,604 |
| | 96,583 |
| | 41,490 |
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Facilities insurance modifications, net | 1,029 |
| | (2 | ) | | 9,478 |
| | 2,572 |
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Exploration expenses | 77,481 |
| | 19,982 |
| | 98,674 |
| | 125,696 |
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General and administrative | 17,497 |
| | 14,739 |
| | 39,380 |
| | 30,526 |
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Depletion and depreciation | 74,289 |
| | 72,441 |
| | 128,566 |
| | 107,419 |
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Interest and other financing costs, net | 18,870 |
| | 19,465 |
| | 44,564 |
| | 36,251 |
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Derivatives, net | 140,272 |
| | (25,411 | ) | | 178,750 |
| | (63,268 | ) |
(Gain) loss on equity method investments, net | (16,100 | ) | | 6,426 |
| | (34,796 | ) | | 6,426 |
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Other expenses, net | 938 |
| | 2,008 |
| | 4,643 |
| | 2,770 |
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Total costs and expenses | 364,091 |
| | 131,252 |
| | 565,842 |
| | 289,882 |
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Income (loss) before income taxes | (148,618 | ) | | 15,272 |
| | (223,192 | ) | | 8,608 |
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Income tax expense (benefit) | (45,345 | ) | | 23,739 |
| | (69,693 | ) | | 45,916 |
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Net loss | $ | (103,273 | ) | | $ | (8,467 | ) | | $ | (153,499 | ) | | $ | (37,308 | ) |
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Net loss per share: | |
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Basic | $ | (0.26 | ) | | $ | (0.02 | ) | | $ | (0.39 | ) | | $ | (0.10 | ) |
Diluted | $ | (0.26 | ) | | $ | (0.02 | ) | | $ | (0.39 | ) | | $ | (0.10 | ) |
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Weighted average number of shares used to compute net loss per share: | |
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Basic | 396,826 |
| | 387,952 |
| | 396,218 |
| | 387,634 |
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Diluted | 396,826 |
| | 387,952 |
| | 396,218 |
| | 387,634 |
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See accompanying notes.
KOSMOS ENERGY LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
(Unaudited)
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| Common Shares | | Paid-in | | Accumulated | | Treasury | | |
| Shares | | Amount | | Capital | | Deficit | | Stock | | Total |
Balance as of December 31, 2017 | 398,599 |
| | $ | 3,986 |
| | $ | 2,014,525 |
| | $ | (1,073,202 | ) | | $ | (48,197 | ) | | $ | 897,112 |
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Equity-based compensation | — |
| | — |
| | 18,213 |
| | — |
| | — |
| | 18,213 |
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Restricted stock awards and units | 8,958 |
| | 90 |
| | (90 | ) | | — |
| | — |
| | — |
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Purchase of treasury stock / tax withholdings | — |
| | — |
| | (17,185 | ) | | — |
| | (510 | ) | | (17,695 | ) |
Net loss | — |
| | — |
| | — |
| | (153,499 | ) | | — |
| | (153,499 | ) |
Balance as of June 30, 2018 | 407,557 |
| | $ | 4,076 |
| | $ | 2,015,463 |
| | $ | (1,226,701 | ) | | $ | (48,707 | ) | | $ | 744,131 |
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See accompanying notes.
KOSMOS ENERGY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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| Six Months Ended June 30, |
| 2018 | | 2017 |
Operating activities | |
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Net loss | $ | (153,499 | ) | | $ | (37,308 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | |
Depletion, depreciation and amortization | 133,289 |
| | 112,521 |
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Deferred income taxes | (81,876 | ) | | 41,017 |
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Unsuccessful well costs | 44,654 |
| | 3,605 |
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Change in fair value of derivatives | 177,790 |
| | (58,944 | ) |
Cash settlements on derivatives, net (including $(57.3) million and $24.3 million on commodity hedges during 2018 and 2017) | (56,221 | ) | | 19,417 |
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Equity-based compensation | 17,085 |
| | 20,329 |
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Loss on extinguishment of debt | 4,056 |
| | — |
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Distributions in excess of equity in earnings | 5,234 |
| | 6,426 |
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Other | 449 |
| | 2,514 |
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Changes in assets and liabilities: | | | |
(Increase) decrease in receivables | 10,067 |
| | (28,251 | ) |
(Increase) decrease in inventories | 800 |
| | (6,038 | ) |
(Increase) decrease in prepaid expenses and other | 4,888 |
| | (17,459 | ) |
Decrease in accounts payable | (13,316 | ) | | (131,480 | ) |
Increase (decrease) in accrued liabilities | (92,967 | ) | | 56,137 |
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Net cash provided by (used in) operating activities | 433 |
| | (17,514 | ) |
Investing activities | |
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Oil and gas assets | (92,650 | ) | | (42,805 | ) |
Other property | (2,815 | ) | | (1,454 | ) |
Return of investment from KTIPI | 79,970 |
| | — |
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Proceeds on sale of assets | — |
| | 222,068 |
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Net cash provided by (used in) investing activities | (15,495 | ) | | 177,809 |
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Financing activities | |
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Payments on long-term debt | (100,000 | ) | | (200,000 | ) |
Purchase of treasury stock / tax withholdings | (17,695 | ) | | (1,945 | ) |
Deferred financing costs | (25,743 | ) | | — |
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Net cash used in financing activities | (143,438 | ) | | (201,945 | ) |
Net decrease in cash, cash equivalents and restricted cash | (158,500 | ) | | (41,650 | ) |
Cash, cash equivalents and restricted cash at beginning of period | 304,986 |
| | 273,195 |
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Cash, cash equivalents and restricted cash at end of period | $ | 146,486 |
| | $ | 231,545 |
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Supplemental cash flow information | |
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Cash paid for: | |
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Interest | $ | 47,845 |
| | $ | 24,944 |
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Income taxes | $ | 22,596 |
| | $ | 27,199 |
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Non-cash activity: | |
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Contribution to equity method investment | $ | — |
| | $ | 133,893 |
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See accompanying notes.
KOSMOS ENERGY LTD.
Notes to Consolidated Financial Statements
(Unaudited)
1. Organization
Kosmos Energy Ltd. was incorporated pursuant to the laws of Bermuda in January 2011 to become a holding company for Kosmos Energy Holdings. Kosmos Energy Holdings is a privately held Cayman Islands company that was formed in March 2004. As a holding company, Kosmos Energy Ltd.’s management operations are conducted through a wholly owned subsidiary, Kosmos Energy, LLC. The terms “Kosmos,” the “Company,” “we,” “us,” “our,” “ours,” and similar terms refer to Kosmos Energy Ltd. and its wholly owned subsidiaries, unless the context indicates otherwise.
Kosmos is a pure play deepwater oil and gas company with growing production, a pipeline of development opportunities and a balanced exploration portfolio along the Atlantic Margins. Our assets include growing production offshore Ghana and Equatorial Guinea, a competitively positioned Tortue gas project in Mauritania and Senegal and a sustainable exploration program balanced between proven basins (Equatorial Guinea), emerging basins (Mauritania, Senegal and Suriname) and frontier basins (Cote d'Ivoire and Sao Tome and Principe). Kosmos is listed on the New York Stock Exchange and London Stock Exchange and is traded under the ticker symbol KOS.
We have one reportable segment, which is the exploration and production of oil and natural gas. Substantially all of our long-lived assets and all of our product sales are related to production located offshore Ghana. We also have an equity method investment generating revenues with operations offshore Equatorial Guinea.
2. Accounting Policies
General
The interim-period financial information presented in the consolidated financial statements included in this report is unaudited and, in the opinion of management, includes all adjustments of a normal recurring nature necessary to present fairly the consolidated financial position as of June 30, 2018, the changes in the consolidated statements of shareholders’ equity for the six months ended June 30, 2018, the consolidated results of operations for the three and six months ended June 30, 2018 and 2017, and the consolidated cash flows for the six months ended June 30, 2018 and 2017. The results of the interim periods shown in this report are not necessarily indicative of the final results to be expected for the full year. The consolidated financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by Generally Accepted Accounting Principles in the United States of America (“GAAP”) have been condensed or omitted from these interim consolidated financial statements. These consolidated financial statements and the accompanying notes should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2017, included in our annual report on Form 10-K.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current presentation. Such reclassifications had no impact on our reported net loss, current assets, total assets, current liabilities, total liabilities, shareholders’ equity or cash flows.
Cash, Cash Equivalents and Restricted Cash
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| June 30, 2018 | | December 31, 2017 |
| (In thousands) |
Cash and cash equivalents | $ | 116,941 |
| | $ | 233,412 |
|
Restricted cash - current | 20,377 |
| | 56,380 |
|
Restricted cash - long-term | 9,168 |
| | 15,194 |
|
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ | 146,486 |
| | $ | 304,986 |
|
Cash and cash equivalents include demand deposits and funds invested in highly liquid instruments with original maturities of three months or less at the date of purchase.
In accordance with certain of our petroleum contracts, we have posted letters of credit related to performance guarantees for our minimum work obligations. These letters of credit are cash collateralized in accounts held by us and as such are classified as restricted cash. Upon completion of the minimum work obligations and/or entering into the next phase of the petroleum contract, the requirement to post the existing letters of credit will be satisfied and the cash collateral will be released. However, additional letters of credit may be required should we choose to move into the next phase of certain of our petroleum contracts. As of June 30, 2018 and December 31, 2017, we had $20.4 million and $31.6 million, respectively, of current restricted cash and $8.9 million and $15.2 million, respectively, of long-term restricted cash used to collateralize performance guarantees related to our petroleum contracts. As of June 30, 2018, we also had $0.3 million in other long-term restricted cash.
In addition, prior to our reserves based debt facility (the "Facility") being amended and restated in February 2018, we were required to maintain a restricted cash balance that was sufficient to meet the payment of interest and fees for the next six-month period on the 7.875% Senior Secured Notes due 2021 (“Senior Notes”) plus the Corporate Revolver, or the Facility, whichever was greater. As of December 31, 2017, we had $24.8 million in current restricted cash to meet this requirement. Under the amended and restated Facility, we are no longer required to maintain a restricted cash balance provided we are compliant with certain financial covenant ratios.
Inventories
Inventories consisted of $65.1 million and $63.5 million of materials and supplies and $6.0 million and $8.4 million of hydrocarbons as of June 30, 2018 and December 31, 2017, respectively. The Company’s materials and supplies inventory primarily consists of casing and wellheads and is stated at the lower of cost, using the weighted average cost method, or net realizable value.
Hydrocarbon inventory is carried at the lower of cost, using the weighted average cost method, or net realizable value. Hydrocarbon inventory costs include expenditures and other charges incurred in bringing the inventory to its existing condition. Selling expenses and general and administrative expenses are reported as period costs and excluded from inventory costs.
Revenue Recognition
We use the sales method of accounting for oil and gas revenues. Under this method, we recognize revenues on the volumes sold. The volumes sold may be more or less than the volumes to which we are entitled based on our ownership interest in the property. These differences result in a condition known in the industry as a production imbalance. A receivable or liability is recognized only to the extent that we have an imbalance on a specific property greater than the expected remaining proved reserves on such property. As of June 30, 2018 and December 31, 2017, we had no oil and gas imbalances recorded in our consolidated financial statements.
Our oil and gas revenues are recognized based on the product that has transferred to the customer during the lifting process as of a point in time when control has transferred, usually over a 24 hour period, and generally based on provisional price contracts which contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from oil sales at the spot price on the date of sale. The embedded derivative, which is not designated as a hedge, is marked to market through oil and gas revenue each period until the final settlement occurs, which generally is limited to the month after the sale.
Oil and gas revenue is composed of the following:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
| (In thousands) |
Revenue from contracts with customers - Ghana | $ | 213,841 |
| | $ | 140,915 |
| | $ | 341,878 |
| | $ | 244,355 |
|
Provisional oil sales contracts | 1,350 |
| | (4,552 | ) | | 509 |
| | (4,560 | ) |
Oil and gas revenue | $ | 215,191 |
| | $ | 136,363 |
| | 342,387 |
| | 239,795 |
|
Recent Accounting Standards
Recently Adopted
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in ASC Topic 605, "Revenue Recognition," and most industry-specific guidance. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. The new guidance is effective for annual reporting periods beginning after December 15, 2017 for public companies. Entities have the option of using either a full retrospective or modified retrospective approach to adopt ASU 2014-09. The Company adopted the new standard during the first quarter of 2018 using the modified retrospective approach and there is no impact to our previously recorded revenue under the new standard.
In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740).” ASU 2018-05 was issued to include amendments to SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 118 ("SAB 118") and addresses certain circumstances that may arise for registrants in accounting for the income tax effects of the Tax Cut and Jobs Act (the "Tax Reform Act"), including when certain income tax effects of the Tax Reform Act are incomplete by the time the financial statements are issued.
Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 was issued to increase transparency and comparability across organizations by recognizing substantially all leases on the balance sheet through the concept of right-of-use lease assets and liabilities. Under current accounting guidance, lessees do not recognize lease assets or liabilities for leases classified as operating leases. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. The new leasing standard requires the modified retrospective adoption method. The Company is in the process of evaluating its contract population to determine the impact of this accounting standard on its consolidated financial statements.
3. Acquisitions and Divestitures
2018 Transactions
In March 2018, as part of our alliance with BP, we entered into petroleum contracts covering Blocks 10 and 13 with the Democratic Republic of Sao Tome and Principe. We presently have a 35% participating interest in the blocks and the operator, BP, holds a 50% participating interest. The national petroleum agency, Agencia Nacional Do Petroleo De Sao Tome E Principe ("ANP STP") has a 15% carried interest in the blocks through exploration. The petroleum contracts cover approximately 13,600 square kilometers, with a first exploration period of four years from the effective date (March 2018). The exploration period can be extended an additional four years at our election subject to fulfilling specific work obligations. The first exploration period work program includes a 13,500 square kilometer 3D seismic acquisition requirement across the two blocks.
In June 2018, we closed a farm-in agreement with a subsidiary of Ophir Energy plc ("Ophir") for Block EG-24, offshore Equatorial Guinea, whereby we acquired a 40% non-operated participating interest. As part of the agreement, we reimbursed a portion of Ophir's previously incurred exploration costs and will fully carry Ophir's share of the costs of a planned 3D seismic program as well as pay a disproportionate share of the well commitment should we enter the second exploration sub-period. The petroleum contracts cover approximately 3,500 square kilometers, with a first exploration period of three years from the effective date (March 2018) which can be extended up to four additional years at our election subject to fulfilling specific work obligations. The first exploration period work program includes a 3,000 square kilometer 3D seismic acquisition requirement.
In August 2018, we entered into an agreement to acquire Deep Gulf Energy (together with its subsidiaries "DGE"), a deepwater company operating in the Gulf of Mexico, from First Reserve Corporation and other shareholders for a total consideration of $1.225 billion, comprised of $925 million in cash and $300 million in Kosmos common stock, subject to post-closing adjustments. We intend to fund the cash portion of the purchase price with borrowings under our existing credit facilities. We also received $200 million of additional firm commitments under the Facility, which provides further liquidity to the Company. The acquisition is expected to close around the end of the third quarter 2018, subject to receipt of regulatory approval and the satisfaction of customary closing conditions.
2017 Transactions
In the fourth quarter of 2017, through a joint venture with an affiliate of Trident Energy ("Trident"), we acquired all of the equity interest of Hess International Petroleum Inc., a subsidiary of Hess Corporation ("Hess"), which held an 85% paying interest (80.75% revenue interest) in the Ceiba Field and Okume Complex assets located in Block G offshore Equatorial Guinea. Under the terms of the agreement, Kosmos and Trident each own 50% of Hess International Petroleum Inc, which was subsequently renamed Kosmos-Trident International Petroleum Inc. ("KTIPI"). Kosmos is primarily responsible for exploration and subsurface evaluation while Trident is primarily responsible for production operations and optimization. The gross acquisition price was $650 million effective as of January 1, 2017. After purchase price adjustments, Kosmos paid net cash consideration of approximately $231 million at close with a combination of cash on hand and amounts borrowed under the Facility. The transaction is accounted for as an equity method investment.
In October 2017, we entered into petroleum contracts covering Blocks EG-21, S, and W with the Republic of Equatorial Guinea. In May 2018, we signed a farm-out agreement with Trident, subject to final government approval, whereby they acquired a 40% participating interest. After giving effect to the farm-out agreement, we hold a 40% participating interest and are the operator in all three blocks. The Equatorial Guinean national oil company, Guinea Equatorial De Petroleos ("GEPetrol"), has a 20% carried participating interest during the exploration period. Should a commercial discovery be made, GEPetrol's 20% carried interest will convert to a 20% participating interest. The petroleum contracts cover approximately 6,000 square kilometers, with a first exploration period of five years from the effective date (March 2018). The first exploration period consists of two sub-periods of three and two years, respectively. The first exploration sub-period work program includes a 6,000 square kilometer 3D seismic acquisition requirement across the three blocks.
In December 2017, as part of our alliance with BP, we entered into petroleum contracts covering Blocks CI-526, CI-602, CI-603, CI-707 and CI-708 with the Government of Cote d'Ivoire. We have a 45% participating interest and are the operator in all five blocks. BP has a 45% participating interest in the blocks and the Cote d'Ivoire national oil company, PETROCI Holding ("PETROCI"), currently has a 10% carried interest. The petroleum contracts cover approximately 17,000 square kilometers, with a first exploration period of three years. The first exploration period work program includes a 12,000 square kilometer 3D seismic acquisition across the five blocks.
4. Joint Interest Billings
The Company’s joint interest billings consist of receivables from partners with interests in common oil and gas properties operated by the Company. Joint interest billings are classified on the face of the consolidated balance sheets as current and long-term receivables based on when collection is expected to occur.
In 2014, the Ghana National Petroleum Corporation (“GNPC”) notified us and our block partners of its request for the contractor group to pay GNPC’s 5% share of the Tweneboa, Enyenra and Ntomme (“TEN”) development costs. The block partners will be reimbursed for such costs plus interest out of a portion of GNPC’s TEN production revenues. As of June 30, 2018 and December 31, 2017, the current portion of the joint interest billing receivables due from GNPC for the TEN fields development costs were $14.0 million and $15.2 million, respectively, and the long-term portion were $29.0 million and $31.6 million, respectively.
5. Property and Equipment
Property and equipment is stated at cost and consisted of the following:
|
| | | | | | | |
| June 30, 2018 | | December 31, 2017 |
| (In thousands) |
Oil and gas properties: | |
| | |
|
Proved properties | $ | 1,676,732 |
| | $ | 1,653,616 |
|
Unproved properties | 492,468 |
| | 465,109 |
|
Support equipment and facilities | 1,442,325 |
| | 1,427,054 |
|
Total oil and gas properties | 3,611,525 |
| | 3,545,779 |
|
Accumulated depletion | (1,357,710 | ) | | (1,234,806 | ) |
Oil and gas properties, net | 2,253,815 |
|
| 2,310,973 |
|
| | | |
Other property | 43,906 |
| | 39,405 |
|
Accumulated depreciation | (34,657 | ) | | (32,550 | ) |
Other property, net | 9,249 |
| | 6,855 |
|
| | | |
Property and equipment, net | $ | 2,263,064 |
| | $ | 2,317,828 |
|
We recorded depletion expense of $71.3 million and $69.9 million for the three months ended June 30, 2018 and 2017, respectively, and $122.9 million and $102.4 million for the six months ended June 30, 2018 and 2017, respectively.
6. Suspended Well Costs
The following table reflects the Company’s capitalized exploratory well costs on completed wells as of and during the six months ended June 30, 2018. The table excludes $43.8 million in costs that were capitalized and subsequently expensed during the same period.
|
| | | |
| June 30, 2018 |
| (In thousands) |
Beginning balance | $ | 410,113 |
|
Additions to capitalized exploratory well costs pending the determination of proved reserves | 6,619 |
|
Reclassification due to determination of proved reserves | — |
|
Capitalized exploratory well costs charged to expense | (796 | ) |
Ending balance | $ | 415,936 |
|
The following table provides an aging of capitalized exploratory well costs based on the date drilling was completed and the number of projects for which exploratory well costs have been capitalized for more than one year since the completion of drilling:
|
| | | | | | | |
| June 30, 2018 | | December 31, 2017 |
| (In thousands, except well counts) |
Exploratory well costs capitalized for a period of one year or less | $ | 35,513 |
| | $ | 67,159 |
|
Exploratory well costs capitalized for a period of one to two years | 258,998 |
| | 291,252 |
|
Exploratory well costs capitalized for a period of three to six years | 121,425 |
| | 51,702 |
|
Ending balance | $ | 415,936 |
| | $ | 410,113 |
|
Number of projects that have exploratory well costs that have been capitalized for a period greater than one year | 5 |
| | 5 |
|
As of June 30, 2018, the projects with exploratory well costs capitalized for more than one year since the completion of drilling are related to the Akasa discovery in the West Cape Three Points (“WCTP”) Block and the Wawa discovery in the DT Block, which are all located offshore Ghana, the Greater Tortue discovery which crosses the Mauritania and Senegal maritime border, the BirAllah discovery (formerly known as the Marsouin discovery) in Block C8 offshore Mauritania and the Yakaar and Teranga discoveries in the Cayar Offshore Profond block offshore Senegal.
Akasa Discovery — We are currently in discussions with the government of Ghana regarding additional technical studies and evaluation that we want to conduct before we are able to make a determination regarding commerciality of the discovery. If we determine the discovery to be commercial, a declaration of commerciality would be provided and a PoD would be prepared and submitted to Ghana’s Ministry of Energy, as required under the WCTP petroleum contract. We expect that the Akasa discovery will be discussed in detail with the partnership group during our third quarter partner meetings in October 2018.
Wawa Discovery — We are currently in discussions with the Ministry of Energy with respect to conducting further subsurface and development concept evaluation in an effort to enlarge the TEN development and production area to capture the resource accumulation located in the Wawa Discovery Area for a potential future integrated development with the TEN fields. We expect that the Wawa discovery will be further discussed with the partnership group during our third quarter partner meetings in October 2018.
Greater Tortue Discovery — In May 2015, we completed the Tortue-1 exploration well in Block C8 offshore Mauritania, which encountered hydrocarbon pay. Two additional wells have been drilled in the Greater Tortue Discovery area, Ahmeyim-2 in Mauritania and Guembeul-1 in Senegal. We completed a drill stem test on the Tortue‑1 well in August 2017, which confirmed the production capabilities of the Greater Tortue Discovery. Data acquired from the drill stem test will be used to further optimize field development and to refine process design parameters critical to the Front End Engineering Design ("FEED") process. Following additional evaluation, a decision regarding commerciality will be made.
BirAllah Discovery — In November 2015, we completed the Marsouin-1 exploration well (renamed BirAllah) in the northern part of Block C8 offshore Mauritania which encountered hydrocarbon pay. Following additional evaluation, a decision regarding commerciality will be made.
Yakaar and Teranga Discoveries — In May 2016, we completed the Teranga-1 exploration well in the Cayar Offshore Profond block offshore Senegal which encountered hydrocarbon pay. In June 2017, we completed the Yakaar-1 exploration well in the Cayar Offshore Profond block offshore Senegal which encountered hydrocarbon pay. In November 2017, an integrated Yakaar-Teranga appraisal plan was submitted. Following additional evaluation, a decision regarding commerciality will be made.
7. Equity Method Investments
Kosmos BP Senegal Limited ("KBSL")
As part of our transaction in Senegal with BP in February 2017, our participating interests in the Cayar Offshore Profond and Saint Louis Offshore Profond blocks (the "Senegal Blocks") were contributed to KBSL, a corporate joint venture entity in which we owned a 50.01% interest which was accounted for under the equity method of accounting.
In October 2017, KBSL transferred a 30% participating interest in the Senegal Blocks to BP Senegal Investments Limited in exchange for its outstanding shares of KBSL. As a result, KBSL became a wholly-owned subsidiary of Kosmos, and no longer is accounted for under the equity method of accounting. After the transfer, KBSL has a 30% participating interest in the Senegal Blocks.
During the three and six month periods ended June 30, 2017 we recognized $6.4 million related to our share of losses in KBSL. Our initial contribution to KBSL was $133.9 million, which was recorded at our carrying costs.
Equatorial Guinea
As part of our acquisition of KTIPI, a corporate joint venture entity in which we own a 50% interest, we acquired an indirect participating interest in Block G offshore Equatorial Guinea. The objective of this transaction was to acquire the Ceiba Field and Okume Complex with the intent to optimize production and increase reserves. Below is a summary of financial information for KTIPI presented on a 100% basis.
|
| | | | | | | |
| June 30, | | December 31, |
| 2018 | | 2017 |
| (In thousands) |
Assets | | | |
|
Total current assets | $ | 164,997 |
| | $ | 179,070 |
|
Property and equipment, net | 311,138 |
| | 345,611 |
|
Other assets | 544 |
| | 567 |
|
Total assets | $ | 476,679 |
| | $ | 525,248 |
|
| | | |
Liabilities and shareholders' equity | | | |
Total current liabilities | $ | 132,096 |
| | $ | 106,769 |
|
Total long-term liabilities | 548,434 |
| | 565,591 |
|
Shareholders' equity: | | | |
Total shareholders' equity | (203,851 | ) | | (147,112 | ) |
Total liabilities and shareholders' equity | $ | 476,679 |
| | $ | 525,248 |
|
|
| | | | | | | |
| Three Months Ended June 30, 2018 | | Six Months Ended June 30, 2018 |
| (In thousands) |
Revenues and other income: | |
| | |
Oil and gas revenue | $ | 138,395 |
| | $ | 384,749 |
|
Other income | (170 | ) | | 117 |
|
Total revenues and other income | 138,225 |
| | 384,866 |
|
| | | |
Costs and expenses: | | | |
Oil and gas production | 23,332 |
| | 75,033 |
|
Depletion and depreciation | 21,881 |
| | 75,951 |
|
Other expenses, net | (73 | ) | | (152 | ) |
Total costs and expenses | 45,140 |
| | 150,832 |
|
| | | |
Income before income taxes | 93,085 |
| | 234,034 |
|
Income tax expense | 33,620 |
| | 83,251 |
|
Net income | $ | 59,465 |
| | $ | 150,783 |
|
| | | |
Kosmos' share of net income | $ | 29,733 |
| | $ | 75,392 |
|
Basis difference amortization(1) | 13,633 |
| | 40,596 |
|
Equity in earnings - KTIPI | $ | 16,100 |
| | $ | 34,796 |
|
______________________________________
| |
(1) | The basis difference, which is associated with oil and gas properties and subject to amortization, has been allocated to the Ceiba Field and Okume Complex. We amortize the basis difference using the unit-of-production method. |
When evaluating our equity method investments for impairment, we review our ability to recover the carrying amount of such investments or the entity’s ability to sustain earnings that justify its carrying amount. As of June 30, 2018, we determined that we had the ability to recover the carrying amount of our equity method investment in KTIPI. As such, no impairment has been recorded. Our initial investment has been increased for our net share of equity in earnings as adjusted for our basis differential and reduced by cash dividends received. During the six months ended June 30, 2018, we received $120.0 million of cash dividends from KTIPI, and we received an additional $27.5 million of cash dividends in July 2018.
8. Debt
|
| | | | | | | |
| June 30, 2018 | | December 31, 2017 |
| (In thousands) |
Outstanding debt principal balances: | |
| | |
|
Facility | $ | 700,000 |
| | $ | 800,000 |
|
Senior Notes | 525,000 |
| | 525,000 |
|
Total | 1,225,000 |
| | 1,325,000 |
|
Unamortized deferred financing costs and discounts(1) | (57,225 | ) | | (42,203 | ) |
Long-term debt, net | $ | 1,167,775 |
| | $ | 1,282,797 |
|
__________________________________
| |
(1) | Includes $40.9 million and $23.6 million of unamortized deferred financing costs related to the Facility and $16.3 million and $18.6 million of unamortized deferred financing costs and discounts related to the Senior Notes as of June 30, 2018 and December 31, 2017, respectively. |
Facility
In February 2018, the Company amended and restated the Facility with a total commitment of $1.5 billion from a number of financial institutions with additional commitments up to $0.5 billion being available if the existing financial institutions increase their commitments or if commitments from new financial institutions are added. In August 2018, the Company entered into letter agreements with two existing financial institutions, which obligate the two financial institutions to provide the Company, upon the Company's election, with an additional commitment of $200 million in the aggregate under the Facility. The borrowing base calculation includes value related to the Jubilee, TEN, Ceiba and Okume fields. The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. As part of the debt refinancing in February 2018, the repayment of borrowings under the existing facility attributable to financial institutions that did not participate in the amended Facility was accounted for as an extinguishment of debt, and $4.1 million of existing unamortized debt issuance costs and deferred interest attributable to those participants was expensed in interest and other financing costs, net in the first quarter of 2018. As of June 30, 2018, we have $40.9 million of unamortized issuance costs related to the Facility, which will be amortized over the remaining term of the Facility. As of June 30, 2018, borrowings under the Facility totaled $700.0 million and the undrawn availability under the Facility was $800.0 million.
During the second quarter of 2018, the Company voluntarily repaid $100.0 million of outstanding borrowings under the Facility, bringing the outstanding borrowings to $700.0 million. As of June 30, 2018, the borrowing availability was $1.5 billion.
The Facility provides a revolving credit and letter of credit facility. The availability period for the revolving credit facility, as amended in February 2018 expires one month prior to the final maturity date. The letter of credit facility expires on the final maturity date. The available facility amount is subject to borrowing base constraints and, beginning on March 31, 2022, outstanding borrowings will be constrained by an amortization schedule. The Facility has a final maturity date of March 31, 2025. As of June 30, 2018, we had no letters of credit issued under the Facility.
We were in compliance with the financial covenants contained in the Facility as of March 31, 2018 (the most recent assessment date). The Facility contains customary cross default provisions.
Corporate Revolver
In August 2018, we amended and restated the Corporate Revolver from a number of financial institutions, maintaining the borrowing capacity at $400.0 million, extending the maturity date from November 2018 to May 2022 and lowering the margin 100 basis points to 5%. This results in lower commitment fees on the undrawn portion of the total commitments which is 30% per annum of the respective margin. The Corporate Revolver is available for all subsidiaries for general corporate purposes and for oil and gas exploration, appraisal and development programs.
As of June 30, 2018, there were no outstanding borrowings under the Corporate Revolver. We were in compliance with the financial covenants contained in the Corporate Revolver as of March 31, 2018 (the most recent assessment date). The Corporate Revolver contains customary cross default provisions.
Revolving Letter of Credit Facility
We have a revolving letter of credit facility agreement (“LC Facility”), which matures in July 2019. In July 2018, the LC Facility size was voluntarily reduced to $40.0 million based on the maturation of several large outstanding letters of credit. As of June 30, 2018, there were nine outstanding letters of credit totaling $36.9 million under the LC Facility. The LC Facility contains customary cross default provisions.
7.875% Senior Secured Notes due 2021
During August 2014, the Company issued $300.0 million of Senior Notes and received net proceeds of approximately $292.5 million after deducting discounts, commissions and deferred financing costs. The Company used the net proceeds to repay a portion of the outstanding indebtedness under the Facility and for general corporate purposes.
During April 2015, we issued an additional $225.0 million of Senior Notes and received net proceeds of $206.8 million after deducting discounts, commissions and other expenses. We used the net proceeds to repay a portion of the outstanding indebtedness under the Facility and for general corporate purposes. The additional $225.0 million of Senior Notes have identical terms to the initial $300.0 million of Senior Notes, other than the date of issue, the initial price, the first interest payment date and the first date from which interest accrued.
The Senior Notes mature on August 1, 2021. Interest is payable semi-annually in arrears each February 1 and August 1 commencing on February 1, 2015 for the initial $300.0 million Senior Notes and August 1, 2015 for the additional $225.0 million Senior Notes. The Senior Notes are secured (subject to certain exceptions and permitted liens) by a first ranking fixed equitable charge on all shares held by us in our direct subsidiary, Kosmos Energy Holdings. The Senior Notes are currently guaranteed on a subordinated, unsecured basis by our existing restricted subsidiaries that guarantee the Facility and the Corporate Revolver, and, in certain circumstances, the Senior Notes will become guaranteed by certain of our other existing or future restricted subsidiaries.
At June 30, 2018, the estimated repayments of debt during the five fiscal year periods and thereafter are as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Year |
| Total | | 2018(2) | | 2019 | | 2020 | | 2021 | | 2022 | | Thereafter |
| (In thousands) |
Principal debt repayments(1) | $ | 1,225,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 525,000 |
|
| $ | — |
|
| $ | 700,000 |
|
__________________________________
| |
(1) | Includes the scheduled principal maturities for the $525.0 million aggregate principal amount of Senior Notes issued in August 2014 and April 2015 and the Facility. The scheduled maturities of debt related to the Facility are based on, as of June 30, 2018, 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. As of June 30, 2018, there were no borrowings under the Corporate Revolver. |
| |
(2) | Represents payments for the period July 1, 2018 through December 31, 2018. |
Interest and other financing costs, net
Interest and other financing costs, net incurred during the periods is comprised of the following:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
| (In thousands) |
Interest expense | $ | 24,912 |
| | $ | 22,792 |
| | $ | 49,804 |
| | $ | 45,973 |
|
Amortization—deferred financing costs | 2,283 |
| | 2,551 |
| | 4,723 |
| | 5,102 |
|
Loss on extinguishment of debt | — |
| | — |
| | 4,056 |
| | — |
|
Capitalized interest | (9,292 | ) | | (7,376 | ) | | (14,112 | ) | | (16,935 | ) |
Deferred interest | 166 |
| | 634 |
| | (1,090 | ) | | 949 |
|
Interest income | (843 | ) | | (760 | ) | | (1,791 | ) | | (1,740 | ) |
Other, net | 1,644 |
| | 1,624 |
| | 2,974 |
| | 2,902 |
|
Interest and other financing costs, net | $ | 18,870 |
| | $ | 19,465 |
| | $ | 44,564 |
| | $ | 36,251 |
|
9. Derivative Financial Instruments
We use financial derivative contracts to manage exposures to commodity price and interest rate fluctuations. We do not hold or issue derivative financial instruments for trading purposes.
We manage market and counterparty credit risk in accordance with our policies and guidelines. In accordance with these policies and guidelines, our management determines the appropriate timing and extent of derivative transactions. We have included an estimate of non-performance risk in the fair value measurement of our derivative contracts as required by ASC 820 — Fair Value Measurements and Disclosures.
Oil Derivative Contracts
The following table sets forth the volumes in barrels underlying the Company’s outstanding oil derivative contracts and the weighted average Dated Brent prices per Bbl for those contracts as of June 30, 2018. Volumes and weighted average prices are net of any offsetting derivative contracts entered into.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| |
| |
| Weighted Average Dated Brent Price per Bbl |
|
| |
| |
| Net Deferred |
| |
| |
| |
| |
| |
|
| |
| |
| Premium |
| |
| |
| |
| |
| |
Term |
| Type of Contract |
| MBbl |
| Payable/(Receivable) |
| Swap |
| Sold Put |
| Floor |
| Ceiling |
| Call |
2018: | | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
July — December |
| Swap with puts |
| 3,000 |
|
| $ | — |
|
| $ | 56.75 |
|
| $ | 43.33 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
July — December | | Three-way collars |
| 1,466 |
|
| 0.74 |
|
| — |
|
| 41.57 |
|
| 56.57 |
|
| 65.91 |
|
| — |
|
July — December | | Four-way collars |
| 1,503 |
|
| 1.06 |
|
| — |
|
| 40.00 |
|
| 50.00 |
|
| 61.33 |
|
| 70.00 |
|
July — December | | Sold calls(1) |
| 1,006 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 65.00 |
|
| — |
|
July — December |
| Purchased Calls |
| 1,000 |
|
| 1.88 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 70.00 |
|
2019: | | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
January — December | | Three-way collars |
| 10,500 |
|
| $ | 0.61 |
|
| $ | — |
|
| $ | 43.81 |
|
| $ | 53.33 |
|
| $ | 69.77 |
|
| $ | — |
|
January — December | | Sold calls(1) |
| 913 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 80.00 |
|
| — |
|
2020: | | | | | | | | | | | | | | | | |
January — December | | Sold calls(1) | | 4,000 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 80.00 |
| | $ | — |
|
__________________________________
| |
(1) | Represents call option contracts sold to counterparties to enhance other derivative positions. |
In July 2018, we entered into call option contracts for 3.5 MMBbl from January 2019 through December 2019 with a purchased call price of $65.00 per barrel and a sold call price of $75.00 per barrel with a deferred premium payable of $1.46 per barrel. In addition, we sold 3.5 MMBbl of calls from January 2020 through December 2020 with a strike price of $80.00 per barrel and used the proceeds to increase the upside exposure on the 2019 calls. The contracts are indexed to Dated Brent prices.
Interest Rate Derivative Contracts
The following table summarizes our capped interest rate swaps whereby we pay a fixed rate of interest if LIBOR is below the cap, and pay the market rate less the spread between the cap (sold call) and the fixed rate of interest if LIBOR is above the cap as of June 30, 2018:
|
| | | | | | | | | | | | | | |
| | | | | | Weighted Average |
Term | | Type of Contract | | Floating Rate | | Notional | | Swap | | Sold Call |
| | | | | | (In thousands) | | | | |
July 2018 — December 2018 | | Capped swap | | 1-month LIBOR | | $ | 200,000 |
| | 1.23 | % | | 3.00 | % |
The following tables disclose the Company’s derivative instruments as of June 30, 2018 and December 31, 2017 and gain/(loss) from derivatives during the three and six months ended June 30, 2018 and 2017, respectively:
|
| | | | | | | | | | |
| | | | Estimated Fair Value |
| | | | Asset (Liability) |
Type of Contract | | Balance Sheet Location | | June 30, 2018 | | December 31, 2017 |
| | | | (In thousands) |
Derivatives not designated as hedging instruments: | | | | | | |
Derivative assets: | | | | | | |
Commodity(1) | | Derivatives assets—current | | $ | 17,119 |
| | $ | 665 |
|
Interest rate | | Derivatives assets—current | | 934 |
| | 1,017 |
|
Commodity(2) | | Derivatives assets—long-term | | 10,421 |
| | 39 |
|
Derivative liabilities: | | | | | | |
Commodity(3) | | Derivatives liabilities—current | | (162,329 | ) | | (67,531 | ) |
Commodity(4) | | Derivatives liabilities—long-term | | (83,733 | ) | | (30,209 | ) |
Total derivatives not designated as hedging instruments | | | | $ | (217,588 | ) | | $ | (96,019 | ) |
__________________________________
| |
(1) | Includes net deferred premiums payable of $2.1 million and net deferred premiums receivable of $0.8 million related to commodity derivative contracts as of June 30, 2018 and December 31, 2017, respectively. |
| |
(2) | Includes net deferred premiums payable of $0.9 million and net deferred premiums receivable of $0.1 million related to commodity derivative contracts as of June 30, 2018 and December 31, 2017, respectively. |
| |
(3) | Includes net deferred premiums payable of $5.1 million and $5.6 million related to commodity derivative contracts as of June 30, 2018 and December 31, 2017, respectively. |
| |
(4) | Includes net deferred premiums payable of $2.8 million and $4.8 million related to commodity derivative contracts as of June 30, 2018 and December 31, 2017, respectively. |
|
| | | | | | | | | | | | | | | | | | |
| | | | 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) | | 2018 | | 2017 | | 2018 | | 2017 |
| | | | (In thousands) |
Derivatives not designated as hedging instruments: | | | | |
| | |
| | |
| | |
|
Commodity(1) | | Oil and gas revenue | | $ | 1,350 |
| | $ | (4,552 | ) | | $ | 509 |
| | $ | (4,560 | ) |
Commodity | | Derivatives, net | | (140,272 | ) | | 25,411 |
| | (178,750 | ) | | 63,268 |
|
Interest rate | | Interest expense | | 98 |
| | (92 | ) | | 451 |
| | 236 |
|
Total derivatives not designated as hedging instruments | | | | $ | (138,824 | ) | | $ | 20,767 |
| | $ | (177,790 | ) | | $ | 58,944 |
|
__________________________________
| |
(1) | Amounts represent the change in fair value of our provisional oil sales contracts. |
Offsetting of Derivative Assets and Derivative Liabilities
Our derivative instruments which are subject to master netting arrangements with our counterparties only have the right of offset when there is an event of default. As of June 30, 2018 and December 31, 2017, there was not an event of default and, therefore, the associated gross asset or gross liability amounts related to these arrangements are presented on the consolidated balance sheets.
10. Fair Value Measurements
In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures, fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. We prioritize the inputs used in measuring fair value into the following fair value hierarchy:
| |
• | 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. |
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017, for each fair value hierarchy level:
|
| | | | | | | | | | | | | | | |
| Fair Value Measurements Using: |
| Quoted Prices in | | | | | | |
| Active Markets for | | Significant Other | | Significant | | |
| Identical Assets | | Observable Inputs | | Unobservable Inputs | | |
| (Level 1) | | (Level 2) | | (Level 3) | | Total |
| (In thousands) |
June 30, 2018 | |
| | |
| | |
| | |
|
Assets: | |
| | |
| | |
| | |
|
Commodity derivatives | $ | — |
| | $ | 27,540 |
| | $ | — |
| | $ | 27,540 |
|
Interest rate derivatives | — |
| | 934 |
| | — |
| | 934 |
|
Liabilities: | | | | | | | |
Commodity derivatives | — |
| | (246,062 | ) | | — |
| | (246,062 | ) |
Total | $ | — |
| | $ | (217,588 | ) | | $ | — |
| | $ | (217,588 | ) |
December 31, 2017 | | | | | | | |
Assets: | | | | | | | |
Commodity derivatives | $ | — |
| | $ | 704 |
| | $ | — |
| | $ | 704 |
|
Interest rate derivatives | — |
| | 1,017 |
| | — |
| | 1,017 |
|
Liabilities: | | | | | | | |
Commodity derivatives | — |
| | (97,740 | ) | | — |
| | (97,740 | ) |
Total | $ | — |
| | $ | (96,019 | ) | | $ | — |
| | $ | (96,019 | ) |
The book values of cash and cash equivalents and restricted cash approximate fair value based on Level 1 inputs. Joint interest billings, oil sales and other receivables, and accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. Our long-term receivables, after any allowances for doubtful accounts, and other long-term assets approximate fair value. The estimates of fair value of these items are based on Level 2 inputs.
Commodity Derivatives
Our commodity derivatives represent crude oil collars, put options, call options and swaps for notional barrels of oil at fixed Dated Brent oil prices. The values attributable to our oil derivatives are based on (i) the contracted notional volumes, (ii) independent active futures price quotes for Dated Brent, (iii) a credit-adjusted yield curve applicable to each counterparty by reference to the credit default swap (“CDS”) market and (iv) an independently sourced estimate of volatility for Dated Brent. The volatility estimate was provided by certain independent brokers who are active in buying and selling oil options and was corroborated by market-quoted volatility factors. The deferred premium is included in the fair market value of the commodity derivatives. See Note 9 — Derivative Financial Instruments for additional information regarding the Company’s derivative instruments.
Provisional Oil Sales
The value attributable to provisional oil sales derivatives is based on (i) the sales volumes and (ii) the difference in the independent active futures price quotes for Dated Brent over the term of the pricing period designated in the sales contract and the spot price on the lifting date.
Interest Rate Derivatives
Our interest rate derivatives consist of interest rate swaps, whereby the Company pays a fixed rate of interest and the counterparty pays a variable LIBOR-based rate, and capped interest rate swaps, whereby the Company pays a fixed rate of interest if LIBOR is below the cap and pays the market rate less the spread between the cap and the fixed rate of interest if LIBOR is above the cap. The values attributable to the Company’s interest rate derivative contracts are based on (i) the contracted notional amounts, (ii) LIBOR yield curves provided by independent third parties and corroborated with forward active market-quoted LIBOR yield curves and (iii) a credit-adjusted yield curve as applicable to each counterparty by reference to the CDS market.
Debt
The following table presents the carrying values and fair values at June 30, 2018 and December 31, 2017:
|
| | | | | | | | | | | | | | | |
| June 30, 2018 | | December 31, 2017 |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| (In thousands) |
Senior Notes | $ | 509,685 |
| | $ | 535,264 |
| | $ | 507,600 |
| | $ | 542,472 |
|
Facility | 700,000 |
| | 700,000 |
| | 800,000 |
| | 800,000 |
|
Total | $ | 1,209,685 |
| | $ | 1,235,264 |
| | $ | 1,307,600 |
| | $ | 1,342,472 |
|
The carrying value of our Senior Notes represents the principal amounts outstanding less unamortized discounts. The fair value of our Senior Notes is based on quoted market prices, which results in a Level 1 fair value measurement. The carrying value of the Facility approximates fair value since it is subject to short-term floating interest rates that approximate the rates available to us for those periods.
11. Equity-based Compensation
Restricted Stock Awards and Restricted Stock Units
We record equity-based compensation expense equal to the fair value of share-based payments over the vesting periods of the Long Term Incentive Plan (“LTIP”) awards. We recorded compensation expense from awards granted under our LTIP of $9.1 million and $10.5 million during the three months ended June 30, 2018 and 2017, respectively, and $17.1 million and $20.3 million during the six months ended June 30, 2018 and 2017, respectively. The total tax benefit for the three months ended June 30, 2018 and 2017 was $1.8 million and $3.5 million, respectively, and $3.4 million and $6.8 million during the six months ended June 30, 2018 and 2017, respectively. Additionally, we recorded a net tax shortfall (windfall) related to equity-based compensation of $0.4 million and $3.0 million for the three months ended June 30, 2018 and 2017, respectively, and $(0.3) million and $2.8 million during the six months ended June 30, 2018 and 2017, respectively. The fair value of awards vested during the three months ended June 30, 2018 and 2017 was approximately $25.4 million and $10.5 million, respectively, and $82.0 million and $19.3 million during the six months ended June 30, 2018 and 2017, respectively. The Company granted both restricted stock awards and restricted stock units with service vesting criteria and granted both restricted stock awards and restricted stock units
with a combination of market and service vesting criteria under the LTIP. Substantially all these awards vest over three or four year periods. Restricted stock awards are issued and included in the number of outstanding shares upon the date of grant and, if such awards are forfeited, they become treasury stock. Upon vesting, restricted stock units become issued and outstanding stock.
The following table reflects the outstanding restricted stock awards as of June 30, 2018:
|
| | | | | | |
| | | Weighted- |
| Service Vesting | | Average |
| Restricted Stock | | Grant-Date |
| Awards | | Fair Value |
| (In thousands) | | |
Outstanding at December 31, 2017 | 220 |
| | $ | 8.64 |
|
Granted | — |
| | — |
|
Forfeited | — |
| | — |
|
Vested | (220 | ) | | 8.64 |
|
Outstanding at June 30, 2018 | — |
| | — |
|
The following table reflects the outstanding restricted stock units as of June 30, 2018:
|
| | | | | | | | | | | | | |
| | | 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, 2017 | 4,183 |
| | $ | 6.39 |
| | 8,452 |
| | $ | 11.26 |
|
Granted(1) | 2,125 |
| | 6.92 |
| | 7,439 |
| | 12.35 |
|
Forfeited | (63 | ) | | 6.73 |
| | (37 | ) | | 10.04 |
|
Vested | (2,062 | ) | | 6.93 |
| | (9,350 | ) | | 13.75 |
|
Outstanding at June 30, 2018 | 4,183 |
| | 6.33 |
| | 6,504 |
| | 8.91 |
|
__________________________________
| |
(1) | The restricted stock units with a combination of market and service vesting criteria include 4.9 million shares granted as a result of the 2014 and 2015 awards achieving 200% of their respective market performance conditions. |
As of June 30, 2018, total equity-based compensation to be recognized on unvested restricted stock units is $43.4 million over a weighted average period of 2.24 years. In January 2018, the board of directors approved an amendment to the plan to add 11.0 million shares to the plan which was approved at the Annual General Meeting in June 2018. The LTIP provides for the issuance of 50.5 million shares pursuant to awards under the plan. At June 30, 2018, the Company had approximately 16.0 million shares that remain available for issuance under the LTIP.
For restricted stock units with a combination of market and service vesting criteria, the number of common shares to be issued is determined by comparing the Company’s total shareholder return with the total shareholder return of a predetermined group of peer companies over the performance period and can vest in up to 200% of the awards granted. The grant date fair value ranged from $4.83 to $15.71 per award. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. The expected volatility utilized in the model was estimated using our historical volatility and the historical volatilities of our peer companies and ranged from 44.0% to 53.0% . The risk-free interest rate was based on the U.S. treasury rate for a term commensurate with the expected life of the grant and ranged from 0.7% to 2.2%.
12. Income Taxes
We evaluate our estimated annual effective income tax rate based on current and forecasted business results and enacted tax laws on a quarterly basis and apply this tax rate to our ordinary income or loss to calculate our estimated tax expense or benefit. The Company excludes zero tax rate and tax-exempt jurisdictions from our evaluation of the estimated annual effective income tax rate. The tax effect of discrete items are recognized in the period in which they occur at the applicable statutory tax rate.
On December 22, 2017, the President of the United States signed P.L. 115-97, the Tax Reform Act into law. SAB 118 was issued in January 2018 to address situations where certain aspects of the Jobs Act are unclear at issuance of a registrant’s financial statements for the reporting period in which the Jobs Act became law. SAB 118 allows us to record provisional amounts during a one-year measurement period. We are analyzing certain aspects of the Jobs Act which could affect the measurement of deferred tax balances or potentially give rise to new deferred tax amounts.
The income tax provision consists of United States and Ghanaian income and Texas margin taxes. Our operations in other foreign jurisdictions have a 0% effective tax rate because they reside in countries with a 0% statutory rate or we have incurred losses in those countries and have full valuation allowances against the corresponding net deferred tax assets.
Income (loss) before income taxes is composed of the following:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
| (In thousands) |
Bermuda | $ | (15,890 | ) | | $ | (16,759 | ) | | $ | (31,961 | ) | | $ | (32,940 | ) |
United States | 1,682 |
| | 1,382 |
| | 3,315 |
| | 2,794 |
|
Foreign—other | (134,410 | ) | | 30,649 |
| | (194,546 | ) | | 38,754 |
|
Income (loss) before income taxes | $ | (148,618 | ) | | $ | 15,272 |
| | $ | (223,192 | ) | | $ | 8,608 |
|
Our effective tax rate for the three months ended June 30, 2018 and 2017 is 31% and 155%, respectively. For the six months ended, June 30, 2018 and 2017, our effective tax rate was 31% and 533%, respectively. For the periods ended June 30, 2018 and 2017 our overall effective tax rates were impacted by non-deductible and non-taxable items associated with our U.S. and Ghanaian operations and other losses and expenses, primarily related to exploration operations in tax-exempt jurisdictions or in taxable jurisdictions where we have valuation allowances against our deferred tax assets, and therefore, we do not realize any tax benefit on such expenses or losses.
The Company files income tax returns in all jurisdictions where such requirements exist, however, our primary tax jurisdictions are Ghana and the United States. The Company is open to Ghanaian federal income tax examinations for tax years 2014 through 2017 and in the United States, to federal income tax examinations for tax years 2014 through 2017.
As of June 30, 2018, the Company had no material uncertain tax positions. The Company’s policy is to recognize potential interest and penalties related to income tax matters in income tax expense.
13. Net Loss Per Share
The following table is a reconciliation between net loss and the amounts used to compute basic and diluted net loss per share and the weighted average shares outstanding used to compute basic and diluted net loss per share:
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Numerator: | |
| | |
| | |
| | |
|
Net loss | $ | (103,273 | ) | | $ | (8,467 | ) | | $ | (153,499 | ) | | $ | (37,308 | ) |
Basic income allocable to participating securities(1) | — |
| | — |
| | — |
| | — |
|
Basic net loss allocable to common shareholders | (103,273 | ) | | (8,467 | ) | | (153,499 | ) | | (37,308 | ) |
Diluted adjustments to income allocable to participating securities(1) | — |
| | — |
| | — |
| | — |
|
Diluted net loss allocable to common shareholders | $ | (103,273 | ) | | $ | (8,467 | ) | | $ | (153,499 | ) | | $ | (37,308 | ) |
Denominator: | | | | | | | |
Weighted average number of shares outstanding: | | | | | | | |
Basic | 396,826 |
| | 387,952 |
| | 396,218 |
| | 387,634 |
|
Restricted stock awards and units(1)(2) | — |
| | — |
| | — |
| | — |
|
Diluted | 396,826 |
| | 387,952 |
| | 396,218 |
| | 387,634 |
|
Net loss per share: | | | | | | | |
Basic | $ | (0.26 | ) | | $ | (0.02 | ) | | $ | (0.39 | ) | | $ | (0.10 | ) |
Diluted | $ | (0.26 | ) | | $ | (0.02 | ) | | $ | (0.39 | ) | | $ | (0.10 | ) |
__________________________________
| |
(1) | Our service vesting restricted stock awards represent participating securities because they participate in non-forfeitable dividends with common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the participating securities. Our restricted stock awards with market and service vesting criteria and all restricted stock units are not considered to be participating securities and, therefore, are excluded from the basic net loss per common share calculation. Our service vesting restricted stock awards do not participate in undistributed net losses because they are not contractually obligated to do so and, therefore, are excluded from the basic net loss per common share calculation in periods we are in a net loss position. |
| |
(2) | We excluded outstanding restricted stock awards and units of 11.4 million and 13.0 million for the three months ended June 30, 2018 and 2017, respectively, and 11.9 million and 13.0 million for the six months ended June 30, 2018 and 2017, respectively, from the computations of diluted net loss per share because the effect would have been anti-dilutive. |
14. Commitments and Contingencies
From time to time, we are involved in litigation, regulatory examinations and administrative proceedings primarily arising in the ordinary course of our business in jurisdictions in which we do business. Although the outcome of these matters cannot be predicted with certainty, management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s financial position; however, an unfavorable outcome could have a material adverse effect on our results from operations for a specific interim period or year.
We currently have a commitment to drill one exploration well in both Mauritania and Suriname. In Mauritania, our partner is obligated to fund our share of the cost of the exploration wells, subject to the remaining exploration and appraisal carry covering both our Mauritania and Senegal blocks. In Equatorial Guinea and Sao Tome and Principe, we have 3D seismic requirements of approximately 9,000 square kilometers and 13,500 square kilometers, respectively.
Future minimum rental commitments under our leases at June 30, 2018, are as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due By Year(1) |
| Total | | 2018(2) | | 2019 | | 2020 | | 2021 | | 2022 | | Thereafter |
| (In thousands) |
Operating leases(3) | $ | 11,930 |
|
| $ | 2,521 |
|
| $ | 5,251 |
|
| $ | 1,366 |
|
| $ | 419 |
|
| $ | 419 |
|
| $ | 1,954 |
|
__________________________________
| |
(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, 2018 through December 31, 2018. |
| |
(3) | Primarily relates to corporate office and foreign office leases. |
15. Additional Financial Information
Accrued Liabilities
Accrued liabilities consisted of the following:
|
| | | | | | | |
| June 30, 2018 | | December 31, 2017 |
| (In thousands) |
Accrued liabilities: | |
| | |
|
Exploration, development and production | $ | 85,079 |
| | $ | 144,717 |
|
General and administrative expenses | 20,178 |
| | 31,124 |
|
Interest | 20,331 |
| | 20,457 |
|
Income taxes | 2,539 |
| | 17,423 |
|
Taxes other than income | 3,906 |
| | 3,270 |
|
Derivatives | 12,394 |
| | 825 |
|
Other | 1,173 |
| | 1,596 |
|
| $ | 145,600 |
| | $ | 219,412 |
|
Other Income, Net
Other income, net consisted of zero and $10.2 million of Loss of Production Income (“LOPI”) proceeds, net related to the turret bearing issue on the Jubilee FPSO for the three months ended June 30, 2018 and 2017, respectively and zero and $58.7 million for the six months ended June 30, 2018 and 2017, respectively. Our LOPI coverage for this incident ended in May 2017.
Oil and Gas Production
Oil and gas production expense included insurance recoveries related to our increased cost of working covered by our LOPI policy of zero and $13.7 million for the three months ended June 30, 2018 and 2017, respectively and zero and $17.1 million for the six months ended June 30, 2018 and 2017, respectively.
Facilities Insurance Modifications, Net
Facilities insurance modifications, net consists of costs associated with the long-term solution to convert the Jubilee FPSO to a permanently spread moored facility which we expect to recover from our insurance policy net of any insurance reimbursements.
Other Expenses, Net
Other expenses, net incurred during the period is comprised of the following:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
| (In thousands) |
(Gain) loss on disposal of inventory | $ | (24 | ) | | $ | 547 |
| | $ | (24 | ) | | $ | 547 |
|
Gain on insurance settlements | — |
| | — |
| | — |
| | (461 | ) |
Disputed charges and related costs | 626 |
| | 1,209 |
| | 2,961 |
| | 2,439 |
|
Other, net | 336 |
| | 252 |
| | 1,706 |
| | 245 |
|
Other expenses, net | $ | 938 |
| | $ | 2,008 |
| | $ | 4,643 |
| | $ | 2,770 |
|
The disputed charges and related costs are expenditures arising from Tullow Ghana Limited’s contract with Seadrill for use of the West Leo drilling rig once partner-approved 2016 work program objectives were concluded. Tullow has charged such expenditures to the Deepwater Tano (“DT”) joint account. Kosmos disputed through arbitration that these expenditures were chargeable to the DT joint account on the basis that the Seadrill West Leo drilling rig contract was not approved by the DT operating committee pursuant to the DT Joint Operating Agreement. In July 2018, the International Chamber of Commerce ("ICC") issued its Final Award in the arbitration in favor of Kosmos. As a result, we expect to recover from Tullow Ghana Limited the disputed charges, which include amounts previously paid under protest as well as certain costs and fees of pursuing the arbitration, estimated at approximately $14 million plus interest.
| |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto contained herein and our annual financial statements for the year ended December 31, 2017, included in our annual report on Form 10-K along with the section Management’s Discussion and Analysis of financial condition and Results of Operations contained in such annual report. Any terms used but not defined in the following discussion have the same meaning given to them in the annual report. Our discussion and analysis includes forward-looking statements that involve risks and uncertainties and should be read in conjunction with “Risk Factors” under Item 1A of this report and in the annual report, along with “Forward-Looking Information” at the end of this section for information about the risks and uncertainties that could cause our actual results to be materially different than our forward-looking statements.
Overview
We are a pure play deepwater oil and gas company with growing production, a pipeline of development opportunities and a balanced exploration portfolio along the Atlantic Margins. Our assets include growing production offshore Ghana and Equatorial Guinea, a competitively positioned Tortue gas project in Mauritania and Senegal and a sustainable exploration program balanced between proven basins (Equatorial Guinea), emerging basins (Mauritania, Senegal and Suriname) and frontier basins (Cote d'Ivoire and Sao Tome and Principe).
Recent Developments
Deep Gulf Energy Acquisition
In August 2018, we entered into an agreement to acquire Deep Gulf Energy (together with its subsidiaries "DGE"), a deepwater company operating in the Gulf of Mexico, from First Reserve Corporation and other shareholders for a total consideration of $1.225 billion, comprised of $925 million in cash and $300 million in Kosmos common stock, subject to post-closing adjustments. We intend to fund the cash portion of the purchase price with borrowings under our existing credit facilities. We also received $200 million of additional firm commitments under the Facility, which provides further liquidity to the Company. The acquisition is expected to close around the end of the third quarter 2018, subject to receipt of regulatory approval and the satisfaction of customary closing conditions.
Corporate
In August 2018, we amended and restated the Corporate Revolver from a number of financial institutions, maintaining the borrowing capacity at $400.0 million, extending the maturity date from November 2018 to May 2022 and lowering the margin 100 basis points to 5%. This results in lower commitment fees on the undrawn portion of the total commitments which is 30% per annum of the respective margin. The Corporate Revolver is available for all subsidiaries for general corporate purposes and for oil and gas exploration, appraisal and development programs
Our revolving letter of credit facility agreement ("LC Facility") has flexibility that allows us to increase or decrease the available amount as needed if the existing lender increases its commitment or if commitments from new financial institutions are added. In July 2018, the LC Facility size was voluntarily reduced to $40.0 million based on the maturation of several large outstanding letters of credit.
Ghana
Jubilee
The Jubilee turret remediation work is progressing as planned as the second phase was completed during the second quarter of 2018. We expect rotation of the vessel to take place around the end of 2018 with minimal impact to production in 2018.
The financial impact of lower Jubilee production, as well as the additional expenditures associated with the damage to the turret bearing, is mitigated through a combination of the comprehensive Hull and Machinery insurance (“H&M”), procured by the operator, Tullow, on behalf of the Jubilee Unit partners, and through May 2017, the corporate Loss of Production Income (“LOPI”) insurance procured by Kosmos.
Tweneboa, Enyenra and Ntomme ("TEN")
The Ntomme-5 well is expected to be completed and brought online in early August 2018 and is expected to increase production towards FPSO capacity of 80,000 bopd.
Other
Kosmos and its partners have decided to add a second rig, the Stena Forth, in Ghana beginning in October 2018, which should allow drilling and completion operations to be accelerated. There will be no impact to the 2018 capital budget as the savings from the later arrival of the first rig will offset the costs of the second rig.
In June 2016, Kosmos Energy Ghana HC filed a Request for Arbitration with the International Chamber of Commerce against Tullow Ghana Limited in connection with a dispute arising under the DT Joint Operating Agreement. At dispute was Kosmos Energy Ghana HC’s responsibility for expenditures arising from Tullow Ghana Limited’s contract with Seadrill for use of the West Leo drilling rig once partner-approved 2016 work program objectives were concluded. Tullow sought to charge such expenditures to the DT joint account. Kosmos disputed that these expenditures were chargeable to the DT joint account on the basis that the Seadrill West Leo drilling rig contract was not approved by the DT operating committee pursuant to the DT Joint Operating Agreement and that the Seadrill West Leo drilling rig contract had not been entered into in connection with joint operations.
In July 2018, the International Chamber of Commerce ("ICC") issued its Final Award in the arbitration in favor of Kosmos. As a result, we expect to recover from Tullow Ghana Limited the disputed charges, which include amounts previously paid under protest as well as certain costs and fees of pursuing the arbitration, estimated at approximately $14 million plus interest. Additionally, we are not required to fund a portion, estimated by Tullow to be approximately $50.8 million, of Tullow's liability to Seadrill.
Mauritania
In June 2018, we completed a 9,400 square kilometer survey over Block C18 offshore Mauritania.
Senegal
In July 2018, we entered into the second renewal of the exploration period for the Senegal Blocks Contract Areas, which lasts for two and one half years. In the event of commercial success, we have the right to develop and produce oil and/or gas for a period of 25 years from the grant of an exploitation authorization from the government, which may be extended for at least one additional period of 10 years under certain circumstances.
Equatorial Guinea
In June 2018, we closed a farm-in agreement with a subsidiary of Ophir Energy plc ("Ophir") for Block EG-24, offshore Equatorial Guinea, whereby we acquired a 40% non-operated participating interest. As part of the agreement, we reimbursed a portion of Ophir's previously incurred exploration costs and will fully carry Ophir's share of the costs of a planned 3D seismic program as well as pay a disproportionate share of the well commitment should we enter the second exploration sub-period. The petroleum contracts cover approximately 3,500 square kilometers, with a first exploration period of three years from the effective date (March 2018) which can be extended up to four additional years at our election subject to fulfilling specific work obligations. The first exploration period work program includes a 3,000 square kilometer 3D seismic acquisition requirement.
In May 2018, we began a 3D seismic survey of approximately 10,100 square kilometers over blocks EG-21, EG-24, S and W offshore Equatorial Guinea, and approximately 200 square kilometers over Block G which is operated by our equity method investment in Kosmos-Trident International Petroleum Inc. ("KTIPI").
In May 2018, we signed a farm-out agreement with a subsidiary of Trident Energy (“Trident”), subject to final government approval, covering blocks S, W and EG21 offshore Equatorial Guinea. Under the terms of the agreement, Trident acquired a 40% non-operated participating interest in the blocks and Kosmos remains the operator.
Cote d'Ivoire
In May 2018, we completed a 3D seismic survey covering approximately 12,000 square kilometers over blocks CI-526, CI-602, CI-603, CI-707 and CI-708 offshore Cote d'Ivoire.
Suriname
In June 2018, the Anapai-1A exploration well was drilled to a total depth of approximately 4,600 meters and was designed to test lower Cretaceous reservoirs in a structural trap on the flank of the basin. The prospect was fully tested, encountering high quality reservoirs in the targeted zones, but did not find hydrocarbons. The well has been plugged and abandoned.
In July 2018, we entered into the second exploration phase in blocks 42 and 45. The second phase carries a one well commitment per block. This commitment has been met for Block 45 through the Anapai well and will be satisfied for Block 42 with the Pontoenoe exploration well which we plan to spud during the third quarter of 2018.
Results of Operations
All of our results, as presented in the table below, represent operations from Jubilee and TEN fields in Ghana and our equity method investment offshore Equatorial Guinea. Certain operating results and statistics for the three and six months ended June 30, 2018 and 2017 are included in the following tables:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2018 | | Six Months Ended June 30, 2018 |
| Kosmos | | Equity Method Investment - Equatorial Guinea(1) | | Total | | Kosmos | | Equity Method Investment Equatorial Guinea | | Total |
| (In thousands, except per barrel data) |
Sales volumes (MBbl): | | | | | | | | | | | |
Jubilee | 1,900 |
| | — |
| | 1,900 |
| | 2,897 |
| | — |
| | 2,897 |
|
TEN | 995 |
| | — |
| | 995 |
| | 1,932 |
| | — |
| | 1,932 |
|
Ceiba / Okume | — |
| | 950 |
| | 950 |
| | — |
| | 2,830 |
| | 2,830 |
|
| 2,895 |
| | 950 |
| | 3,845 |
| | 4,829 |
| | 2,830 |
| | 7,659 |
|
Revenues: | | | | | | | | | | | |
Oil and gas sales | $ | 215,191 |
| | |