Past year: ▼ 72%(56.4c – 2.29 USD)
Each one in plain English, with the numbers worked through for a shareholder.
4 Jan 2016listing compliance notice▼ BadMajor
On December 28, 2015 the NYSE sent a second notice: PetroQuest's average market value fell below $50 million over 30 trading days while its stockholders' equity was also under $50 million. The company has 45 days to submit a business plan to regain compliance within 18 months, and the stock keeps trading in the meantime. This adds to the share-price notice of December 8.
14 Dec 2015listing compliance notice▼ BadMajor
On December 8, 2015 the NYSE told PetroQuest it fell short of the continued listing rule because the average share price was below $1.00 for over 30 consecutive trading days. The company has six months to get back above $1.00 (closing price and 30-day average) to avoid delisting, and the stock stays listed meanwhile. This is a new listing issue, separate from the clerical NYSE letter of 2013.
8 Sept 2015material agreement▼ BadMajor
On September 8, 2015 PetroQuest signed a Twelfth Amendment to its bank credit agreement: the borrowing base and lender commitments were each cut from $70 million to $55 million, and the debt to EBITDAX limits were reset (4.0x for Sept 30, 2015, then 4.5x or 5.75x depending on unused availability, 5.0x from March 2017). It allows the company to redeem the 2017 notes with cash by June 30, 2016 if at least 25% availability remains, and requires a first-priority lien on at least 90% of oil and gas property value. No borrowings were outstanding at August 31, 2015.
5 June 2015asset acquisition disposition● NeutralMajor
On June 4, 2015 PetroQuest sold most of its Woodford Shale and Mississippian Lime assets to WSGP Gas Producing, LLC for gross proceeds of about $280 million (before post-closing adjustments, effective Jan 1, 2015); about $14 million of that is deferred and tied to wells PetroQuest operates for WSGP. WSGP is the same buyer of the 2010 Woodford half-stake sale. In the same filing, the Eleventh Amendment to the bank credit agreement cut the borrowing base from $190 million to $70 million (commitments from $170 million to $70 million, settling the interim review due by July 1), released liens on Oklahoma assets, allowed up to $350 million of second-lien debt (no more than $50 million for purposes other than redeeming the 2017 notes), extended maturity to June 4, 2020 (or Feb 19, 2017 if 2017 notes remain unrefinanced), and replaced the covenants with a max total debt/EBITDAX of 4.0x and a 1.0x current ratio. This resolves the earlier open Woodford/WSGP thread in part (deferred payments now set out) and the interim redetermination thread.
30 Mar 2015material agreement▼ BadMajor
On March 27, 2015 PetroQuest signed a Tenth Amendment: the borrowing base was cut from $220 million to $190 million (commitments unchanged at $170 million) and the minimum current assets to current liabilities ratio was lowered to 0.75x for the March and June 2015 quarters, then 1.0x. The company had $85 million drawn as of March 30, says it is in compliance, and has requested an interim redetermination by July 1, 2015 so its Thunder Bayou discovery well, expected to start production in early May 2015 at about 38,000 Mcfe/d, can be counted.
26 Feb 2015material agreement● Neutral
On February 26, 2015 PetroQuest signed a Ninth Amendment to its bank credit agreement, replacing the 3.5x total debt to EBITDAX limit with a 2.25x limit on senior secured debt only, and adding a minimum EBITDAX to cash interest ratio of 2.0x from the March 31, 2015 quarter. The CEO's comment links the change to flexibility in 'the current pricing environment' and the filing's risk language cites depressed oil prices since the end of 2014.
30 Sept 2014debt financing▲ Good
On September 29, 2014 PetroQuest signed an Eighth Amendment raising the borrowing base from $200 million to $220 million and lender commitments from $150 million to $170 million, as the scheduled autumn review. A press release also says the Eagle Ford assets were sold in September 2014 for net proceeds of about $9.7 million; this closes the open Eagle Ford sale thread (the buyer is not named in the text).
31 Mar 2014material agreement● Neutral
On March 31, 2014 PetroQuest signed a Seventh Amendment to its bank credit agreement: lenders changed the rule on hedging (swap) agreements, kept the borrowing base at $200 million, and added Bank of America and The Bank of Nova Scotia as new lenders. This continues the series of amendments, and the lender group is now six banks.
17 Sept 2013business combination● Neutral
On September 17, 2013 PetroQuest filed Amendment No. 1 to its S-4, continuing the August 15 offer to swap the $200 million of 10% Senior Notes due 2017 sold in July for identical registered notes, with a consent request to strip most restrictive covenants from the old notes. The company receives no cash, and the expiration date is still blank in this text, so the offer has not yet completed.
15 Aug 2013business combination● Neutral
On August 15, 2013 PetroQuest filed a registration statement to swap the $200 million of 10% Senior Notes due 2017 sold in July for identical registered notes, as required by the registration rights agreement. The exchange also asks holders for consent to strip most restrictive covenants from the old notes. The company receives no cash, and the new notes will join the existing 2017 notes as one series. This is a routine follow-through on the July notes offering and does not change shareholders' equity.
3 July 2013asset acquisition disposition● NeutralMajor
On July 3, 2013 PetroQuest closed the $200 million offering of 10% Senior Notes due 2017, guaranteed by PetroQuest Energy L.L.C. and TDC Energy LLC. The notes are unsecured, rank equally with the existing $150 million of 10% notes, and sit behind the secured bank facility. The company also agreed to register the notes for exchange, with extra interest of up to 1% a year if this is not done within 300 days. The filing also lists an Item 2.01 completion of the Gulf of Mexico acquisition announced June 19, but the text provided is cut off before the closing details, so the closing and final price are not confirmed here.
28 June 2013material agreement● NeutralMajor
On June 28, 2013 PetroQuest priced $200 million of new 10% Senior Notes due 2017, issued at face value plus interest from March 1, 2013, with terms substantially identical to its existing $150 million of 10% notes due 2017. The money is meant to pay for the Gulf of Mexico acquisition announced June 19, with any remainder for general corporate purposes. If the Hall acquisitions have not closed by Aug 9, 2013, the notes are redeemed from escrowed funds, and $50 million must be redeemed if the GOM-H purchase does not close. This is the permanent financing for the acquisition, replacing the bridge commitment in practice.
20 June 2013debt financing● NeutralMajor
On June 19, 2013 PetroQuest agreed to buy producing shallow-water Gulf of Mexico oil and gas assets from Hall-Houston Exploration II, III and IV and GOM-H Exploration for about $193 million in cash, effective Jan 1, 2013, with closing expected around July 3, 2013; a $5 million deposit is held in escrow. A Sixth Amendment to the credit facility permits the deal (if liquidity stays at $40 million or more), allows up to $200 million of acquisition debt, raises the borrowing base from $150 million to $200 million and lender commitments from $100 million to $150 million once the Hall-Houston purchases complete, and loosens the debt-to-EBITDAX limit from 3.0x to 3.5x from Sept 30, 2013. A bridge loan commitment of up to $185 million is in place as a backstop if other financing is not obtained. This is a new acquisition and is separate from the Eagle Ford sale permitted in March.
13 May 2013listing compliance notice● Neutral
The NYSE sent PetroQuest a letter on May 10, 2013 because it gave the exchange the wrong record date for its May 21, 2013 annual meeting (March 11 reported, March 25 actual). The company called it a clerical error and an isolated incident. The NYSE letter says the company has not fallen below any financial or other continued listing standard.
29 Mar 2013debt financing▲ GoodMajor
On March 29, 2013 PetroQuest signed a Fifth Amendment raising its borrowing base from $130 million to $150 million. This was treated as the scheduled redetermination. The amendment permits an 'Eagle Ford Sale' and disregards those assets for borrowing base reductions if the sale closes by September 30, 2013. The filing also reports new gas swaps for April to December 2013, 5,000 MMbtu a day each at $4.05 and $3.74. The company says it now has about 13.1 Bcf of gas hedged for 2013 (49% of estimated gas production at an average $3.57/Mcf) and about 3.7 Bcf for 2014.
4 Oct 2011debt financing▲ GoodMajor
On October 4, 2011 PetroQuest signed a Fourth Amendment to its credit agreement, extending maturity to October 3, 2016 and raising the borrowing base from $100 million to $125 million. Lender commitments are $100 million and can rise to $300 million. The company had no borrowings outstanding and was in compliance with its covenants. The amendment also permits up to $10 million of share buybacks, subject to a liquidity test, and lowers the share of properties that must be pledged as security from 85% to 80%.
14 Sept 2011drilling progress report▲ GoodMajor
PetroQuest closed the purchase of 28,250 acres of Mississippian Lime in Pawnee County, Oklahoma for an adjusted $24.1 million. The acreage has about 50 Boe/d of production and five saltwater disposal wells. It then sold a 50% working interest in the Pawnee acreage for about $14.5 million. The company now has about 24,000 net acres in Oklahoma and Kansas and expects to spud its first Mississippian Lime well near the end of the year. This is a new area for the company.
19 Aug 2010security holder rights change▲ GoodMajor
On August 19, 2010 PetroQuest closed the $150 million 10% Senior Notes due 2017 (due September 1, 2017, guaranteed by its subsidiaries, with interest starting March 1, 2011). It also bought a majority of the 2012 notes in the tender offer, and a supplemental indenture removed substantially all of that older issue's restrictive covenants. The remaining proceeds and cash on hand are intended to redeem or repurchase any 2012 notes not tendered. This completes the refinancing started earlier in the month.
16 Aug 2010material agreement▲ GoodMajor
On August 12, 2010 PetroQuest priced a $150 million public offering of 10% Senior Notes due 2017 at par, with closing set for August 19, 2010. Net proceeds of about $146.2 million are meant to fund the tender offer and consent solicitation for the 10 3/8% notes due 2012. This is the new debt that replaces the 2012 notes, at a lower stated interest rate and a later maturity.
6 Aug 2010material agreement● NeutralMajor
On August 5, 2010 PetroQuest started a cash tender offer for all of its $150 million 10 3/8% Senior Notes due 2012, and asked holders to consent to removing most of the notes' restrictive covenants. A Third Amendment to the bank credit agreement the same day lets it issue up to $200 million of new debt to refinance those notes. It also gives more time and options to repay if the borrowing base is cut. This acts on the open question of how the 2012 notes would be dealt with.
25 May 2010material agreement▲ GoodMajor
On May 24, 2010 PetroQuest sold WSGP Gas Producing, LLC (a NextEra Energy Resources subsidiary) an undivided 50% of its proven undeveloped Woodford Shale reserves, plus certain rights over 50% of its undeveloped Woodford acreage, for $60 million cash. WSGP will also pay $14 million on Nov 30, 2011, and a further $14 million if drilling performance targets are met. It will fund part of PetroQuest's drilling costs, up to $54 million in Phase 1 and up to $92.6 million in Phase 2 if it opts in. This is a partial sale of the Woodford Shale position that was under strategic review, and it creates a new joint venture partner.
1 Oct 2009material agreement● NeutralMajor
On September 30, 2009 PetroQuest amended its bank credit agreement a second time, cutting the borrowing base from $130 million to $100 million effective October 1, 2009. This is the redetermination that was due by Sept 30, 2009. The company had $100 million drawn and said it was in compliance with its covenants. It estimated cash of about $80 million. The amendment removes the $10 million minimum liquidity requirement and lets certain property sales be paid in asset exchanges rather than only cash. A same-day press release also raised third quarter production guidance, but the filing gives no figures for it.
26 June 2009material agreement● NeutralMajor
On June 24, 2009 PetroQuest priced a public offering of 10,000,000 new common shares at $3.50 each, with underwriters then taking an extra 1,500,000 shares, for expected net proceeds of about $37.7 million. Closing was scheduled for June 30, 2009. This dilutes existing shareholders by issuing 11.5 million new shares and brings in cash; the filing does not say how the money will be used.
24 Mar 2009material agreement▼ BadMajor
On March 24, 2009 PetroQuest amended its October 2008 credit agreement, cutting the borrowing base from $150 million to $130 million. The amendment adds a requirement to keep at least $10 million of liquidity, raises interest margins (Eurodollar margin now 2.5% to 3.5%, previously 1.5% to 2.25%), and waives the company's failure to deliver a reserve report and related items by March 1, 2009. The company estimated cash of about $30 million at February 28, 2009. This reverses the run of borrowing base increases through 2008.
6 Oct 2008debt financing● NeutralMajor
On October 2, 2008 PetroQuest replaced its prior credit facility with a new $300 million revolving credit facility (JPMorgan Chase as agent, with Calyon, Bank of America, Wells Fargo and Whitney) maturing February 10, 2012, or October 2, 2013 if the 10 3/8% senior notes due 2012 are prepaid or refinanced. The initial borrowing base is $150 million, the facility is secured by liens on substantially all assets of the borrower and subsidiaries, and $62 million was outstanding. Covenants include a maximum debt to EBITDAX of 3.0x and a minimum current ratio of 1.0x. Before the replacement, lenders had waived the current-ratio covenant from September 30 to November 30, 2008.
25 Apr 2008debt financing▲ Good
On April 22, 2008 PetroQuest signed Amendment No. 5 to its credit agreement, raising the borrowing base from $80.0 million to $95.0 million, effective April 1, 2008. This is more borrowing capacity, not new debt drawn.
18 Sept 2007debt financing● Neutral
On September 17, 2007 PetroQuest signed Amendment No. 3 to its credit agreement, raising the borrowing base from $77.5 million to $80.0 million. The amendment also allows the sale of its Woodford Shale gas gathering systems in southeast Oklahoma and waives the current-ratio covenant for all periods through December 31, 2007. The company says it is evaluating strategic alternatives for those systems, no transaction is agreed, and it will not give updates until a deal is signed or the process ends. The waiver suggests (inference) the ratio might otherwise have been hard to meet.
21 Nov 2006material agreement▲ Good
On November 16, 2006 PetroQuest signed Amendment No. 2 to its credit agreement with JPMorgan Chase, Macquarie and Calyon, raising the borrowing base from $67.5 million to $75 million after a regular redetermination. This is added borrowing capacity, not new borrowing, and continues the series of increases from $40 million earlier in 2006.
18 Aug 2006material agreement● Neutral
On August 17, 2006 the board approved an Annual Cash Bonus Plan with eight employee tiers, from the CEO down to administrative staff. Awards depend on criteria including stock performance, drilling success rates and earnings-per-share growth, and are at the compensation committee's discretion, including the discretion to pay nothing if the company's finances do not warrant it. On a change of control, participants get a pro-rated target bonus. The filing gives no dollar amounts.
11 Aug 2006material agreement● Neutral
On August 9, 2006 the compensation committee granted CEO Charles Goodson options on 81,159 shares and 212,578 shares of restricted stock, on the same terms as the other executives' May grants (options vest over three years, restricted stock over five, both fully vest on a change of control). He had received no grant in May; this adds to potential share dilution.
