Liquidity and Ability to Continue as a Going Concern [Text Block] | Chapter 11 Proceedings , Ability to Continue as a Going Con cern Chapter 11 Proceedings On April 29, 2016 (the “Petition Date”), to restructure their respective obligations and capital structures, Ultra Petroleum Corp. (the “Company”) and each of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ chapter 11 cases are bei ng jointly administered for procedural purposes under the caption In re Ultra Petroleum Corp., et al, Case No. 16-32202 (MI) ( Bankr . S.D. Tex.). Information about our chapter 11 cases is available at our website (www.ultrapetroleum.com) and also at a websi te maintained by our claims agent, Epiq Systems (http://dm.epiq11.com/UPT/Docket). We are currently operating our business as a debtor-in-possession in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. After we filed our chapter 11 petitions, the Bankruptcy Court granted certain relief requested by the Debtors enabling us to conduct our business activities in the ordinary course, including, among other things and subject to the terms and conditions of s uch orders, authorizing us to pay employee wages and benefits, to pay taxes and certain governmental fees and charges, to continue to operate our cash management system in the ordinary course, to remit funds we hold from time to time for the benefit of thi rd parties (such as royalty owners), and to pay the prepetition claims of certain of our vendors that hold liens under applicable non-bankruptcy law. For goods and services provided following the Petition Date, we intend to pay vendors in full under norma l terms. Subject to certain exceptions provided for in section 362 of the Bankruptcy Code, all judicial and administrative proceedings against us or our property were automatically enjoined, or stayed, as of the Petition Date. In addition, the filing of new judicial or administrative actions against us or our property for claims arising prior to the date on which our chapter 11 cases were filed were automatically enjoined. This prohibits, for example, our lenders or noteholders from pursuing claims for de faults under our debt agreements and our contract counterparties from pursuing claims for defaults under our contracts. Accordingly, unless the Bankruptcy Court agrees to lift the automatic stay, all of our prepetition liabilities and obligations should be settled or compromised under the Bankruptcy Code as part of our chapter 11 proceedings . Our operations and ability to execute our business remain subject to the risks and uncertainties described in Item 1A, “Risk Factors” in our Annual Report on Form 10- K for our fiscal year ended December 31, 2015, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and this Quarterly Report on Form 10-Q. These include risks and uncertainties arising as a result of our chapter 11 proceedings, and the number and nature of our outstanding shares and shareholders, assets, liabilities, officers and/or directors could change materially because of our chapter 11 cases. In addition, the description of our operations, properties and capital plans included in t his Quarterly Report on Form 10-Q may not accurately reflect our operations, properties and capital plans after we emerge from chapter 11. Creditors’ Committees – Appointment & Formation On May 5, 2016, the United States Trustee for the Southern District of Texas appointed an official committee for unsecured creditors of all of the Debtors (the “UCC”). In addition, certain other stakeholders have organized for purposes of participating in the Debtors’ chapter 11 cases: on June 8, 2016, an informal ad hoc committee of unsecured creditors of our subsidiary, Ultra Resources, Inc., notified the Bankruptcy Court it had formed and iden tified its members and, on June 13, 2016, an informal ad hoc committee of the holders of senior notes issued by the Company notified the Bankruptcy Court it had formed and identified its members. A group of unaffiliated holders of the Company’s common stoc k has also advised the Company that it may participate in the Debtors’ chapter 11 cases. We expect each of the committees to be involved in our chapter 11 cases, and any disagreements with any of the committees may extend our chapter 11 cases, increase the cost of our chapter 11 cases, and/or delay our emergence from chapter 11. Magnitude of Potential Claims On June 8, 2016, the Debtors filed with the Bankruptcy Court schedules and statements (the “Schedules and Statements”) setting forth, among other thi ngs, the assets and liabilities of the Debtors, subject to the assumptions filed in connection therewith. The Schedules and Statements may be subject to further amendment or modification after filing. Certain holders of prepetition claims are required to file proofs of claim by the deadline for filing certain proofs of claims in the Debtors’ Chapter 11 cases, which deadline is September 1, 2016, for prepetition general unsecured claims and October 26, 2016, for governmental claims. Differences between amo unts scheduled by the Debtors and claims by creditors will be investigated and resolved in connection with the claims resolution process. In light of the expected number of creditors, the claims resolution process may take considerable time to complete and we expect will continue after our emergence from bankruptcy. Accordingly, the ultimate number and amount of allowed claims is not presently known, nor can the ultimate recovery with respect to allowed claims be presently ascertained. Exclusivity; Plan of Reorganization Under the Bankruptcy Code, we have the exclusive right to file a plan of reorganization under chapter 11 through and including August 29, 2016, and to solicit acceptances of such plan through October 26, 2016. On July 27 , 2016, we filed a motion seeking an extension of the exclusive chapter 11 plan filing period through and including February 28 , 201 7 , and the exclusive plan solicitation period through and including April 30, 2017, and to allow us adequate time to complete the critica l tasks necessary and appropriate for the development and negotiation of a plan of reorganization. A hearing to address our request for the extension is scheduled for August 25 , 2016 . We plan to emerge from our chapter 11 cases after we obtain approval fr om the Bankruptcy Court for a chapter 11 plan of reorganization. Among other things, a chapter 11 plan of reorganization will determine the rights and satisfy the claims of our creditors and security holders. The terms and conditions of a chapter 11 plan o f reorganization will be determined through negotiations with our stakeholders and, possibly, decisions by the Bankruptcy Court. Under the absolute priority scheme established by the Bankruptcy Code, unless our creditors agree otherwise, all of our prepet ition liabilities and postpetition liabilities must be satisfied in full before the holders of our existing common stock can receive any distribution or retain any property under a plan of reorganization. The ultimate recovery to creditors and/or sharehold ers, if any, will not be determined until confirmation and implementation of a plan or plans of reorganization. We can give no assurance that any recovery or distribution of any amount will be made to any of our creditors or shareholders. Our plan of reorg anization could result in any of the holders of our liabilities and/or securities, including our common stock, receiving no distribution on account of their interests and cancellation of their holdings. Moreover, a plan of reorganization can be confirmed, under the Bankruptcy Code, even if the holders of our common stock vote against the plan and even if the plan provides that the holders of our common stock receive no distribution on account of their equity interests. Liabilities Subject to Compromise We have applied Accounting Standards Codification (“ASC”) 852, Reorganizations, in preparing the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. In addition, the consolidated financial statements presented here inc lude amounts classified as “liabilities subject to compromise.” This amount represents estimates of known or potential prepetition claims expected to be resolved in connection with our chapter 11 proceedings. Additional amounts may be included in liabiliti es subject to compromise in future periods if we elect to reject executory contracts and unexpired leases as part of our chapter 11 cases. Due to the uncertain nature of many of the potential claims, the magnitude of potential claims is not reasonably esti mable at this time. Potential claims not currently included with liabilities subject to compromise in our Consolidated Balance Sheets may be material. In addition, differences between amounts we are reporting as liabilities subject to compromise in this Qu arterly Report on Form 10-Q and the amounts attributable to such matters claimed by our creditors or approved by the Bankruptcy Court may be material. We will continue to evaluate our liabilities throughout the chapter 11 process, and we plan to make adjus tments in future periods as necessary and appropriate. Such adjustments may be material. Under the Bankruptcy Code, we may assume, assign, or reject certain executory contracts and unexpired leases, subject to the approval of the Bankruptcy Court and certain other conditions. If we reject a contract or lease, such rejection generally (1) is treated as a prepetition breach of the contract or lease, (2) subject to certain exceptions, relieves the Debtors of performing their future obligations under such contract or lease, and (3) entitles the counterparty thereto to a prepetition general unsecured claim for damages caused by such deemed breach. If we assume an executory contract or unexpired lease, we are generally required to cure any existing monetary d efaults under such contract or lease and provide adequate assurance of future performance to the counterparty. Accordingly, any description of an executory contract or unexpired lease in this Quarterly Report on Form 10-Q, including any quantification of o ur obligations under any such contract or lease, is wholly qualified by the rejection rights we have under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission with respect to any claim amounts or calculations arising from the re jection of any executory contract or unexpired lease and we expressly preserve all of our rights with respect thereto. The following table summarizes the components of liabilities subject to compromise included in our Consolidated Balance Sheets as of June 30, 2016 : June 30, 2016 Accounts payable $ 2,717 Accrued liabilities 9,328 Accrued interest payable 99,774 Debt 3,759,000 Other terminated contracts 23,186 Other 383 Liabilities subject to compromise $ 3,894,388 Schedules and Statements – Claims & Claims Resolution Process To the best of our knowledge, we have notified all of our known current or potential creditors that the Debtors have filed chapter 11 cases. In addition, on June 8, 2016, each of the Debtors filed a Schedule of Assets and Liabilities and Statement of Financial Affairs (collectively, the “Schedules and Statements”) with the Bankruptcy Court. These documents set forth, among other things, the assets and liabilities of each of the Debtors, includ ing executory contracts to which each of the Debtors is a party, are subject to the qualifications and assumptions included therein, and are subject to amendment or modification as our chapter 11 cases proceed. Many of the claims identified in the Schedul es and Statements are listed as disputed, contingent or unliquidated. In addition, there may be differences between the amounts for certain claims listed in the Schedules and Statements and the amounts claimed by our creditors. We anticipate that such diff erences, as well as other disputes and contingencies will be investigated and resolved as part of our claims resolution process in our chapter 11 cases. Pursuant to the Federal Rules of Bankruptcy Procedure, creditors who wish to assert prepetition claims against us and whose claim ( i ) is not listed in the Schedules and Statements or (ii) is listed in the Schedules and Statements as disputed, contingent, or unliquidated, must file a proof of claim with the Bankruptcy Court prior to the bar date set by the court. The bar dates are September 1, 2016, for non-governmental creditors, and October 26, 2016, for governmental creditors. As of July 31, 2016, approximately $ 13.2 million in claims have been filed with the Bankruptcy Court against the Debtors by 120 claimants . We expect additional claims to be filed prior to the bar dates. In addition, creditors who have already filed claims may amend or modify their claims in ways we cannot now predict. The amounts of additional claims may be material. Similarly, ame ndments or modifications to claims already filed may be material. We anticipate the claims filed against the Debtors in our chapter 11 proceedings will be voluminous. We expect the process of resolving claims filed against the Debtors to be complex. We pl an to investigate and evaluate all filed claims in connection with our plan of reorganization. As part of the process, we will work to resolve differences in amounts scheduled by the Debtors and the amounts of claims filed by creditors, including through t he filing of objections with the Bankruptcy Court where appropriate. We anticipate the claims resolution process will take substantial time to complete, and it may continue after our emergence from bankruptcy. Accordingly, the ultimate number and amount of claims that will be allowed against the Debtors is not presently known, nor can the ultimate recovery with respect to allowed claims be presently ascertained. Tax Attributes; Net Operating Loss Carryforwards We have substantial tax net operating loss carryforwards and other tax attributes. Under the U.S. Internal Revenue Code, our ability to use these net operating losses and other tax attributes may be limited if we experience a change of control, as determined under the U.S. Internal Revenue Code. A ccordingly, we obtained an order from the Bankruptcy Court that is intended to protect our ability to use our tax attributes by imposing certain notice procedures and transfer restrictions on the trading of the Company’s common stock. In general, the orde r applies to any person or entity that, directly or indirectly, beneficially owns (or would beneficially own as a result of a proposed transfer) at least 4.5% of the Company’s common stock. Such persons are required to notify us and the Bankruptcy Court be fore effecting a transaction that might result in us losing the ability to use our tax attributes, and we have the right to seek an injunction to prevent the transaction if it might adversely affect our ability to use our tax attributes. Any purchase, sale or other transfer of our equity securities in violation of the restrictions of the order is null and void ab initio as an act in violation of a Bankruptcy Court order and would therefore confer no rights on a proposed transferee. Costs of Reorganizat ion We have incurred and will continue to incur significant costs associated with our reorganization and the chapter 11 proceedings. We expect these costs, which are being expensed as incurred, will significantly affect our results of operations. In addit ion, a non-cash charge to write-off the unamortized debt issuance costs related to our funded indebtedness is included in “Reorganization items, net” as these debt instruments are expected to be impacted by the bankruptcy reorganization process. For additi onal information about the costs of our reorganization and chapter 11 proceedings, see “Reorganization items, net” below. The following table summarizes the components included in Reorganization items, net in our Consolidated Statements of Operations for the three and six months ended June 30, 2016 : For the Three Months Ended For the Six Months Ended June 30, 2016 June 30, 2016 Professional fees(1) $ 3,582 $ 3,582 Deferred financing costs(2) 18,742 18,742 Other(3) (141) (141) Total Reorganization items, net $ 22,183 $ 22,183 (1) Non-cash item representing accrued, unpaid professional fees related directly to the chapter 11 filings for the quarter and six months ended June 30, 2016 . (2) A non-cash charge to write-off all of the unamortized debt issuance costs related to the unsecured Credit Agreement, unsecured Senior Notes issued by Ultra Resources, Inc., the unsecured 2018 Senior Notes issued by the Company and the unsecured 2024 Senior Notes issued by the Company is included in Reorganization items, net as t hese debt instruments are expected to be impacted by the bankruptcy reorganization process. (3) Cash interest income earned for the period after the Petition Date on excess cash over normal invested capital . Ability to Continue as a Going Concern The conde nsed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitm ents in the normal course of business. The condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of our chapter 11 proceedings. We have significant indebtedness, all of which we have reclassified to l iabilities subject to compromise at June 30, 2016 . Our level of indebtedness has adversely impacted and is continuing to adversely impact our financial condition. As a result of our financial condition, the defaults under our debt agreements, and the risks and uncertainties surrounding our chapter 11 proceedings, substantial doubt exists that we will be able to continue as a going concern . |