Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | Denver Parent Corporation | |
Entity Central Index Key | 1588242 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,297,459 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $8,054 | $15,656 |
Accounts receivable | 12,307 | 14,912 |
Inventories | 3,386 | 3,370 |
Other current assets | 3,337 | 4,721 |
Commodity derivatives | 49,484 | 48,298 |
Total current assets | 76,568 | 86,957 |
Oil and gas properties, full cost method of accounting | ||
Proved | 1,868,441 | 1,866,415 |
Unproved | 8,522 | 8,360 |
Accumulated depletion | -1,409,110 | -1,400,738 |
Net oil and gas properties | 467,853 | 474,037 |
Other property and equipment, net of accumulated depreciation and amortization of $14,566 and $15,015 at December 31, 2014 and March 31, 2015, respectively | 14,071 | 14,477 |
Net property, plant and equipment | 481,924 | 488,514 |
OTHER ASSETS: | ||
Commodity derivatives | 26,647 | 29,793 |
Deferred loan costs | 11,186 | 11,614 |
Other | 4,082 | 4,069 |
Total other assets | 41,915 | 45,476 |
TOTAL ASSETS | 600,407 | 620,947 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 18,073 | 20,535 |
Interest payable | 5,535 | 17,329 |
Share-based compensation | 602 | 2,236 |
Total current liabilities | 24,210 | 40,100 |
LONG-TERM DEBT | 855,736 | 840,065 |
ASSET RETIREMENT OBLIGATIONS | 30,848 | 30,351 |
SHARE-BASED COMPENSATION | 731 | 648 |
Total liabilities | 911,525 | 911,164 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock, $.01 par value (200,000,000 shares authorized for Venoco and 100,000,000 authorized for DPC; 29,936,378 Venoco shares issued and outstanding at December 31, 2014 and March 31, 2015; 30,297,459 DPC shares issued and outstanding at December 31, 2014 and March 31, 2015) | 303 | 303 |
Additional paid-in capital | 74,398 | 73,902 |
Retained earnings (accumulated deficit) | -385,819 | -364,422 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -311,118 | -290,217 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 600,407 | 620,947 |
Venoco, Inc. | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | 7,921 | 15,455 |
Accounts receivable | 12,307 | 14,912 |
Inventories | 3,386 | 3,370 |
Other current assets | 3,333 | 4,715 |
Commodity derivatives | 49,484 | 48,298 |
Total current assets | 76,431 | 86,750 |
Oil and gas properties, full cost method of accounting | ||
Proved | 1,868,441 | 1,866,415 |
Unproved | 8,522 | 8,360 |
Accumulated depletion | -1,409,110 | -1,400,738 |
Net oil and gas properties | 467,853 | 474,037 |
Other property and equipment, net of accumulated depreciation and amortization of $14,566 and $15,015 at December 31, 2014 and March 31, 2015, respectively | 14,071 | 14,477 |
Net property, plant and equipment | 481,924 | 488,514 |
OTHER ASSETS: | ||
Commodity derivatives | 26,647 | 29,793 |
Deferred loan costs | 6,962 | 7,128 |
Other | 4,082 | 4,069 |
Total other assets | 37,691 | 40,990 |
TOTAL ASSETS | 596,046 | 616,254 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 18,073 | 20,535 |
Interest payable | 5,535 | 17,329 |
Share-based compensation | 602 | 2,236 |
Total current liabilities | 24,210 | 40,100 |
LONG-TERM DEBT | 571,400 | 565,000 |
ASSET RETIREMENT OBLIGATIONS | 30,848 | 30,351 |
SHARE-BASED COMPENSATION | 731 | 648 |
Total liabilities | 627,189 | 636,099 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock, $.01 par value (200,000,000 shares authorized for Venoco and 100,000,000 authorized for DPC; 29,936,378 Venoco shares issued and outstanding at December 31, 2014 and March 31, 2015; 30,297,459 DPC shares issued and outstanding at December 31, 2014 and March 31, 2015) | 299 | 299 |
Additional paid-in capital | 285,616 | 285,120 |
Retained earnings (accumulated deficit) | -317,058 | -305,264 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -31,143 | -19,845 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $596,046 | $616,254 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Other property and equipment, accumulated depreciation and amortization (in dollars) | $15,015 | $14,566 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,297,459 | 30,297,459 |
Common stock, shares outstanding | 30,297,459 | 30,297,459 |
Venoco, Inc. | ||
Other property and equipment, accumulated depreciation and amortization (in dollars) | $15,015 | $14,566 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 29,936,378 | 29,936,378 |
Common stock, shares outstanding | 29,936,378 | 29,936,378 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
REVENUES: | ||
Oil and natural gas sales | $19,749 | $62,538 |
Other | 669 | 459 |
Total revenues | 20,418 | 62,997 |
EXPENSES: | ||
Lease operating expense | 14,932 | 19,468 |
Property and production taxes | 2,132 | 1,736 |
Transportation expense | 47 | 57 |
Depletion, depreciation and amortization | 8,821 | 11,176 |
Accretion of asset retirement obligations | 497 | 667 |
General and administrative, net of amounts capitalized | 6,738 | 8,916 |
Total expenses | 33,167 | 42,020 |
Income (loss) from operations | -12,749 | 20,977 |
FINANCING COSTS AND OTHER: | ||
Interest expense, net | 20,682 | 21,123 |
Amortization of deferred loan costs | 871 | 1,077 |
Commodity derivative losses (gains), net | -12,905 | -2,095 |
Total financing costs and other | 8,648 | 20,105 |
Income (loss) before income taxes | -21,397 | 872 |
Net income (loss) | -21,397 | 872 |
Venoco, Inc. | ||
REVENUES: | ||
Oil and natural gas sales | 19,749 | 62,538 |
Other | 669 | 459 |
Total revenues | 20,418 | 62,997 |
EXPENSES: | ||
Lease operating expense | 14,932 | 19,468 |
Property and production taxes | 2,132 | 1,736 |
Transportation expense | 47 | 57 |
Depletion, depreciation and amortization | 8,821 | 11,176 |
Accretion of asset retirement obligations | 497 | 667 |
General and administrative, net of amounts capitalized | 6,670 | 8,662 |
Total expenses | 33,099 | 41,766 |
Income (loss) from operations | -12,681 | 21,231 |
FINANCING COSTS AND OTHER: | ||
Interest expense, net | 11,411 | 12,940 |
Amortization of deferred loan costs | 607 | 833 |
Commodity derivative losses (gains), net | -12,905 | -2,095 |
Total financing costs and other | -887 | 11,678 |
Income (loss) before income taxes | -11,794 | 9,553 |
Net income (loss) | ($11,794) | $9,553 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) | Venoco, Inc. | Total |
In Thousands, except Share data, unless otherwise specified | Venoco, Inc. | Venoco, Inc. | Venoco, Inc. | |||||
BALANCE at Dec. 31, 2014 | $299 | $303 | $285,120 | $73,902 | ($305,264) | ($364,422) | ($19,845) | ($290,217) |
BALANCE (in shares) at Dec. 31, 2014 | 29,936,000 | 30,297,000 | 29,936,378 | 30,297,459 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Excess of share-based compensation expense recognized over payments made | 496 | 496 | 496 | 496 | ||||
Net income (loss) | -11,794 | -21,397 | -11,794 | -21,397 | ||||
BALANCE at Mar. 31, 2015 | $299 | $303 | $285,616 | $74,398 | ($317,058) | ($385,819) | ($31,143) | ($311,118) |
BALANCE (in shares) at Mar. 31, 2015 | 29,936,000 | 30,297,000 | 29,936,378 | 30,297,459 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | ($21,397) | $872 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depletion, depreciation and amortization | 8,821 | 11,176 |
Accretion of asset retirement obligations | 497 | 667 |
Share-based compensation | 496 | 1,600 |
Interest paid-in-kind | 8,974 | 3,065 |
Amortization of deferred loan costs | 871 | 1,077 |
Amortization of bond discounts and other | 297 | 261 |
Unrealized commodity derivative (gains) losses and amortization of premiums | 1,960 | -5,620 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,605 | 5,171 |
Inventories | -16 | 431 |
Other current assets | 1,350 | 1,058 |
Other assets | -13 | 216 |
Accounts payable and accrued liabilities | -13,624 | -17,548 |
Share-based compensation liabilities | -1,551 | -13,950 |
Net cash provided by (used in) operating activities | -10,730 | -11,524 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for oil and natural gas properties | -4,596 | -26,182 |
Acquisitions of oil and natural gas properties | -10 | -16 |
Expenditures for other property and equipment | -43 | -177 |
Proceeds provided by sale of oil and natural gas properties | 1,786 | |
Net cash provided by (used in) investing activities | -2,863 | -26,375 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from long-term debt | 15,000 | 97,000 |
Principal payments on long-term debt | -8,600 | -55,000 |
Payments for deferred loan costs | -409 | -17 |
Net cash provided by (used in) financing activities | 5,991 | 41,983 |
Net (decrease) increase in cash and cash equivalents | -7,602 | 4,084 |
Cash and cash equivalents, beginning of period | 15,656 | 17,336 |
Cash and cash equivalents, end of period | 8,054 | 21,420 |
Supplemental Disclosure of Cash Flow Information- | ||
Cash paid for interest | 23,187 | 39,941 |
Supplemental Disclosure of Noncash Activities- | ||
(Decrease) increase in accrued capital expenditures | -632 | 80 |
Excess of share-based compensation expense recognized over payments made | 496 | |
Venoco, Inc. | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | -11,794 | 9,553 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depletion, depreciation and amortization | 8,821 | 11,176 |
Accretion of asset retirement obligations | 497 | 667 |
Share-based compensation | 496 | 1,600 |
Amortization of deferred loan costs | 607 | 833 |
Unrealized commodity derivative (gains) losses and amortization of premiums | 1,960 | -5,620 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,605 | 5,025 |
Inventories | -16 | 431 |
Other current assets | 1,350 | 1,123 |
Other assets | -13 | 216 |
Accounts payable and accrued liabilities | -13,624 | -6,767 |
Share-based compensation liabilities | -1,551 | -13,950 |
Net cash provided by (used in) operating activities | -10,662 | 4,287 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for oil and natural gas properties | -4,596 | -26,182 |
Acquisitions of oil and natural gas properties | -10 | -16 |
Expenditures for other property and equipment | -43 | -177 |
Proceeds provided by sale of oil and natural gas properties | 1,786 | |
Net cash provided by (used in) investing activities | -2,863 | -26,375 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from long-term debt | 15,000 | 97,000 |
Principal payments on long-term debt | -8,600 | -55,000 |
Payments for deferred loan costs | -409 | -13 |
Dividend to Denver Parent Corporation | -3,905 | |
Net cash provided by (used in) financing activities | 5,991 | 38,082 |
Net (decrease) increase in cash and cash equivalents | -7,534 | 15,994 |
Cash and cash equivalents, beginning of period | 15,455 | 828 |
Cash and cash equivalents, end of period | 7,921 | 16,822 |
Supplemental Disclosure of Cash Flow Information- | ||
Cash paid for interest | 23,187 | 24,322 |
Supplemental Disclosure of Noncash Activities- | ||
(Decrease) increase in accrued capital expenditures | -632 | 80 |
Excess of share-based compensation expense recognized over payments made | $496 |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | |
1. SIGNIFICANT ACCOUNTING POLICIES | |
Description of Operations Denver Parent Corporation, a Delaware corporation ("DPC"), was formed in January 2012 for the purpose of acquiring all of the outstanding common stock of Venoco, Inc., a Delaware corporation ("Venoco"), in a transaction referred to as the "going private transaction". The going private transaction was completed in October 2012. DPC has no operations and no material assets other than 100% of the common stock of Venoco. Venoco is engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties with a focus on properties offshore and onshore in California. | |
Basis of Presentation In 2011, Venoco's board of directors received a proposal from its then-chairman and chief executive officer, Timothy Marquez, to acquire all of the outstanding shares of common stock of Venoco of which he was not the beneficial owner for $12.50 per share in cash. On October 3, 2012, Mr. Marquez and certain of his affiliates, including DPC, completed the going private transaction and acquired all of the outstanding stock of Venoco. As a result, Venoco's common stock is no longer publicly traded and Venoco is a wholly owned subsidiary of DPC. DPC is majority-owned and controlled by Mr. Marquez and his affiliates. | |
This Quarterly Report on Form 10-Q is a combined report being filed by DPC and Venoco. Unless otherwise indicated or the context otherwise requires, (i) references to "DPC" refer only to DPC, (ii) references to the "Company," "we," "our" and "us" refer, for periods following the going private transaction, to DPC and its subsidiaries, including Venoco and its subsidiaries, and for periods prior to the going private transaction, to Venoco and its subsidiaries and (iii) references to "Venoco" refer to Venoco and its subsidiaries. Each registrant included herein is filing on its own behalf all of the information contained in this report that pertains to such registrant. When appropriate, disclosures specific to DPC and Venoco are identified as such. Each registrant included herein is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. Where the information provided is substantially the same for both companies, such information has been combined. Where information is not substantially the same for both companies, we have provided separate information. In addition, separate financial statements for each company are included in this report. | |
The unaudited condensed consolidated financial statements include the accounts of DPC and its subsidiaries, and Venoco and its subsidiaries. All such subsidiaries are wholly owned. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial reporting. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all material adjustments considered necessary for a fair presentation of the Company's interim results have been reflected. All such adjustments are considered to be of a normal recurring nature. The Company has evaluated subsequent events and transactions for matters that may require recognition or disclosure in the financial statements. The Annual Report on Form 10-K for the year ended December 31, 2014 for Venoco and DPC includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this report. The results for interim periods are not necessarily indicative of annual results. | |
In the course of preparing the condensed consolidated financial statements, management makes various assumptions, judgments and estimates to determine the reported amount of assets, liabilities, revenue and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established. Significant areas requiring the use of assumptions, judgments and estimates include (1) oil and gas reserves; (2) cash flow estimates used in ceiling tests of oil and natural gas properties; (3) depreciation, depletion and amortization; (4) asset retirement obligations; (5) assigning fair value and allocating purchase price in connection with business combinations; (6) accrued revenue and related receivables; (7) valuation of commodity derivative instruments; (8) accrued liabilities; (9) valuation of share-based payments and (10) income taxes. Although management believes these estimates are reasonable, actual results could differ from these estimates. | |
Liquidity The additional indebtedness that the Company incurred in connection with the going private transaction and the associated financial covenants in Venoco's revolving credit facility (which was subsequently paid down in April 2015) have increased debt-related risks. We have undertaken a variety of measures to reduce our indebtedness, including in particular sales of our Sacramento Basin and West Montalvo properties for an aggregate price of approximately $450 million. However, our deleveraging efforts have been impacted by various operational issues, including an extended shutdown of the pipeline that transports our South Ellwood field production in 2014 and apparent communication issues affecting production from some of our wells in the same field. More recently, our deleveraging efforts have also been affected by the dramatic decline in the price of oil that occurred over the second half of 2014 with prices remaining low in and the first quarter of 2015. Prior to the termination of Venoco's revolving credit facility in April 2015, we were required to obtain numerous amendments to and waivers from the lenders under the facility as a result of these factors. We may be forced to seek further amendments or waivers from current or future lenders, and there is no assurance that we will be able to obtain them in a timely manner or at all. We are currently exploring additional deleveraging efforts and have significantly curtailed our planned capital expenditures for 2015 relative to prior years. | |
Income Taxes The Company computes its quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to its year-to-date income or loss, except for discrete items. Income taxes for discrete items are computed and recorded in the period in which the specific transaction occurs. | |
As of December 31, 2014, DPC has net operating loss carryovers ("NOLs") of $499 million for federal income tax purposes and $459 million for financial reporting purposes, and Venoco has net NOLs as of December 31, 2014 of $418 million for federal income tax purposes and $377 million for financial reporting purposes. The difference between the federal income tax NOLs and the financial reporting NOLs of $40 million relates to tax deductions for compensation expense for financial reporting purposes for which the benefit will not be recognized until the related deductions reduce taxes payable. The net operating loss carryovers may be carried back two years and forward twenty years from the year the net operating loss was generated. The net operating losses may be used to offset taxable income through 2034. | |
Venoco has incurred losses before income taxes in 2008, 2009, and 2012 as well as taxable losses in each of the tax years from 2008 through 2013. DPC has incurred losses before income taxes in 2008, 2009, 2012, 2013 and 2014 as well as taxable losses in each of the tax years from 2008 through 2014. These losses and expected future taxable losses were a key consideration that led Venoco and DPC to provide a full valuation allowance against its net deferred tax assets as of December 31, 2014 and March 31,2015, since it cannot conclude that it is more likely than not that its net deferred tax assets will be fully realized on future income tax returns. | |
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At each reporting period, management considers the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, tax planning strategies and projected future taxable income in making this assessment. Future events or new evidence which may lead the Company to conclude that it is more likely than not that its net deferred tax assets will be realized include, but are not limited to, cumulative historical pre-tax earnings; consistent and sustained pre-tax earnings; sustained or continued improvements in oil and natural gas commodity prices; meaningful incremental oil production and proved reserves from the Company's development efforts at its Southern California legacy properties; consistent, meaningful production and proved reserves from the Company's onshore Monterey shale project; meaningful production and proved reserves from the CO2 project at the Hastings Complex; and taxable events resulting from one or more deleveraging transactions. The Company will continue to evaluate whether the valuation allowance is needed in future reporting periods. | |
As long as the Company concludes that it will continue to have a need for a full valuation allowance against its net deferred tax assets, the Company likely will not have any income tax expense or benefit other than for federal alternative minimum tax expense, a release of a portion of the valuation allowance for net operating loss carryback claims or for state income taxes. | |
Reclassifications Certain amounts in prior years footnotes to the financials have been reclassified to 2015 presentation. Reclassified amounts were not material to the financials presentation. | |
Recently Issued Accounting Standards In May 2014, the FASB issued new authoritative accounting guidance related to the recognition of revenue. This authoritative accounting guidance is effective for the annual period beginning after December 15, 2016, including interim periods within that reporting period, and is to be applied using one of two acceptable methods. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's consolidated financial statements and disclosures. | |
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern, which requires management to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and provide related footnote disclosures. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. The standard allows for either a full retrospective or modified retrospective transition method. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's consolidated financials. | |
In April 2015, the FASB issued ASU 2015-03 to revise the presentation of debt issuance costs. Under ASU 2015-03, entities will present debt issuance costs in their balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the deferred costs will continue to be included in interest expense. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The standard will be applied retrospectively to all prior periods. The company is currently evaluating provisions of this guidance and assessing its impact on the Company's consolidated financials. | |
DEBT
DEBT | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
DEBT | ||||||||||||||
DEBT | ||||||||||||||
2. DEBT | ||||||||||||||
As of the dates indicated, the Company's long-term debt consisted of the following (in thousands): | ||||||||||||||
Venoco, Inc. | Denver Parent | |||||||||||||
Corporation | ||||||||||||||
December 31, | March 31, | December 31, | March 31, | |||||||||||
2014 | 2015 | 2014 | 2015 | |||||||||||
Venoco Revolving credit agreement due March 2016 | $ | 65,000 | $ | 71,400 | $ | 65,000 | $ | 71,400 | ||||||
Venoco 8.875% senior notes due February 2019 (face value $500,000) | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||
DPC 12.25% / 13.00% senior PIK toggle notes due August 2018 | — | — | 275,065 | 284,336 | ||||||||||
| | | | | | | | | | | | | | |
Total long-term debt | 565,000 | 571,400 | 840,065 | 855,736 | ||||||||||
Less: current portion of long-term debt | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Long-term debt, net of current portion | $ | 565,000 | $ | 571,400 | $ | 840,065 | $ | 855,736 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
We recently completed a series of financing transactions in response to our indebtedness and liquidity situation. On April 2, 2015, Venoco entered into agreements relating to three new debt instruments: (i) first lien senior secured notes with an aggregate principal amount of $175 million (the "first lien secured notes"), (ii) second lien senior secured notes with an aggregate principal amount of $150 million (the "second lien secured notes") and (iii) a $75 million cash collateralized senior secured credit facility (the "term loan facility"). Approximately $72 million of proceeds from the issuance of the first lien secured notes and the term loan facility were used to repay all amounts outstanding under Venoco's revolving credit facility, which was then terminated. The second lien secured notes were issued in exchange for $194 million aggregate principal amount of, and accrued interest on, Venoco's outstanding 8.875% senior notes due 2019. The terms of the new debt instruments are summarized in "—Liquidity and Capital Resources—Capital Resources and Requirements." These transactions increased our indebtedness overall, but reduced our near-term cash interest expense and provided us with flexibility and additional liquidity that we intend to use to advance longer term projects. | ||||||||||||||
The following summarizes the terms of the agreements governing the Company's debt outstanding as of March 31, 2015. | ||||||||||||||
Venoco Revolving Credit Facility. Prior to its refinancing and termination in April 2015, Venoco was party to a fifth amended and restated credit agreement which governed its revolving credit facility. The credit facility had a maximum size of $500 million and a maturity date of March 31, 2016. The borrowing base, which was subject to redetermination twice each year, and was subject to redetermination at other times at Venoco's request or at the request of the lenders, was $88.5 million as of March 31, 2015. The credit facility was secured by a first priority lien on substantially all of Venoco's oil and natural gas properties and other assets, including the equity interests in all of its subsidiaries, and was unconditionally guaranteed by each of those subsidiaries other than Ellwood Pipeline, Inc. The collateral also secured Venoco's obligations to hedging counterparties that were also lenders, or affiliates of lenders, under the facility. Loans made under the revolving credit facility were designated, at our option, as either "Base Rate Loans" or "LIBO Rate Loans." Loans designated as Base Rate Loans under the facility bore interest at a floating rate equal to (i) the greater of (x) the administrative agent's announced prime rate, (y) the federal funds rate plus 0.50% and (z) the one-month LIBOR plus 1.0%, plus (ii) an applicable margin ranging from 1.25% to 2.00%, based on utilization. Loans designated as LIBO Rate Loans under the facility bore interest at (i) LIBOR plus (ii) an applicable margin ranging from 2.25% to 3.00%, based upon utilization. The applicable margin for both Base Rate Loans and LIBO Rate Loans was increased by 0.50% when Venoco's debt to adjusted EBITDA ratio exceeded 3.75 to 1.00 on the last day of each of the two fiscal quarters most recently ended. A commitment fee of 0.50% per annum was payable with respect to unused borrowing availability under the facility. The agreement governing the facility contained customary representations, warranties, events of default, indemnities and covenants, including operational covenants that restricted Venoco's ability to incur indebtedness and certain financial covenants. | ||||||||||||||
The borrowing base under the revolving credit facility was allocated at various percentages to a syndicate of banks. As of March 31, 2015, Venoco had approximately $71.4 million outstanding on the facility and had available borrowing capacity of $13.5 million under the facility, net of the outstanding balance and $3.6 million in outstanding letters of credit. | ||||||||||||||
The revolving credit facility generally permitted Venoco, subject to certain conditions, to pay cash dividends to DPC up to a maximum amount of $35 million in a four-quarter period on a rolling basis. Venoco paid cash dividends of $3.9 million to DPC in February 2014. | ||||||||||||||
Venoco 8.875% Senior Notes. In February 2011, Venoco issued $500 million in 8.875% senior notes due in February 2019 at par. The notes pay interest semi-annually in arrears on February 15 and August 15 of each year. Venoco may redeem the notes prior to February 15, 2015 at a "make whole premium" defined in the indenture. Beginning February 15, 2015, Venoco may redeem the notes at a redemption price of 104.438% of the principal amount and declining to 100% by February 15, 2017. The notes are senior unsecured obligations and contain operational covenants that, among other things, limit Venoco's ability to make investments, incur additional indebtedness, issue preferred stock, pay dividends, repurchase its stock, create liens or sell assets. | ||||||||||||||
DPC 12.25% / 13.00% Senior PIK Toggle Notes. In August 2013, DPC issued $255 million principal amount of 12.25% / 13.00% senior PIK toggle notes due August 2018 at 97.304% of par. Interest on the notes is payable on February 15 and August 15 of each year, commencing February 15, 2014. The initial interest payment on the notes was required to be paid in cash. For each interest period after the initial interest period (other than for the final interest period ending at the stated maturity, which will be paid in cash), DPC will, in certain circumstances, be permitted to pay interest on the notes by increasing the principal amount of the notes or issuing new notes (collectively, "PIK interest"). Cash interest on the notes accrues at the rate of 12.25% per annum. PIK interest on the notes accrues at the rate of 13.00% per annum until the next payment of cash interest. The August 2014 interest payment was paid 25% in cash and 75% PIK interest, and the February 2015 interest payment was paid entirely as PIK interest. DPC is a holding company that owns no material assets other than stock of Venoco; accordingly, it will be able to pay cash interest on its notes only to the extent that it receives cash dividends or distributions from Venoco. The notes are not currently guaranteed by any of DPC's subsidiaries. DPC may redeem the notes, in whole or in part, at any time prior to August 15, 2015, at a "make-whole" redemption price described in the indenture. DPC may also redeem all or any part of the notes on and after August 15, 2015 at a redemption price of 106.125% of the principal amount and declining to 100% by August 15, 2017. The notes are senior unsecured obligations and contain operational covenants that, among other things, limit our ability to make investments, incur additional indebtedness, issue preferred stock, pay dividends, repurchase stock, create liens or sell assets. | ||||||||||||||
The Company was in compliance with all debt covenants at March 31, 2015. | ||||||||||||||
HEDGING_AND_DERIVATIVE_FINANCI
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||
3. HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||
Commodity Derivative Agreements. The Company utilizes swap and collar agreements and option contracts in an effort to hedge the effect of commodity price changes on its cash flows. The objective of the Company's hedging activities and the use of derivative financial instruments is to achieve more predictable cash flows. While the use of these derivative instruments limits the downside risk of adverse price movements, they also may limit future cash flows from favorable price movements. The Company may, from time to time, opportunistically restructure existing derivative contracts or enter into new transactions to effectively modify the terms of current contracts in order to improve the pricing parameters in existing contracts or realize the current value of the Company's existing positions. The Company may use the proceeds from such transactions to secure additional contracts for periods in which the Company believes it has additional unmitigated commodity price risk or for other corporate purposes. | ||||||||
The use of derivatives involves the risk that the counterparties to such instruments will be unable to meet the financial terms of such contracts. The Company generally has netting arrangements with the counterparties that provide for the offset of payables against receivables from separate derivative arrangements with that counterparty in the event of contract termination. The derivative contracts may be terminated by a non-defaulting party in the event of default by one of the parties to the agreement. | ||||||||
The components of commodity derivative losses (gains) in the condensed consolidated statements of operations are as follows (in thousands): | ||||||||
Three Months | ||||||||
Ended March 31, | ||||||||
2014 | 2015 | |||||||
Realized commodity derivative losses (gains) | $ | 3,525 | $ | (14,865 | ) | |||
Unrealized commodity derivative losses (gains) for changes in fair value | (5,620 | ) | 1,960 | |||||
| | | | | | | | |
Commodity derivative losses (gains), net | $ | (2,095 | ) | $ | (12,905 | ) | ||
| | | | | | | | |
| | | | | | | | |
As of March 31, 2015, the Company had entered into certain swap, collar and put agreements related to its oil production. The aggregate economic effects of those agreements are summarized below. Location and quality differentials attributable to the Company's properties are not included in the following prices. The agreements provide for monthly settlement based on the differential between the agreement price and the price per the applicable index, Inter-Continental Exchange Brent ("Brent"). | ||||||||
Oil (Brent) | ||||||||
Barrels/day | Weighted Avg. | |||||||
Prices per Bbl | ||||||||
January 1 - December 31, 2015: | ||||||||
Swaps | 460 | $ | 100.40 | |||||
Collars | 4,135 | $ | 90.00/$100.00 | |||||
January 1 - December 31, 2016: | ||||||||
Swap | 1,715 | $ | 96.00 | |||||
Collars | 1,715 | $ | 90.00/$101.75 | |||||
Fair Value of Derivative Instruments. The estimated fair values of derivatives included in the condensed consolidated balance sheets at March 31, 2015 and December 31, 2014 are summarized below. The net fair value of the Company's derivatives decreased by $2.0 million from a net asset of $78.1 million at December 31, 2014 to a net asset of $76.1 million at March 31, 2015, primarily due to (i) changes in the futures prices for oil, which are used in the calculation of the fair value of commodity derivatives, (ii) settlement of commodity derivative positions during the current period and (iii) changes to the Company's commodity derivative portfolio in 2015. The Company does not offset asset and liability positions with the same counterparties within the financial statements; rather, all contracts are presented at their gross estimated fair value. As of the dates indicated, the Company's derivative assets and liabilities are presented below (in thousands). These balances represent the estimated fair value of the contracts. The Company has not designated any of its derivative contracts as cash-flow hedging instruments for accounting purposes. The main headings represent the balance sheet captions for the contracts presented (in thousands). | ||||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Current Assets—Commodity derivatives: | ||||||||
Oil derivative contracts | $ | 48,298 | $ | 49,484 | ||||
Noncurrent Assets—Commodity derivatives: | ||||||||
Oil derivative contracts | 29,793 | 26,647 | ||||||
| | | | | | | | |
Net derivative asset (liability) | 78,091 | $ | 76,131 | |||||
| | | | | | | | |
| | | | | | | | |
ASSET_RETIREMENT_OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
ASSET RETIREMENT OBLIGATIONS | ||||||||
ASSET RETIREMENT OBLIGATIONS | ||||||||
4. ASSET RETIREMENT OBLIGATIONS | ||||||||
The following table summarizes the activities for the Company's asset retirement obligations for the three months ended March 31, 2014 and 2015 (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2015 | |||||||
Asset retirement obligations at beginning of period | $ | 38,182 | $ | 30,851 | ||||
Revisions of estimated liabilities | (594 | ) | — | |||||
Liabilities incurred or acquired | 72 | — | ||||||
Accretion expense | 667 | 497 | ||||||
Asset retirement obligations at end of period | 38,327 | 31,348 | ||||||
| | | | | | | | |
Less: current asset retirement obligations (classified with accounts payable and accrued liabilities) | (700 | ) | (500 | ) | ||||
| | | | | | | | |
Long-term asset retirement obligations | $ | 37,627 | $ | 30,848 | ||||
| | | | | | | | |
| | | | | | | | |
Discount rates used to calculate the present value vary depending on the estimated timing of the obligation, but typically range between 4% and 9%. During the fourth quarter of 2014, the liabilities settled or disposed of $9.4 million for 2014 primarily relate to the Montalvo asset sale. | ||||||||
SHAREBASED_PAYMENTS
SHARE-BASED PAYMENTS | 3 Months Ended |
Mar. 31, 2015 | |
SHARE-BASED PAYMENTS | |
SHARE-BASED PAYMENTS | |
5. SHARE-BASED PAYMENTS | |
The Company has granted cash settlement or liability awards to officers, directors and certain employees of the Company including rights-to-receive awards (RTR), restricted share unit awards (RSUs), share appreciation rights (SARs) and ESOP restricted share units. The Company measures its liability awards based on the award's fair value remeasured at each reporting date until the date of settlement. Compensation cost for each period until settlement is based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date). Changes in the fair value of a liability that occur after the end of the requisite service period are compensation cost of the period in which the changes occur. Any difference between the amount for which a liability award is settled and its fair value at the settlement date is an adjustment of compensation cost in the period of settlement. | |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
6. FAIR VALUE MEASUREMENTS | ||||||||||||||
Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. The FASB has established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | ||||||||||||||
The three levels of the fair value hierarchy are as follows: | ||||||||||||||
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. | ||||||||||||||
Level 2—Pricing inputs are other than quoted prices in active markets included in level 1, but are either directly or indirectly observable as of the reported date and for substantially the full term of the instrument. Inputs may include quoted prices for similar assets and liabilities. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. | ||||||||||||||
Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. | ||||||||||||||
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as of March 31, 2015 (in thousands). | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Assets (Liabilities): | ||||||||||||||
Commodity derivative contracts | — | 76,131 | — | 76,131 | ||||||||||
Share-based compensation | — | — | (1,209 | ) | (1,209 | ) | ||||||||
Derivative instruments. The Company's commodity derivative instruments consist primarily of swaps and collars for oil and natural gas. The Company values the derivative contracts using industry standard models, based on an income approach, which considers various assumptions including quoted forward prices and contractual prices for the underlying commodities, time value and volatility factors, as well as other relevant economic measures. Substantially all of the assumptions can be observed throughout the full term of the contracts, can be derived from observable data or are supportable by observable levels at which transactions are executed in the marketplace and are therefore designated as level 2 within the fair value hierarchy. The discount rates used in the assumptions include a component of non-performance risk. The Company utilizes the relevant counterparty valuations to assess the reasonableness of the calculated fair values. | ||||||||||||||
Share-based compensation. The Company's current share-based compensation liability includes a liability for restricted share unit awards (RSUs), share appreciation rights (SARs) and employee stock ownership plan unit awards (ESOP). The fair value of DPC common stock is a significant input for determining the share-based compensation amounts and the liability amounts for these cash settled awards. DPC is a privately held entity for which there is no available market price or principal market for DPC common shares. Inputs for determining the fair market value of this instrument are unobservable and are therefore classified as Level 3 inputs. The Company utilizes various valuation methods for determining the fair market value of this instrument including a net asset value approach, a comparable company approach, a discounted cash flow approach and a transaction approach. The Company's estimate of the value of DPC shares is highly dependent on commodity prices, cost assumptions, discount rates, oil and natural gas proved reserves, overall market conditions and the identification of companies and transactions that are comparable to the Company's operations and reserve characteristics. While some inputs to the Company's calculation of fair value of DPC shares are from published sources, others, such as reserve values, the discount rate and expected future cash flows, are derived from the Company's own calculations and estimates. Significant changes in the unobservable inputs, summarized above, could result in a significantly different fair value estimate. | ||||||||||||||
The grant date fair value of each SAR is estimated using the Black-Scholes valuation model. The fair market value of DPC common shares is a significant input into the Black-Scholes valuation model. Valuation models require the input of highly subjective assumptions, including the expected volatility of the price of the underlying stock. DPC shares have characteristics significantly different from those of traded shares, and because changes in the subjective input assumptions can materially affect the fair value estimate, it is management's opinion that the valuations afforded by existing models are different from the value that the shares would realize if traded in the market. | ||||||||||||||
The following table summarizes the changes in fair value of financial assets (liabilities), which represent primarily share-based compensation liabilities, designated as Level 3 in the valuation hierarchy (in thousands): | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2014 | 2015 | |||||||||||||
Fair value liability, beginning of period | $ | (20,928 | ) | $ | (1,038 | ) | ||||||||
Transfers into Level 3(1) | (2,249 | ) | (181 | ) | ||||||||||
Transfers out of Level 3(2) | 242 | 10 | ||||||||||||
Change in fair value of Level 3 | (5 | ) | — | |||||||||||
| | | | | | | | |||||||
Fair value liability, end of period | $ | (22,940 | ) | $ | (1,209 | ) | ||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
-1 | The transfers into Level 3 liability during the first quarter of 2015 and 2014 relate to RSU, SAR and ESOP grants made by the Company to officers, directors and certain employees, and requisite service period expense. | |||||||||||||
-2 | The transfers out of Level 3 liability during the first quarter of 2015 and 2014 relate to cash settlements of RSU grants, and forfeitures of RSU, SAR and ESOP grants as a result of employee terminations. | |||||||||||||
Fair Value of Financial Instruments. The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable and payable, derivatives (discussed above) and long-term debt. The carrying values of cash equivalents and accounts receivable and payable are representative of their fair values due to their short-term maturities. The carrying amount of Venoco's revolving credit facility approximated fair value because the interest rate of the facility was variable. The fair value of the Venoco senior notes listed in the table below was derived from available market data (Level 1). We used available market data and valuation techniques (Level 2) to estimate the fair value of the DPC PIK toggle notes. This disclosure does not impact our financial position, results of operations or cash flows (in thousands). | ||||||||||||||
December 31, 2014 | March 31, 2015 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||
Venoco: | ||||||||||||||
Revolving credit agreement | $ | 65,000 | $ | 65,000 | $ | 71,400 | $ | 71,400 | ||||||
8.875% senior notes | 500,000 | 262,000 | 500,000 | 255,000 | ||||||||||
Denver Parent Corporation: | ||||||||||||||
12.25% / 13.00% senior PIK toggle notes | 275,065 | 120,369 | 284,336 | 43,717 | ||||||||||
Assets and Liabilities Measured on a Non-recurring Basis. The Company uses fair value to determine the value of its asset retirement obligations ("ARO"). The inputs used to determine such fair value under the expected present value technique are primarily based upon internal estimates prepared by reservoir engineers for costs of dismantlement, removal, site reclamation and similar activities associated with the Company's oil and gas properties and would be classified Level 3 inputs. | ||||||||||||||
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
CONTINGENCIES | |
CONTINGENCIES | |
7. CONTINGENCIES | |
In the ordinary course of our business we are named from time to time as a defendant in various legal proceedings. We maintain liability insurance and believe that our coverage is reasonable in view of the legal risks to which our business is subject. | |
Delaware Litigation—In August 2011 Timothy Marquez, the then-Chairman and CEO of Venoco, submitted a nonbinding proposal to the board of directors of Venoco to acquire all of the shares of Venoco he did not beneficially own for $12.50 per share in cash (the "Marquez Proposal"). As a result of that proposal, five lawsuits were filed in the Delaware Court of Chancery in 2011 against Venoco and each of its directors by shareholders alleging that Venoco and its directors had breached their fiduciary duties to the shareholders in connection with the Marquez Proposal. On January 16, 2012, Venoco entered into a Merger Agreement with Mr. Marquez and certain of his affiliates pursuant to which Venoco, Mr. Marquez and his affiliates would effect the going private transaction. Following announcement of the Merger Agreement, five additional suits were filed in Delaware and three suits were filed in federal court in Colorado naming as defendants Venoco and each of its directors. In March 2013 the plaintiffs in Delaware filed a consolidated amended class action complaint in which they requested that the court determine among other things that (i) the merger consideration is inadequate and the Merger Agreement was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable and (ii) the merger should be rescinded or in the alternative, the class should be awarded damages to compensate them for the loss as a result of the breach of fiduciary duties by the defendants. The Colorado actions have been administratively closed pending resolution of the Delaware case. Venoco has reviewed the allegations contained in the amended complaint and believes they are without merit. Trial is expected to occur in 2015. | |
Denbury Arbitration—In January 2013 Venoco and its wholly owned subsidiary, TexCal Energy South Texas, L.P. ("TexCal"), notified Denbury Resources, Inc. through its subsidiary Denbury Onshore, LLC ("Denbury") that it was invoking the arbitration provisions contained in contracts between TexCal and Denbury pursuant to which TexCal conveyed its interest in the Hastings Complex to Denbury and retained a reversionary interest. Denbury is obligated to convey the reversionary interest to TexCal at "payout" as defined in the contracts. The dispute involves the calculation of the cost of CO2 delivered to the Hastings Complex which is used in Denbury's enhanced oil recovery operations. The Company believes that Denbury has materially overcharged the payout account for the cost of CO2 and the cost of transporting it to the Hastings Complex. In December 2013, the three judge arbitration panel unanimously agreed with Venoco's position. In January 2014 Denbury requested that the arbitration panel modify its decision in a way that could increase the cost of CO2. In March 2014 the Arbitration Panel modified its original award consistent with the Company's position and awarded the Company approximately $1.8 million in attorneys' fees and costs incurred in the arbitration. In late March 2014 Denbury appealed the arbitration ruling to the District Court for Harris County, Texas asking the court to vacate the arbitration award. On February 11, 2015 the District Court granted Venoco's motion to confirm the arbitration award. On March 12, 2015 Denbury filed a motion for a new trial with the District Court. | |
Other—In addition, Venoco is a party from time to time to other claims and legal actions that arise in the ordinary course of business. Venoco believes that the ultimate impact, if any, of these other claims and legal actions will not have a material effect on its consolidated financial position, results of operations or liquidity. | |
GUARANTOR_FINANCIAL_INFORMATIO
GUARANTOR FINANCIAL INFORMATION | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
GUARANTOR FINANCIAL INFORMATION | |||||||||||||||||
GUARANTOR FINANCIAL INFORMATION | |||||||||||||||||
8. GUARANTOR FINANCIAL INFORMATION | |||||||||||||||||
All subsidiaries of Venoco other than Ellwood Pipeline Inc. ("Guarantors") have fully and unconditionally guaranteed, on a joint and several basis, Venoco's obligations under its 8.875% senior notes. Ellwood Pipeline, Inc. is not a Guarantor (the "Non-Guarantor Subsidiary"). The condensed consolidating financial information for prior periods has been revised to reflect the guarantor and non-guarantor status of the Company's subsidiaries as of March 31, 2015. All Guarantors are 100% owned by Venoco. Presented below are Venoco's condensed consolidating balance sheets, statements of operations and statements of cash flows as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934. There are currently no guarantors of DPC's 12.25%/13.00% senior PIK toggle notes. | |||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
AT DECEMBER 31, 2014 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 15,455 | $ | — | $ | — | $ | — | $ | 15,455 | |||||||
Accounts receivable | 14,140 | 56 | 716 | — | 14,912 | ||||||||||||
Inventories | 3,370 | — | — | — | 3,370 | ||||||||||||
Other current assets | 4,715 | — | — | — | 4,715 | ||||||||||||
Commodity derivatives | 48,298 | — | — | — | 48,298 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL CURRENT ASSETS | 85,978 | 56 | 716 | — | 86,750 | ||||||||||||
| | | | | | | | | | | | | | | | | |
PROPERTY, PLANT & EQUIPMENT, NET | 654,549 | (184,362 | ) | 18,327 | — | 488,514 | |||||||||||
COMMODITY DERIVATIVES | 29,793 | — | — | — | 29,793 | ||||||||||||
INVESTMENTS IN AFFILIATES | 563,401 | — | — | (563,401 | ) | — | |||||||||||
OTHER | 11,138 | 59 | — | — | 11,197 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL ASSETS | 1,344,859 | (184,247 | ) | 19,043 | (563,401 | ) | 616,254 | ||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable and accrued liabilities | 20,535 | — | — | — | 20,535 | ||||||||||||
Interest payable | 17,329 | — | — | — | 17,329 | ||||||||||||
Commodity derivatives | — | — | — | — | — | ||||||||||||
Share-based compensation | 2,236 | — | — | — | 2,236 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL CURRENT LIABILITIES: | 40,100 | — | — | — | 40,100 | ||||||||||||
| | | | | | | | | | | | | | | | | |
LONG-TERM DEBT | 565,000 | — | — | — | 565,000 | ||||||||||||
COMMODITY DERIVATIVES | — | — | — | — | — | ||||||||||||
ASSET RETIREMENT OBLIGATIONS | 27,906 | 1,652 | 793 | — | 30,351 | ||||||||||||
SHARE-BASED COMPENSATION | 648 | — | — | — | 648 | ||||||||||||
INTERCOMPANY PAYABLES (RECEIVABLES) | 735,845 | (655,326 | ) | (80,555 | ) | 36 | — | ||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | 1,369,499 | (653,674 | ) | (79,762 | ) | 36 | 636,099 | ||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL STOCKHOLDERS' EQUITY(DEFICIT) | (24,640 | ) | 469,427 | 98,805 | (563,437 | ) | (19,845 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | $ | 1,344,859 | $ | (184,247 | ) | $ | 19,043 | $ | (563,401 | ) | $ | 616,254 | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
AT MARCH 31, 2015 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 7,921 | $ | — | $ | — | $ | — | $ | 7,921 | |||||||
Accounts receivable | 11,059 | 51 | 1,197 | — | 12,307 | ||||||||||||
Inventories | 3,386 | — | — | — | 3,386 | ||||||||||||
Prepaid expenses and other current assets | 3,333 | — | — | — | 3,333 | ||||||||||||
Commodity derivatives | 49,484 | — | — | — | 49,484 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL CURRENT ASSETS | 75,183 | 51 | 1,197 | — | 76,431 | ||||||||||||
| | | | | | | | | | | | | | | | | |
PROPERTY, PLANT & EQUIPMENT, NET | 648,194 | (184,388 | ) | 18,118 | — | 481,924 | |||||||||||
COMMODITY DERIVATIVES | 26,647 | 26,647 | |||||||||||||||
INVESTMENTS IN AFFILIATES | 563,401 | — | — | (563,401 | ) | — | |||||||||||
OTHER | 10,985 | 59 | — | — | 11,044 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL ASSETS | 1,324,410 | (184,278 | ) | 19,315 | (563,401 | ) | 596,046 | ||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable and accrued liabilities | 18,073 | — | — | — | 18,073 | ||||||||||||
Interest payable | 5,535 | — | — | — | 5,535 | ||||||||||||
Commodity derivatives | — | — | — | — | — | ||||||||||||
Share-based compensation | 602 | — | — | — | 602 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL CURRENT LIABILITIES: | 24,210 | — | — | — | 24,210 | ||||||||||||
| | | | | | | | | | | | | | | | | |
LONG-TERM DEBT | 571,400 | — | — | — | 571,400 | ||||||||||||
COMMODITY DERIVATIVES | — | — | — | — | — | ||||||||||||
ASSET RETIREMENT OBLIGATIONS | 28,365 | 1,685 | 798 | — | 30,848 | ||||||||||||
SHARE-BASED COMPENSATION | 731 | — | — | — | 731 | ||||||||||||
INTERCOMPANY PAYABLES (RECEIVABLES) | 738,681 | (655,458 | ) | (83,259 | ) | 36 | — | ||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | 1,363,387 | (653,773 | ) | (82,461 | ) | 36 | 627,189 | ||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL STOCKHOLDERS' EQUITY | (38,977 | ) | 469,495 | 101,776 | (563,437 | ) | (31,143 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,324,410 | $ | (184,278 | ) | $ | 19,315 | $ | (563,401 | ) | $ | 596,046 | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
THREE MONTHS ENDED MARCH 31, 2014 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
REVENUES: | |||||||||||||||||
Oil and natural gas sales | $ | 62,213 | $ | 325 | $ | — | $ | — | $ | 62,538 | |||||||
Other | 115 | — | 1,818 | (1,474 | ) | 459 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total revenues | 62,328 | 325 | 1,818 | (1,474 | ) | 62,997 | |||||||||||
| | | | | | | | | | | | | | | | | |
EXPENSES: | |||||||||||||||||
Lease operating expense | 18,780 | 18 | 670 | — | 19,468 | ||||||||||||
Production and property taxes | 1,736 | — | — | — | 1,736 | ||||||||||||
Transportation expense | 1,435 | 3 | — | (1,381 | ) | 57 | |||||||||||
Depletion, depreciation and amortization | 10,942 | 26 | 208 | — | 11,176 | ||||||||||||
Accretion of asset retirement obligations | 625 | 31 | 11 | — | 667 | ||||||||||||
General and administrative, net of amounts capitalized | 8,631 | — | 124 | (93 | ) | 8,662 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 42,149 | 78 | 1,013 | (1,474 | ) | 41,766 | |||||||||||
| | | | | | | | | | | | | | | | | |
Income (loss) from operations | 20,179 | 247 | 805 | — | 21,231 | ||||||||||||
FINANCING COSTS AND OTHER: | |||||||||||||||||
Interest expense, net | 14,374 | — | (1,434 | ) | — | 12,940 | |||||||||||
Amortization of deferred loan costs | 833 | — | — | — | 833 | ||||||||||||
Commodity derivative losses (gains), net | (2,095 | ) | — | — | — | (2,095 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total financing costs and other | 13,112 | — | (1,434 | ) | — | 11,678 | |||||||||||
| | | | | | | | | | | | | | | | | |
Equity in subsidiary income | 1,541 | — | — | (1,541 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | 8,608 | 247 | 2,239 | (1,541 | ) | 9,553 | |||||||||||
Income tax provision (benefit) | (945 | ) | 94 | 851 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net income (loss) | $ | 9,553 | $ | 153 | $ | 1,388 | $ | (1,541 | ) | $ | 9,553 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
THREE MONTHS ENDED MARCH 31, 2015 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
REVENUES: | |||||||||||||||||
Oil and natural gas sales | $ | 19,602 | $ | 147 | $ | — | $ | — | $ | 19,749 | |||||||
Other | 121 | — | 2,498 | (1,950 | ) | 669 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total revenues | 19,723 | 147 | 2,498 | (1,950 | ) | 20,418 | |||||||||||
| | | | | | | | | | | | | | | | | |
EXPENSES: | |||||||||||||||||
Lease operating expense | 14,077 | 11 | 844 | — | 14,932 | ||||||||||||
Production and property taxes | 2,132 | — | — | — | 2,132 | ||||||||||||
Transportation expense | 1,894 | 8 | — | (1,855 | ) | 47 | |||||||||||
Depletion, depreciation and amortization | 8,586 | 26 | 209 | — | 8,821 | ||||||||||||
Accretion of asset retirement obligations | 459 | 33 | 5 | — | 497 | ||||||||||||
General and administrative, net of amounts capitalized | 6,667 | — | 98 | (95 | ) | 6,670 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 33,815 | 78 | 1,156 | (1,950 | ) | 33,099 | |||||||||||
| | | | | | | | | | | | | | | | | |
Income (loss) from operations | (14,092 | ) | 69 | 1,342 | — | (12,681 | ) | ||||||||||
FINANCING COSTS AND OTHER: | |||||||||||||||||
Interest expense, net | 13,040 | — | (1,629 | ) | — | 11,411 | |||||||||||
Amortization of deferred loan costs | 607 | — | — | — | 607 | ||||||||||||
Commodity derivative losses (gains), net | (12,905 | ) | — | — | — | (12,905 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total financing costs and other | 742 | — | (1,629 | ) | — | (887 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Equity in subsidiary income | 1,884 | — | — | (1,884 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | (12,950 | ) | 69 | 2,971 | (1,884 | ) | (11,794 | ) | |||||||||
Income tax provision (benefit) | (1,155 | ) | 26 | 1,129 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net income (loss) | $ | (11,795 | ) | $ | 43 | $ | 1,842 | $ | (1,884 | ) | $ | (11,794 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2014 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | 1,628 | $ | 331 | $ | 2,328 | $ | — | $ | 4,287 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Expenditures for oil and natural gas properties | (26,024 | ) | 2 | (160 | ) | — | (26,182 | ) | |||||||||
Acquisitions of oil and natural gas properties | (16 | ) | — | — | — | (16 | ) | ||||||||||
Expenditures for property and equipment and other | (177 | ) | — | — | — | (177 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | (26,217 | ) | 2 | (160 | ) | — | (26,375 | ) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Net proceeds from (repayments of) intercompany borrowings | 2,501 | (333 | ) | (2,168 | ) | — | — | ||||||||||
Proceeds from long-term debt | 97,000 | — | — | — | 97,000 | ||||||||||||
Principal payments on long-term debt | (55,000 | ) | — | — | — | (55,000 | ) | ||||||||||
Payments for deferred loan costs | (13 | ) | — | — | — | (13 | ) | ||||||||||
Dividend paid to Denver Parent Corporation | (3,905 | ) | — | — | — | (3,905 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | 40,583 | (333 | ) | (2,168 | ) | — | 38,082 | ||||||||||
| | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | 15,994 | — | — | — | 15,994 | ||||||||||||
Cash and cash equivalents, beginning of period | 828 | — | — | — | 828 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | 16,822 | $ | — | $ | — | $ | — | $ | 16,822 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2015 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor Subsidiaries | Non-Guarantor Subsidiary | Eliminations | Consolidated | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | (13,498 | ) | $ | 132 | $ | 2,704 | $ | — | $ | (10,662 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Expenditures for oil and natural gas properties | (4,596 | ) | — | — | — | (4,596 | ) | ||||||||||
Acquisitions of oil and natural gas properties | (10 | ) | — | — | — | (10 | ) | ||||||||||
Expenditures for property and equipment and other | (43 | ) | — | — | — | (43 | ) | ||||||||||
Proceeds provided by sale of oil and gas properties | 1,786 | — | — | — | 1,786 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | (2,863 | ) | — | — | — | (2,863 | ) | ||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Net proceeds from (repayments of) intercompany borrowings | 2,836 | (132 | ) | (2,704 | ) | — | — | ||||||||||
Proceeds from long-term debt | 15,000 | — | — | — | 15,000 | ||||||||||||
Principal payments on long-term debt | (8,600 | ) | — | — | — | (8,600 | ) | ||||||||||
Payments for deferred loan costs | (409 | ) | — | — | — | (409 | ) | ||||||||||
Dividend paid to Denver Parent Corporation | — | — | — | — | — | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | 8,827 | (132 | ) | (2,704 | ) | — | 5,991 | ||||||||||
| | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | (7,534 | ) | — | — | — | (7,534 | ) | ||||||||||
Cash and cash equivalents, beginning of period | 15,455 | — | — | — | 15,455 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | 7,921 | $ | — | $ | — | $ | — | $ | 7,921 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | |
9. SUBSEQUENT EVENTS | |
On April 2, 2015, Venoco entered into agreements relating to three new debt instruments: (i) first lien senior secured notes with an aggregate principal amount of $175 million (the "first lien secured notes"), (ii) second lien senior secured notes with an aggregate principal amount of $150 million (the "second lien secured notes") and (iii) a $75 million cash collateralized senior secured credit facility (the "term loan facility"). Approximately $72 million of proceeds from the issuance of the first lien secured notes and the term loan facility were used to repay all amounts outstanding under Venoco's revolving credit facility, which was then terminated. The second lien secured notes were issued in exchange for $194 million aggregate principal amount of and accrued interest on Venoco's outstanding 8.875% senior notes due 2019. | |
First lien secured notes. The first lien secured notes bear interest at 12% per annum and mature in February 2019. The indenture governing the first lien secured notes includes covenants customary for instruments of this type, including restrictions on Venoco's ability to incur additional indebtedness, create liens on its properties, pay dividends and make investments, in each case subject to exceptions. The covenants regarding the incurrence of additional indebtedness contain exceptions for, among other things, (i) up to $25 million of additional secured or unsecured indebtedness that may be issued or incurred in connection with certain projects approved by the holders of the notes, (ii) up to $50 million of additional second lien secured notes that may be issued in exchange for Venoco's outstanding 8.875% senior notes due 2019 and (iii) up to $150 million of additional third lien or unsecured indebtedness that may be issued or incurred in exchange for the Venoco's outstanding 8.875% senior notes or to fund acquisitions. The indenture also includes restrictions on capital expenditures and an operational covenant pursuant to which Venoco is generally required to maintain a specified level of production for each quarterly period until maturity. Other covenants are generally similar to those contained in the indenture governing the existing 8.875% senior notes. Venoco's obligations under the first lien secured notes are guaranteed by all of its subsidiaries other than Ellwood Pipeline, Inc. and secured by a first priority lien on substantially all of the assets of Venoco and the guarantors other than the cash collateral under the term loan facility. Venoco may redeem the first lien secured notes at a redemption price of 109% of the principal amount beginning on January 1, 2016 and declining to 100% by January 1, 2019. | |
Second lien secured notes. The second lien secured notes bear interest at 8.875% if paid in cash or 12% if paid in kind. Interest may be paid in cash or in kind, at Venoco's option, for semiannual interest periods commencing within 24 months following issuance, but may become payable entirely in cash earlier upon the occurrence of certain events. The second lien secured notes mature in February 2019. The indenture governing the second lien secured notes includes covenants, and exceptions thereto, substantially similar to those set forth in the indenture governing the first lien secured notes. Venoco's obligations under the notes are guaranteed by Venoco's subsidiaries that guarantee the first lien secured notes and are secured by a second priority lien on the same assets securing its obligations under the first lien secured notes. Venoco may redeem the second lien secured notes on the same terms as the existing 8.875% senior notes. The first lien secured notes were issued under an Indenture dated as of April 2, 2015 among Venoco, the guarantors and U.S. Bank National Association, as trustee and collateral agent. | |
Term loan facility. The term loan facility, which was fully drawn at closing, matures in October 2015. Amounts borrowed under the facility will bear interest at 4.0% per annum for the first thirty days and at 12% thereafter. Venoco may repay or refinance the term facility at any time. The facility contains representations, warranties and covenants typical for instruments of this type. Venoco's obligations under the term loan facility are secured by a first priority lien on cash collateral, which collateral may be released upon the occurrence of certain events, and are guaranteed by Venoco's subsidiaries that guarantee the first lien secured notes and second lien secured notes. The term facility was incurred under a term loan and security agreement dated as of April 2, 2015 among Venoco, the guarantors and the lenders party thereto. | |
Derivatives. In connection with the debt transactions noted above that were entered into on April 2, 2015 Venoco unwound our 2016 derivative contract with ABN AMRO which hedged 1,715 barrels per day of our 2016 oil production, receiving proceeds of $15.6 million. We also novated the remaining derivative contracts to Bank of America Merrill Lynch (BAML). | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Description of Operations | |
Description of Operations Denver Parent Corporation, a Delaware corporation ("DPC"), was formed in January 2012 for the purpose of acquiring all of the outstanding common stock of Venoco, Inc., a Delaware corporation ("Venoco"), in a transaction referred to as the "going private transaction". The going private transaction was completed in October 2012. DPC has no operations and no material assets other than 100% of the common stock of Venoco. Venoco is engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties with a focus on properties offshore and onshore in California. | |
Basis of Presentation | |
Basis of Presentation In 2011, Venoco's board of directors received a proposal from its then-chairman and chief executive officer, Timothy Marquez, to acquire all of the outstanding shares of common stock of Venoco of which he was not the beneficial owner for $12.50 per share in cash. On October 3, 2012, Mr. Marquez and certain of his affiliates, including DPC, completed the going private transaction and acquired all of the outstanding stock of Venoco. As a result, Venoco's common stock is no longer publicly traded and Venoco is a wholly owned subsidiary of DPC. DPC is majority-owned and controlled by Mr. Marquez and his affiliates. | |
This Quarterly Report on Form 10-Q is a combined report being filed by DPC and Venoco. Unless otherwise indicated or the context otherwise requires, (i) references to "DPC" refer only to DPC, (ii) references to the "Company," "we," "our" and "us" refer, for periods following the going private transaction, to DPC and its subsidiaries, including Venoco and its subsidiaries, and for periods prior to the going private transaction, to Venoco and its subsidiaries and (iii) references to "Venoco" refer to Venoco and its subsidiaries. Each registrant included herein is filing on its own behalf all of the information contained in this report that pertains to such registrant. When appropriate, disclosures specific to DPC and Venoco are identified as such. Each registrant included herein is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. Where the information provided is substantially the same for both companies, such information has been combined. Where information is not substantially the same for both companies, we have provided separate information. In addition, separate financial statements for each company are included in this report. | |
The unaudited condensed consolidated financial statements include the accounts of DPC and its subsidiaries, and Venoco and its subsidiaries. All such subsidiaries are wholly owned. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial reporting. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all material adjustments considered necessary for a fair presentation of the Company's interim results have been reflected. All such adjustments are considered to be of a normal recurring nature. The Company has evaluated subsequent events and transactions for matters that may require recognition or disclosure in the financial statements. The Annual Report on Form 10-K for the year ended December 31, 2014 for Venoco and DPC includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this report. The results for interim periods are not necessarily indicative of annual results. | |
In the course of preparing the condensed consolidated financial statements, management makes various assumptions, judgments and estimates to determine the reported amount of assets, liabilities, revenue and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established. Significant areas requiring the use of assumptions, judgments and estimates include (1) oil and gas reserves; (2) cash flow estimates used in ceiling tests of oil and natural gas properties; (3) depreciation, depletion and amortization; (4) asset retirement obligations; (5) assigning fair value and allocating purchase price in connection with business combinations; (6) accrued revenue and related receivables; (7) valuation of commodity derivative instruments; (8) accrued liabilities; (9) valuation of share-based payments and (10) income taxes. Although management believes these estimates are reasonable, actual results could differ from these estimates. | |
Liquidity | |
Liquidity The additional indebtedness that the Company incurred in connection with the going private transaction and the associated financial covenants in Venoco's revolving credit facility (which was subsequently paid down in April 2015) have increased debt-related risks. We have undertaken a variety of measures to reduce our indebtedness, including in particular sales of our Sacramento Basin and West Montalvo properties for an aggregate price of approximately $450 million. However, our deleveraging efforts have been impacted by various operational issues, including an extended shutdown of the pipeline that transports our South Ellwood field production in 2014 and apparent communication issues affecting production from some of our wells in the same field. More recently, our deleveraging efforts have also been affected by the dramatic decline in the price of oil that occurred over the second half of 2014 with prices remaining low in and the first quarter of 2015. Prior to the termination of Venoco's revolving credit facility in April 2015, we were required to obtain numerous amendments to and waivers from the lenders under the facility as a result of these factors. We may be forced to seek further amendments or waivers from current or future lenders, and there is no assurance that we will be able to obtain them in a timely manner or at all. We are currently exploring additional deleveraging efforts and have significantly curtailed our planned capital expenditures for 2015 relative to prior years. | |
Income Taxes | |
Income Taxes The Company computes its quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to its year-to-date income or loss, except for discrete items. Income taxes for discrete items are computed and recorded in the period in which the specific transaction occurs. | |
As of December 31, 2014, DPC has net operating loss carryovers ("NOLs") of $499 million for federal income tax purposes and $459 million for financial reporting purposes, and Venoco has net NOLs as of December 31, 2014 of $418 million for federal income tax purposes and $377 million for financial reporting purposes. The difference between the federal income tax NOLs and the financial reporting NOLs of $40 million relates to tax deductions for compensation expense for financial reporting purposes for which the benefit will not be recognized until the related deductions reduce taxes payable. The net operating loss carryovers may be carried back two years and forward twenty years from the year the net operating loss was generated. The net operating losses may be used to offset taxable income through 2034. | |
Venoco has incurred losses before income taxes in 2008, 2009, and 2012 as well as taxable losses in each of the tax years from 2008 through 2013. DPC has incurred losses before income taxes in 2008, 2009, 2012, 2013 and 2014 as well as taxable losses in each of the tax years from 2008 through 2014. These losses and expected future taxable losses were a key consideration that led Venoco and DPC to provide a full valuation allowance against its net deferred tax assets as of December 31, 2014 and March 31,2015, since it cannot conclude that it is more likely than not that its net deferred tax assets will be fully realized on future income tax returns. | |
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At each reporting period, management considers the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, tax planning strategies and projected future taxable income in making this assessment. Future events or new evidence which may lead the Company to conclude that it is more likely than not that its net deferred tax assets will be realized include, but are not limited to, cumulative historical pre-tax earnings; consistent and sustained pre-tax earnings; sustained or continued improvements in oil and natural gas commodity prices; meaningful incremental oil production and proved reserves from the Company's development efforts at its Southern California legacy properties; consistent, meaningful production and proved reserves from the Company's onshore Monterey shale project; meaningful production and proved reserves from the CO2 project at the Hastings Complex; and taxable events resulting from one or more deleveraging transactions. The Company will continue to evaluate whether the valuation allowance is needed in future reporting periods. | |
As long as the Company concludes that it will continue to have a need for a full valuation allowance against its net deferred tax assets, the Company likely will not have any income tax expense or benefit other than for federal alternative minimum tax expense, a release of a portion of the valuation allowance for net operating loss carryback claims or for state income taxes. | |
Reclassifications | |
Reclassifications Certain amounts in prior years footnotes to the financials have been reclassified to 2015 presentation. Reclassified amounts were not material to the financials presentation. | |
Recently Issued Accounting Standards | |
Recently Issued Accounting Standards In May 2014, the FASB issued new authoritative accounting guidance related to the recognition of revenue. This authoritative accounting guidance is effective for the annual period beginning after December 15, 2016, including interim periods within that reporting period, and is to be applied using one of two acceptable methods. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's consolidated financial statements and disclosures. | |
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern, which requires management to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and provide related footnote disclosures. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. The standard allows for either a full retrospective or modified retrospective transition method. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's consolidated financials. | |
In April 2015, the FASB issued ASU 2015-03 to revise the presentation of debt issuance costs. Under ASU 2015-03, entities will present debt issuance costs in their balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the deferred costs will continue to be included in interest expense. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The standard will be applied retrospectively to all prior periods. The company is currently evaluating provisions of this guidance and assessing its impact on the Company's consolidated financials. | |
DEBT_Tables
DEBT (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
DEBT | ||||||||||||||
Schedule of long-term debt | ||||||||||||||
As of the dates indicated, the Company's long-term debt consisted of the following (in thousands): | ||||||||||||||
Venoco, Inc. | Denver Parent | |||||||||||||
Corporation | ||||||||||||||
December 31, | March 31, | December 31, | March 31, | |||||||||||
2014 | 2015 | 2014 | 2015 | |||||||||||
Venoco Revolving credit agreement due March 2016 | $ | 65,000 | $ | 71,400 | $ | 65,000 | $ | 71,400 | ||||||
Venoco 8.875% senior notes due February 2019 (face value $500,000) | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||
DPC 12.25% / 13.00% senior PIK toggle notes due August 2018 | — | — | 275,065 | 284,336 | ||||||||||
| | | | | | | | | | | | | | |
Total long-term debt | 565,000 | 571,400 | 840,065 | 855,736 | ||||||||||
Less: current portion of long-term debt | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Long-term debt, net of current portion | $ | 565,000 | $ | 571,400 | $ | 840,065 | $ | 855,736 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
HEDGING_AND_DERIVATIVE_FINANCI1
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||
Schedule of oil derivatives | ||||||||
Oil (Brent) | ||||||||
Barrels/day | Weighted Avg. | |||||||
Prices per Bbl | ||||||||
January 1 - December 31, 2015: | ||||||||
Swaps | 460 | $ | 100.40 | |||||
Collars | 4,135 | $ | 90.00/$100.00 | |||||
January 1 - December 31, 2016: | ||||||||
Swap | 1,715 | $ | 96.00 | |||||
Collars | 1,715 | $ | 90.00/$101.75 | |||||
Schedule of estimated fair values of derivatives included in the condensed consolidated balance sheets | ||||||||
The main headings represent the balance sheet captions for the contracts presented (in thousands). | ||||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Current Assets—Commodity derivatives: | ||||||||
Oil derivative contracts | $ | 48,298 | $ | 49,484 | ||||
Noncurrent Assets—Commodity derivatives: | ||||||||
Oil derivative contracts | 29,793 | 26,647 | ||||||
| | | | | | | | |
Net derivative asset (liability) | 78,091 | $ | 76,131 | |||||
| | | | | | | | |
| | | | | | | | |
Commodity derivatives | ||||||||
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||
Schedule of components of derivative losses (gains) in the condensed consolidated statements of operations | ||||||||
The components of commodity derivative losses (gains) in the condensed consolidated statements of operations are as follows (in thousands): | ||||||||
Three Months | ||||||||
Ended March 31, | ||||||||
2014 | 2015 | |||||||
Realized commodity derivative losses (gains) | $ | 3,525 | $ | (14,865 | ) | |||
Unrealized commodity derivative losses (gains) for changes in fair value | (5,620 | ) | 1,960 | |||||
| | | | | | | | |
Commodity derivative losses (gains), net | $ | (2,095 | ) | $ | (12,905 | ) | ||
| | | | | | | | |
| | | | | | | | |
ASSET_RETIREMENT_OBLIGATIONS_T
ASSET RETIREMENT OBLIGATIONS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
ASSET RETIREMENT OBLIGATIONS | ||||||||
Schedule of the activities for the Company's asset retirement obligations | ||||||||
The following table summarizes the activities for the Company's asset retirement obligations for the three months ended March 31, 2014 and 2015 (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2015 | |||||||
Asset retirement obligations at beginning of period | $ | 38,182 | $ | 30,851 | ||||
Revisions of estimated liabilities | (594 | ) | — | |||||
Liabilities incurred or acquired | 72 | — | ||||||
Accretion expense | 667 | 497 | ||||||
Asset retirement obligations at end of period | 38,327 | 31,348 | ||||||
| | | | | | | | |
Less: current asset retirement obligations (classified with accounts payable and accrued liabilities) | (700 | ) | (500 | ) | ||||
| | | | | | | | |
Long-term asset retirement obligations | $ | 37,627 | $ | 30,848 | ||||
| | | | | | | | |
| | | | | | | | |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
Schedule of financial assets and liabilities accounted for at fair value | ||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as of March 31, 2015 (in thousands). | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Assets (Liabilities): | ||||||||||||||
Commodity derivative contracts | — | 76,131 | — | 76,131 | ||||||||||
Share-based compensation | — | — | (1,209 | ) | (1,209 | ) | ||||||||
Summary of changes in fair value of financial assets (liabilities), which represent primarily share-based compensation liabilities, designated as Level 3 in the valuation hierarchy | ||||||||||||||
The following table summarizes the changes in fair value of financial assets (liabilities), which represent primarily share-based compensation liabilities, designated as Level 3 in the valuation hierarchy (in thousands): | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2014 | 2015 | |||||||||||||
Fair value liability, beginning of period | $ | (20,928 | ) | $ | (1,038 | ) | ||||||||
Transfers into Level 3(1) | (2,249 | ) | (181 | ) | ||||||||||
Transfers out of Level 3(2) | 242 | 10 | ||||||||||||
Change in fair value of Level 3 | (5 | ) | — | |||||||||||
| | | | | | | | |||||||
Fair value liability, end of period | $ | (22,940 | ) | $ | (1,209 | ) | ||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
-1 | The transfers into Level 3 liability during the first quarter of 2015 and 2014 relate to RSU, SAR and ESOP grants made by the Company to officers, directors and certain employees, and requisite service period expense. | |||||||||||||
-2 | The transfers out of Level 3 liability during the first quarter of 2015 and 2014 relate to cash settlements of RSU grants, and forfeitures of RSU, SAR and ESOP grants as a result of employee terminations. | |||||||||||||
Schedule of fair value of financial instruments | ||||||||||||||
This disclosure does not impact our financial position, results of operations or cash flows (in thousands). | ||||||||||||||
December 31, 2014 | March 31, 2015 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||
Venoco: | ||||||||||||||
Revolving credit agreement | $ | 65,000 | $ | 65,000 | $ | 71,400 | $ | 71,400 | ||||||
8.875% senior notes | 500,000 | 262,000 | 500,000 | 255,000 | ||||||||||
Denver Parent Corporation: | ||||||||||||||
12.25% / 13.00% senior PIK toggle notes | 275,065 | 120,369 | 284,336 | 43,717 | ||||||||||
GUARANTOR_FINANCIAL_INFORMATIO1
GUARANTOR FINANCIAL INFORMATION (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
GUARANTOR FINANCIAL INFORMATION | |||||||||||||||||
Schedule of condensed consolidating balance sheets | |||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
AT DECEMBER 31, 2014 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 15,455 | $ | — | $ | — | $ | — | $ | 15,455 | |||||||
Accounts receivable | 14,140 | 56 | 716 | — | 14,912 | ||||||||||||
Inventories | 3,370 | — | — | — | 3,370 | ||||||||||||
Other current assets | 4,715 | — | — | — | 4,715 | ||||||||||||
Commodity derivatives | 48,298 | — | — | — | 48,298 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL CURRENT ASSETS | 85,978 | 56 | 716 | — | 86,750 | ||||||||||||
| | | | | | | | | | | | | | | | | |
PROPERTY, PLANT & EQUIPMENT, NET | 654,549 | (184,362 | ) | 18,327 | — | 488,514 | |||||||||||
COMMODITY DERIVATIVES | 29,793 | — | — | — | 29,793 | ||||||||||||
INVESTMENTS IN AFFILIATES | 563,401 | — | — | (563,401 | ) | — | |||||||||||
OTHER | 11,138 | 59 | — | — | 11,197 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL ASSETS | 1,344,859 | (184,247 | ) | 19,043 | (563,401 | ) | 616,254 | ||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable and accrued liabilities | 20,535 | — | — | — | 20,535 | ||||||||||||
Interest payable | 17,329 | — | — | — | 17,329 | ||||||||||||
Commodity derivatives | — | — | — | — | — | ||||||||||||
Share-based compensation | 2,236 | — | — | — | 2,236 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL CURRENT LIABILITIES: | 40,100 | — | — | — | 40,100 | ||||||||||||
| | | | | | | | | | | | | | | | | |
LONG-TERM DEBT | 565,000 | — | — | — | 565,000 | ||||||||||||
COMMODITY DERIVATIVES | — | — | — | — | — | ||||||||||||
ASSET RETIREMENT OBLIGATIONS | 27,906 | 1,652 | 793 | — | 30,351 | ||||||||||||
SHARE-BASED COMPENSATION | 648 | — | — | — | 648 | ||||||||||||
INTERCOMPANY PAYABLES (RECEIVABLES) | 735,845 | (655,326 | ) | (80,555 | ) | 36 | — | ||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | 1,369,499 | (653,674 | ) | (79,762 | ) | 36 | 636,099 | ||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL STOCKHOLDERS' EQUITY(DEFICIT) | (24,640 | ) | 469,427 | 98,805 | (563,437 | ) | (19,845 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | $ | 1,344,859 | $ | (184,247 | ) | $ | 19,043 | $ | (563,401 | ) | $ | 616,254 | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
AT MARCH 31, 2015 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 7,921 | $ | — | $ | — | $ | — | $ | 7,921 | |||||||
Accounts receivable | 11,059 | 51 | 1,197 | — | 12,307 | ||||||||||||
Inventories | 3,386 | — | — | — | 3,386 | ||||||||||||
Prepaid expenses and other current assets | 3,333 | — | — | — | 3,333 | ||||||||||||
Commodity derivatives | 49,484 | — | — | — | 49,484 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL CURRENT ASSETS | 75,183 | 51 | 1,197 | — | 76,431 | ||||||||||||
| | | | | | | | | | | | | | | | | |
PROPERTY, PLANT & EQUIPMENT, NET | 648,194 | (184,388 | ) | 18,118 | — | 481,924 | |||||||||||
COMMODITY DERIVATIVES | 26,647 | 26,647 | |||||||||||||||
INVESTMENTS IN AFFILIATES | 563,401 | — | — | (563,401 | ) | — | |||||||||||
OTHER | 10,985 | 59 | — | — | 11,044 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL ASSETS | 1,324,410 | (184,278 | ) | 19,315 | (563,401 | ) | 596,046 | ||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable and accrued liabilities | 18,073 | — | — | — | 18,073 | ||||||||||||
Interest payable | 5,535 | — | — | — | 5,535 | ||||||||||||
Commodity derivatives | — | — | — | — | — | ||||||||||||
Share-based compensation | 602 | — | — | — | 602 | ||||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL CURRENT LIABILITIES: | 24,210 | — | — | — | 24,210 | ||||||||||||
| | | | | | | | | | | | | | | | | |
LONG-TERM DEBT | 571,400 | — | — | — | 571,400 | ||||||||||||
COMMODITY DERIVATIVES | — | — | — | — | — | ||||||||||||
ASSET RETIREMENT OBLIGATIONS | 28,365 | 1,685 | 798 | — | 30,848 | ||||||||||||
SHARE-BASED COMPENSATION | 731 | — | — | — | 731 | ||||||||||||
INTERCOMPANY PAYABLES (RECEIVABLES) | 738,681 | (655,458 | ) | (83,259 | ) | 36 | — | ||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | 1,363,387 | (653,773 | ) | (82,461 | ) | 36 | 627,189 | ||||||||||
| | | | | | | | | | | | | | | | | |
TOTAL STOCKHOLDERS' EQUITY | (38,977 | ) | 469,495 | 101,776 | (563,437 | ) | (31,143 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,324,410 | $ | (184,278 | ) | $ | 19,315 | $ | (563,401 | ) | $ | 596,046 | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Schedule of condensed consolidating statements of operations | |||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
THREE MONTHS ENDED MARCH 31, 2014 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
REVENUES: | |||||||||||||||||
Oil and natural gas sales | $ | 62,213 | $ | 325 | $ | — | $ | — | $ | 62,538 | |||||||
Other | 115 | — | 1,818 | (1,474 | ) | 459 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total revenues | 62,328 | 325 | 1,818 | (1,474 | ) | 62,997 | |||||||||||
| | | | | | | | | | | | | | | | | |
EXPENSES: | |||||||||||||||||
Lease operating expense | 18,780 | 18 | 670 | — | 19,468 | ||||||||||||
Production and property taxes | 1,736 | — | — | — | 1,736 | ||||||||||||
Transportation expense | 1,435 | 3 | — | (1,381 | ) | 57 | |||||||||||
Depletion, depreciation and amortization | 10,942 | 26 | 208 | — | 11,176 | ||||||||||||
Accretion of asset retirement obligations | 625 | 31 | 11 | — | 667 | ||||||||||||
General and administrative, net of amounts capitalized | 8,631 | — | 124 | (93 | ) | 8,662 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 42,149 | 78 | 1,013 | (1,474 | ) | 41,766 | |||||||||||
| | | | | | | | | | | | | | | | | |
Income (loss) from operations | 20,179 | 247 | 805 | — | 21,231 | ||||||||||||
FINANCING COSTS AND OTHER: | |||||||||||||||||
Interest expense, net | 14,374 | — | (1,434 | ) | — | 12,940 | |||||||||||
Amortization of deferred loan costs | 833 | — | — | — | 833 | ||||||||||||
Commodity derivative losses (gains), net | (2,095 | ) | — | — | — | (2,095 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total financing costs and other | 13,112 | — | (1,434 | ) | — | 11,678 | |||||||||||
| | | | | | | | | | | | | | | | | |
Equity in subsidiary income | 1,541 | — | — | (1,541 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | 8,608 | 247 | 2,239 | (1,541 | ) | 9,553 | |||||||||||
Income tax provision (benefit) | (945 | ) | 94 | 851 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net income (loss) | $ | 9,553 | $ | 153 | $ | 1,388 | $ | (1,541 | ) | $ | 9,553 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
THREE MONTHS ENDED MARCH 31, 2015 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
REVENUES: | |||||||||||||||||
Oil and natural gas sales | $ | 19,602 | $ | 147 | $ | — | $ | — | $ | 19,749 | |||||||
Other | 121 | — | 2,498 | (1,950 | ) | 669 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total revenues | 19,723 | 147 | 2,498 | (1,950 | ) | 20,418 | |||||||||||
| | | | | | | | | | | | | | | | | |
EXPENSES: | |||||||||||||||||
Lease operating expense | 14,077 | 11 | 844 | — | 14,932 | ||||||||||||
Production and property taxes | 2,132 | — | — | — | 2,132 | ||||||||||||
Transportation expense | 1,894 | 8 | — | (1,855 | ) | 47 | |||||||||||
Depletion, depreciation and amortization | 8,586 | 26 | 209 | — | 8,821 | ||||||||||||
Accretion of asset retirement obligations | 459 | 33 | 5 | — | 497 | ||||||||||||
General and administrative, net of amounts capitalized | 6,667 | — | 98 | (95 | ) | 6,670 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total expenses | 33,815 | 78 | 1,156 | (1,950 | ) | 33,099 | |||||||||||
| | | | | | | | | | | | | | | | | |
Income (loss) from operations | (14,092 | ) | 69 | 1,342 | — | (12,681 | ) | ||||||||||
FINANCING COSTS AND OTHER: | |||||||||||||||||
Interest expense, net | 13,040 | — | (1,629 | ) | — | 11,411 | |||||||||||
Amortization of deferred loan costs | 607 | — | — | — | 607 | ||||||||||||
Commodity derivative losses (gains), net | (12,905 | ) | — | — | — | (12,905 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total financing costs and other | 742 | — | (1,629 | ) | — | (887 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Equity in subsidiary income | 1,884 | — | — | (1,884 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | (12,950 | ) | 69 | 2,971 | (1,884 | ) | (11,794 | ) | |||||||||
Income tax provision (benefit) | (1,155 | ) | 26 | 1,129 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net income (loss) | $ | (11,795 | ) | $ | 43 | $ | 1,842 | $ | (1,884 | ) | $ | (11,794 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Schedule of condensed consolidating statement of cash flows | |||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2014 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Subsidiaries | Subsidiary | ||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | 1,628 | $ | 331 | $ | 2,328 | $ | — | $ | 4,287 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Expenditures for oil and natural gas properties | (26,024 | ) | 2 | (160 | ) | — | (26,182 | ) | |||||||||
Acquisitions of oil and natural gas properties | (16 | ) | — | — | — | (16 | ) | ||||||||||
Expenditures for property and equipment and other | (177 | ) | — | — | — | (177 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | (26,217 | ) | 2 | (160 | ) | — | (26,375 | ) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Net proceeds from (repayments of) intercompany borrowings | 2,501 | (333 | ) | (2,168 | ) | — | — | ||||||||||
Proceeds from long-term debt | 97,000 | — | — | — | 97,000 | ||||||||||||
Principal payments on long-term debt | (55,000 | ) | — | — | — | (55,000 | ) | ||||||||||
Payments for deferred loan costs | (13 | ) | — | — | — | (13 | ) | ||||||||||
Dividend paid to Denver Parent Corporation | (3,905 | ) | — | — | — | (3,905 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | 40,583 | (333 | ) | (2,168 | ) | — | 38,082 | ||||||||||
| | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | 15,994 | — | — | — | 15,994 | ||||||||||||
Cash and cash equivalents, beginning of period | 828 | — | — | — | 828 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | 16,822 | $ | — | $ | — | $ | — | $ | 16,822 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2015 (Unaudited) | |||||||||||||||||
(in thousands) | |||||||||||||||||
Venoco, Inc. | Guarantor Subsidiaries | Non-Guarantor Subsidiary | Eliminations | Consolidated | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | (13,498 | ) | $ | 132 | $ | 2,704 | $ | — | $ | (10,662 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Expenditures for oil and natural gas properties | (4,596 | ) | — | — | — | (4,596 | ) | ||||||||||
Acquisitions of oil and natural gas properties | (10 | ) | — | — | — | (10 | ) | ||||||||||
Expenditures for property and equipment and other | (43 | ) | — | — | — | (43 | ) | ||||||||||
Proceeds provided by sale of oil and gas properties | 1,786 | — | — | — | 1,786 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | (2,863 | ) | — | — | — | (2,863 | ) | ||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Net proceeds from (repayments of) intercompany borrowings | 2,836 | (132 | ) | (2,704 | ) | — | — | ||||||||||
Proceeds from long-term debt | 15,000 | — | — | — | 15,000 | ||||||||||||
Principal payments on long-term debt | (8,600 | ) | — | — | — | (8,600 | ) | ||||||||||
Payments for deferred loan costs | (409 | ) | — | — | — | (409 | ) | ||||||||||
Dividend paid to Denver Parent Corporation | — | — | — | — | — | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | 8,827 | (132 | ) | (2,704 | ) | — | 5,991 | ||||||||||
| | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | (7,534 | ) | — | — | — | (7,534 | ) | ||||||||||
Cash and cash equivalents, beginning of period | 15,455 | — | — | — | 15,455 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | 7,921 | $ | — | $ | — | $ | — | $ | 7,921 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2011 |
Income Taxes | |||
Net operating loss carryovers | $459 | ||
Net operating loss carryovers for financial reporting purposes | 459 | ||
Tax deductions for compensation expense for financial reporting purposes | 40 | ||
Period for which net operating loss carryovers may be carried back | 2 years | ||
Period for which net operating loss carryovers may be carried forward | 20 years | ||
Federal | |||
Income Taxes | |||
Net operating loss carryovers | 499 | ||
Venoco, Inc. | |||
Description of Operations | |||
Percentage of common stock held | 100.00% | ||
Income Taxes | |||
Net operating loss carryovers for financial reporting purposes | 377 | ||
Venoco, Inc. | Federal | |||
Income Taxes | |||
Net operating loss carryovers | 418 | ||
Venoco, Inc. | Former Executive Chairman and Chief Executive Officer, Timothy Marquez | |||
Basis of Presentation | |||
Share price (in dollars per share) | $12.50 | ||
Sale of Sacramento Basin and West Montalvo properties | |||
Liquidity | |||
Amount for which properties are sold | $450 |
DEBT_Details
DEBT (Details) (USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | ||
Feb. 28, 2014 | Apr. 02, 2015 | Mar. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | Dec. 31, 2014 | |
item | item | |||||
LONG-TERM DEBT | ||||||
Total long-term debt | $855,736,000 | $840,065,000 | ||||
Long-term debt, net of current portion | 855,736,000 | 840,065,000 | ||||
Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Total long-term debt | 571,400,000 | 565,000,000 | ||||
Long-term debt, net of current portion | 571,400,000 | 565,000,000 | ||||
Dividend paid to DPC | 3,900,000 | |||||
Subsequent event | ||||||
LONG-TERM DEBT | ||||||
Number of debt instruments | 3 | |||||
Subsequent event | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Number of debt instruments | 3 | |||||
Borrowing base | 88,500,000 | |||||
Term Loan | Subsequent event | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Face value | 75,000,000 | |||||
Senior Notes | First lien senior secured notes | Subsequent event | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Interest rate (as a percent) | 12.00% | |||||
Face value | 175,000,000 | |||||
Senior Notes | Second lien senior secured notes | Subsequent event | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Cash interest rate (as a percent) | 8.88% | |||||
Paid in kind interest rate (as a percent) | 12.00% | |||||
Face value | 150,000,000 | |||||
Revolving credit agreement | ||||||
LONG-TERM DEBT | ||||||
Total long-term debt | 71,400,000 | 65,000,000 | ||||
Revolving credit agreement | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Total long-term debt | 71,400,000 | 65,000,000 | ||||
Percentage of increase in applicable margin for both Base Rate Loans and LIBO Rate Loans | 0.50% | |||||
Number of fiscal quarters used to determine the debt to adjusted EBITDA ratio | 2 | |||||
Unused borrowing availability commitment fee (as a percent) | 0.50% | |||||
Revolving credit agreement | Subsequent event | ||||||
LONG-TERM DEBT | ||||||
Proceeds from issuance used for repayments of debt | 72,000,000 | |||||
Revolving credit agreement | Subsequent event | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Proceeds from issuance used for repayments of debt | 72,000,000 | |||||
Amount outstanding under the facility | 71,400,000 | |||||
Available borrowing capacity | 13,500,000 | |||||
Outstanding letters of credit | 3,600,000 | |||||
Revolving credit agreement | Maximum | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Maximum borrowing capacity | 500,000,000 | |||||
Debt to adjusted EBITDA ratio | 3.75 | |||||
Annual cash dividends payable | 35,000,000 | |||||
Revolving credit agreement | Base Rate Loans | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Applicable margin (as a percent) | 1.00% | |||||
Revolving credit agreement | Base Rate Loans | Minimum | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Applicable margin (as a percent) | 1.25% | |||||
Revolving credit agreement | Base Rate Loans | Maximum | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Applicable margin (as a percent) | 2.00% | |||||
Revolving credit agreement | Base Rate Loans | Federal funds rate | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Applicable margin (as a percent) | 0.50% | |||||
Revolving credit agreement | LIBO Rate Loans | Minimum | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Applicable margin (as a percent) | 2.25% | |||||
Revolving credit agreement | LIBO Rate Loans | Maximum | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Applicable margin (as a percent) | 3.00% | |||||
8.875% senior notes | ||||||
LONG-TERM DEBT | ||||||
Interest rate (as a percent) | 8.88% | |||||
Total long-term debt | 500,000,000 | 500,000,000 | ||||
8.875% senior notes | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Interest rate (as a percent) | 8.88% | |||||
Face value | 500,000,000 | |||||
Total long-term debt | 500,000,000 | 500,000,000 | ||||
8.875% senior notes | Subsequent event | ||||||
LONG-TERM DEBT | ||||||
Proceeds from issuance used for repayments of debt | 194,000,000 | |||||
8.875% senior notes | Subsequent event | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Proceeds from issuance used for repayments of debt | 194,000,000 | |||||
8.875% senior notes | Two year period beginning on February 15, 2015 | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Redemption price as a percentage of principal amount | 104.44% | |||||
8.875% senior notes | Two year period beginning on February 15, 2017 | Venoco, Inc. | ||||||
LONG-TERM DEBT | ||||||
Redemption price as a percentage of principal amount | 100.00% | |||||
12.25% / 13.00% senior PIK toggle notes due 2018 | Denver Parent Corporation | ||||||
LONG-TERM DEBT | ||||||
Interest rate (as a percent) | 13.00% | |||||
Cash interest rate (as a percent) | 12.25% | |||||
Paid in kind interest rate (as a percent) | 13.00% | |||||
Face value | 255,000,000 | |||||
Total long-term debt | $284,336,000 | $275,065,000 | ||||
Percentage of interest paid in cash | 25.00% | |||||
Percentage of interest paid in PIK | 75.00% | |||||
Issuance price as a percentage of par value | 97.30% | |||||
12.25% / 13.00% senior PIK toggle notes due 2018 | Three year period beginning on and after August 15, 2015 | Denver Parent Corporation | ||||||
LONG-TERM DEBT | ||||||
Redemption price as a percentage of principal amount | 106.13% | |||||
12.25% / 13.00% senior PIK toggle notes due 2018 | Twelve month period beginning on August 15, 2017 | Denver Parent Corporation | ||||||
LONG-TERM DEBT | ||||||
Redemption price as a percentage of principal amount | 100.00% | |||||
12.25% / 13.00% senior PIK toggle notes due 2018 | Minimum | Denver Parent Corporation | ||||||
LONG-TERM DEBT | ||||||
Interest rate (as a percent) | 12.25% | |||||
Cash interest rate (as a percent) | 12.25% | |||||
12.25% / 13.00% senior PIK toggle notes due 2018 | Maximum | Denver Parent Corporation | ||||||
LONG-TERM DEBT | ||||||
Interest rate (as a percent) | 13.00% | |||||
Paid in kind interest rate (as a percent) | 13.00% |
HEDGING_AND_DERIVATIVE_FINANCI2
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||
Derivative losses (gains), net | ($12,905) | ($2,095) |
Derivatives not designated as hedging instruments | ||
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||
Realized derivative losses (gains) | -14,865 | |
Unrealized interest rate swap derivative (gains) losses | 1,960 | |
Derivative losses (gains), net | -12,905 | |
Commodity derivatives | Derivatives not designated as hedging instruments | ||
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||
Realized derivative losses (gains) | 3,525 | |
Unrealized interest rate swap derivative (gains) losses | -5,620 | |
Derivative losses (gains), net | ($2,095) |
HEDGING_AND_DERIVATIVE_FINANCI3
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) (Derivatives not designated as hedging instruments) | 3 Months Ended |
Mar. 31, 2015 | |
Oil Swaps | January 1 - December 31, 2015 | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Nonmonetary notional amount | 460 |
Oil Swaps | January 1 - December 31, 2015 | Weighted Avg. | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Weighted Avg. Prices (in dollars per bbl/MMBtu) | 100.4 |
Oil Swaps | January 1 - December 31, 2016 | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Nonmonetary notional amount | 1,715 |
Oil Swaps | January 1 - December 31, 2016 | Weighted Avg. | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Weighted Avg. Prices (in dollars per bbl/MMBtu) | 96 |
Oil Collars | January 1 - December 31, 2015 | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Nonmonetary notional amount | 4,135 |
Oil Collars | January 1 - December 31, 2015 | Minimum | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Weighted Avg. Prices (in dollars per bbl/MMBtu) | 90 |
Oil Collars | January 1 - December 31, 2015 | Maximum | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Weighted Avg. Prices (in dollars per bbl/MMBtu) | 100 |
Oil Collars | January 1 - December 31, 2016 | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Nonmonetary notional amount | 1,715 |
Oil Collars | January 1 - December 31, 2016 | Minimum | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Weighted Avg. Prices (in dollars per bbl/MMBtu) | 90 |
Oil Collars | January 1 - December 31, 2016 | Maximum | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | |
Weighted Avg. Prices (in dollars per bbl/MMBtu) | 101.75 |
HEDGING_AND_DERIVATIVE_FINANCI4
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS (Details 3) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||
Change in net fair value of the derivatives | $2,000,000 | |
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||
Current Assets Commodity derivatives: | 49,484,000 | 48,298,000 |
Non current Assets Commodity derivatives: | 26,647,000 | 29,793,000 |
Derivatives not designated as hedging instruments | ||
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||
Net derivative asset (liability) | 76,131,000 | 78,091,000 |
Derivatives not designated as hedging instruments | Oil derivative contracts | ||
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS | ||
Current Assets Commodity derivatives: | 49,484,000 | 48,298,000 |
Non current Assets Commodity derivatives: | $26,647,000 | $29,793,000 |
ASSET_RETIREMENT_OBLIGATIONS_D
ASSET RETIREMENT OBLIGATIONS (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Activities for the Company's asset retirement obligations | |||
Asset retirement obligations at beginning of period | $30,851,000 | $38,182,000 | |
Revisions of estimated liabilities | -594,000 | ||
Liabilities incurred or acquired | 72,000 | ||
Liabilities settled or disposed | 9,400,000 | ||
Accretion expense | 497,000 | 667,000 | |
Asset Retirement Obligation at end of period | 31,348,000 | 30,851,000 | 38,327,000 |
Less: current asset retirement obligations (classified with accounts payable and accrued liabilities) | -500,000 | -700,000 | |
Long-term asset retirement obligations | $30,848,000 | $30,351,000 | $37,627,000 |
Minimum | |||
ASSET RETIREMENT OBLIGATIONS | |||
Discount rates used to calculate the present value of asset retirement obligations (as a percent) | 4.00% | ||
Maximum | |||
ASSET RETIREMENT OBLIGATIONS | |||
Discount rates used to calculate the present value of asset retirement obligations (as a percent) | 9.00% |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Changes in fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | ||
Fair value liability, beginning of period | ($1,038) | ($20,928) |
Transfers into Level 3 | -181 | -2,249 |
Transfers out of Level 3 | 10 | 242 |
Change in fair value of Level 3 | -5 | |
Fair value liability, end of period | -1,209 | -22,940 |
Level 2 | ||
FAIR VALUE MEASUREMENTS | ||
Commodity derivative contracts, assets | 76,131 | |
Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Share-based compensation | -1,209 | |
Fair Value | ||
FAIR VALUE MEASUREMENTS | ||
Commodity derivative contracts, assets | 76,131 | |
Share-based compensation | ($1,209) |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
8.875% senior notes | ||
FAIR VALUE MEASUREMENTS | ||
Interest rate (as a percent) | 8.88% | |
Denver Parent Corporation | 12.25% / 13.00% senior PIK toggle notes due 2018 | ||
FAIR VALUE MEASUREMENTS | ||
Interest rate (as a percent) | 13.00% | |
Denver Parent Corporation | 12.25% / 13.00% senior PIK toggle notes due 2018 | Minimum | ||
FAIR VALUE MEASUREMENTS | ||
Interest rate (as a percent) | 12.25% | |
Denver Parent Corporation | 12.25% / 13.00% senior PIK toggle notes due 2018 | Maximum | ||
FAIR VALUE MEASUREMENTS | ||
Interest rate (as a percent) | 13.00% | |
Venoco, Inc. | 8.875% senior notes | ||
FAIR VALUE MEASUREMENTS | ||
Interest rate (as a percent) | 8.88% | |
Carrying Value | Denver Parent Corporation | 12.25% / 13.00% senior PIK toggle notes due 2018 | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt | $284,336 | $275,065 |
Carrying Value | Venoco, Inc. | Revolving credit agreement | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt | 71,400 | 65,000 |
Carrying Value | Venoco, Inc. | 8.875% senior notes | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt | 500,000 | 500,000 |
Fair Value | Denver Parent Corporation | 12.25% / 13.00% senior PIK toggle notes due 2018 | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt | 43,717 | 120,369 |
Fair Value | Venoco, Inc. | Revolving credit agreement | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt | 71,400 | 65,000 |
Fair Value | Venoco, Inc. | 8.875% senior notes | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt | $255,000 | $262,000 |
CONTINGENCIES_Details
CONTINGENCIES (Details) (USD $) | 0 Months Ended | 1 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Jan. 16, 2012 | Aug. 31, 2011 | Mar. 31, 2014 |
lawsuit | lawsuit | ||
Former Executive Chairman and Chief Executive Officer, Timothy Marquez | Venoco, Inc. | |||
CONTINGENCIES | |||
Price per share offered for shares of common stock proposed to be acquired by related party of which it is not the beneficial owner (in dollars per share) | 12.5 | ||
Delaware Litigation | Venoco, Inc. | |||
CONTINGENCIES | |||
Number of lawsuits filed | 5 | 5 | |
Denbury Arbitration | |||
CONTINGENCIES | |||
Liability accrued under litigation | $1.80 | ||
Colorado Litigation | Venoco, Inc. | |||
CONTINGENCIES | |||
Number of lawsuits filed | 3 |
GUARANTOR_FINANCIAL_INFORMATIO2
GUARANTOR FINANCIAL INFORMATION (Details) | Mar. 31, 2015 |
GUARANTOR FINANCIAL INFORMATION | |
Percentage of ownership interest of guarantor subsidiaries | 1.00% |
8.875% senior notes | |
GUARANTOR FINANCIAL INFORMATION | |
Interest rate (as a percent) | 8.88% |
12.25% / 13.00% senior PIK toggle notes due 2018 | Venoco, Inc | |
GUARANTOR FINANCIAL INFORMATION | |
Interest rate (as a percent) | 12.25% |
12.25% / 13.00% senior PIK toggle notes due 2018 | Denver Parent Corporation | |
GUARANTOR FINANCIAL INFORMATION | |
Interest rate (as a percent) | 13.00% |
Number of guarantors | 0 |
12.25% / 13.00% senior PIK toggle notes due 2018 | Denver Parent Corporation | Minimum | |
GUARANTOR FINANCIAL INFORMATION | |
Interest rate (as a percent) | 12.25% |
12.25% / 13.00% senior PIK toggle notes due 2018 | Denver Parent Corporation | Maximum | |
GUARANTOR FINANCIAL INFORMATION | |
Interest rate (as a percent) | 13.00% |
GUARANTOR_FINANCIAL_INFORMATIO3
GUARANTOR FINANCIAL INFORMATION (Details 2) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | $8,054 | $15,656 | $21,420 | $17,336 |
Accounts receivable | 12,307 | 14,912 | ||
Inventories | 3,386 | 3,370 | ||
Other current assets | 3,337 | 4,721 | ||
Commodity derivatives | 49,484 | 48,298 | ||
Total current assets | 76,568 | 86,957 | ||
PROPERTY, PLANT & EQUIPMENT, NET | 481,924 | 488,514 | ||
COMMODITY DERIVATIVES | 26,647 | 29,793 | ||
TOTAL ASSETS | 600,407 | 620,947 | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued liabilities | 18,073 | 20,535 | ||
Interest payable | 5,535 | 17,329 | ||
Share-based compensation | 602 | 2,236 | ||
Total current liabilities | 24,210 | 40,100 | ||
LONG-TERM DEBT | 855,736 | 840,065 | ||
ASSET RETIREMENT OBLIGATIONS | 30,848 | 30,351 | 37,627 | |
SHARE-BASED COMPENSATION | 731 | 648 | ||
Total liabilities | 911,525 | 911,164 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -311,118 | -290,217 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 600,407 | 620,947 | ||
Eliminations | ||||
CURRENT ASSETS: | ||||
INVESTMENTS IN AFFILIATES | -563,401 | -563,401 | ||
TOTAL ASSETS | -563,401 | -563,401 | ||
CURRENT LIABILITIES: | ||||
INTERCOMPANY PAYABLES (RECEIVABLES) | 36 | 36 | ||
Total liabilities | 36 | 36 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -563,437 | -563,437 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | -563,401 | -563,401 | ||
Venoco, Inc. | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 7,921 | 15,455 | 16,822 | 828 |
Accounts receivable | 12,307 | 14,912 | ||
Inventories | 3,386 | 3,370 | ||
Other current assets | 3,333 | 4,715 | ||
Commodity derivatives | 49,484 | 48,298 | ||
Total current assets | 76,431 | 86,750 | ||
PROPERTY, PLANT & EQUIPMENT, NET | 481,924 | 488,514 | ||
COMMODITY DERIVATIVES | 26,647 | 29,793 | ||
OTHER | 11,044 | 11,197 | ||
TOTAL ASSETS | 596,046 | 616,254 | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued liabilities | 18,073 | 20,535 | ||
Interest payable | 5,535 | 17,329 | ||
Share-based compensation | 602 | 2,236 | ||
Total current liabilities | 24,210 | 40,100 | ||
LONG-TERM DEBT | 571,400 | 565,000 | ||
ASSET RETIREMENT OBLIGATIONS | 30,848 | 30,351 | ||
SHARE-BASED COMPENSATION | 731 | 648 | ||
Total liabilities | 627,189 | 636,099 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -31,143 | -19,845 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 596,046 | 616,254 | ||
Venoco, Inc | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 7,921 | 15,455 | 16,822 | 828 |
Accounts receivable | 11,059 | 14,140 | ||
Inventories | 3,386 | 3,370 | ||
Other current assets | 3,333 | 4,715 | ||
Commodity derivatives | 49,484 | 48,298 | ||
Total current assets | 75,183 | 85,978 | ||
PROPERTY, PLANT & EQUIPMENT, NET | 648,194 | 654,549 | ||
COMMODITY DERIVATIVES | 26,647 | 29,793 | ||
INVESTMENTS IN AFFILIATES | 563,401 | 563,401 | ||
OTHER | 10,985 | 11,138 | ||
TOTAL ASSETS | 1,324,410 | 1,344,859 | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued liabilities | 18,073 | 20,535 | ||
Interest payable | 5,535 | 17,329 | ||
Share-based compensation | 602 | 2,236 | ||
Total current liabilities | 24,210 | 40,100 | ||
LONG-TERM DEBT | 571,400 | 565,000 | ||
ASSET RETIREMENT OBLIGATIONS | 28,365 | 27,906 | ||
SHARE-BASED COMPENSATION | 731 | 648 | ||
INTERCOMPANY PAYABLES (RECEIVABLES) | 738,681 | 735,845 | ||
Total liabilities | 1,363,387 | 1,369,499 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -38,977 | -24,640 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 1,324,410 | 1,344,859 | ||
Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Accounts receivable | 51 | 56 | ||
Total current assets | 51 | 56 | ||
PROPERTY, PLANT & EQUIPMENT, NET | -184,388 | -184,362 | ||
OTHER | 59 | 59 | ||
TOTAL ASSETS | -184,278 | -184,247 | ||
CURRENT LIABILITIES: | ||||
ASSET RETIREMENT OBLIGATIONS | 1,685 | 1,652 | ||
INTERCOMPANY PAYABLES (RECEIVABLES) | -655,458 | -655,326 | ||
Total liabilities | -653,773 | -653,674 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 469,495 | 469,427 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | -184,278 | -184,247 | ||
Non-Guarantor Subsidiary | ||||
CURRENT ASSETS: | ||||
Accounts receivable | 1,197 | 716 | ||
Total current assets | 1,197 | 716 | ||
PROPERTY, PLANT & EQUIPMENT, NET | 18,118 | 18,327 | ||
TOTAL ASSETS | 19,315 | 19,043 | ||
CURRENT LIABILITIES: | ||||
ASSET RETIREMENT OBLIGATIONS | 798 | 793 | ||
INTERCOMPANY PAYABLES (RECEIVABLES) | -83,259 | -80,555 | ||
Total liabilities | -82,461 | -79,762 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 101,776 | 98,805 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $19,315 | $19,043 |
GUARANTOR_FINANCIAL_INFORMATIO4
GUARANTOR FINANCIAL INFORMATION (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
REVENUES: | ||
Oil and natural gas sales | $19,749 | $62,538 |
Other | 669 | 459 |
Total revenues | 20,418 | 62,997 |
EXPENSES: | ||
Lease operating expense | 14,932 | 19,468 |
Production and property taxes | 2,132 | 1,736 |
Transportation expense | 47 | 57 |
Depletion, depreciation and amortization | 8,821 | 11,176 |
Accretion of asset retirement obligations | 497 | 667 |
General and administrative, net of amounts capitalized | 6,738 | 8,916 |
Total expenses | 33,167 | 42,020 |
Income (loss) from operations | -12,749 | 20,977 |
FINANCING COSTS AND OTHER: | ||
Interest expense, net | 20,682 | 21,123 |
Amortization of deferred loan costs | 871 | 1,077 |
Commodity derivative losses (gains), net | -12,905 | -2,095 |
Total financing costs and other | 8,648 | 20,105 |
Income (loss) before income taxes | -21,397 | 872 |
Net income (loss) | -21,397 | 872 |
Eliminations | ||
REVENUES: | ||
Other | -1,950 | -1,474 |
Total revenues | -1,950 | -1,474 |
EXPENSES: | ||
Transportation expense | -1,855 | -1,381 |
General and administrative, net of amounts capitalized | -95 | -93 |
Total expenses | -1,950 | -1,474 |
FINANCING COSTS AND OTHER: | ||
Equity in subsidiary income | -1,884 | -1,541 |
Income (loss) before income taxes | -1,884 | -1,541 |
Net income (loss) | -1,884 | -1,541 |
Venoco, Inc. | ||
REVENUES: | ||
Oil and natural gas sales | 19,749 | 62,538 |
Other | 669 | 459 |
Total revenues | 20,418 | 62,997 |
EXPENSES: | ||
Lease operating expense | 14,932 | 19,468 |
Production and property taxes | 2,132 | 1,736 |
Transportation expense | 47 | 57 |
Depletion, depreciation and amortization | 8,821 | 11,176 |
Accretion of asset retirement obligations | 497 | 667 |
General and administrative, net of amounts capitalized | 6,670 | 8,662 |
Total expenses | 33,099 | 41,766 |
Income (loss) from operations | -12,681 | 21,231 |
FINANCING COSTS AND OTHER: | ||
Interest expense, net | 11,411 | 12,940 |
Amortization of deferred loan costs | 607 | 833 |
Commodity derivative losses (gains), net | -12,905 | -2,095 |
Total financing costs and other | -887 | 11,678 |
Income (loss) before income taxes | -11,794 | 9,553 |
Net income (loss) | -11,794 | 9,553 |
Venoco, Inc | ||
REVENUES: | ||
Oil and natural gas sales | 19,602 | 62,213 |
Other | 121 | 115 |
Total revenues | 19,723 | 62,328 |
EXPENSES: | ||
Lease operating expense | 14,077 | 18,780 |
Production and property taxes | 2,132 | 1,736 |
Transportation expense | 1,894 | 1,435 |
Depletion, depreciation and amortization | 8,586 | 10,942 |
Accretion of asset retirement obligations | 459 | 625 |
General and administrative, net of amounts capitalized | 6,667 | 8,631 |
Total expenses | 33,815 | 42,149 |
Income (loss) from operations | -14,092 | 20,179 |
FINANCING COSTS AND OTHER: | ||
Interest expense, net | 13,040 | 14,374 |
Amortization of deferred loan costs | 607 | 833 |
Commodity derivative losses (gains), net | -12,905 | -2,095 |
Total financing costs and other | 742 | 13,112 |
Equity in subsidiary income | 1,884 | 1,541 |
Income (loss) before income taxes | -12,950 | 8,608 |
Income tax provision (benefit) | -1,155 | -945 |
Net income (loss) | -11,795 | 9,553 |
Guarantor Subsidiaries | ||
REVENUES: | ||
Oil and natural gas sales | 147 | 325 |
Total revenues | 147 | 325 |
EXPENSES: | ||
Lease operating expense | 11 | 18 |
Transportation expense | 8 | 3 |
Depletion, depreciation and amortization | 26 | 26 |
Accretion of asset retirement obligations | 33 | 31 |
Total expenses | 78 | 78 |
Income (loss) from operations | 69 | 247 |
FINANCING COSTS AND OTHER: | ||
Income (loss) before income taxes | 69 | 247 |
Income tax provision (benefit) | 26 | 94 |
Net income (loss) | 43 | 153 |
Non-Guarantor Subsidiary | ||
REVENUES: | ||
Other | 2,498 | 1,818 |
Total revenues | 2,498 | 1,818 |
EXPENSES: | ||
Lease operating expense | 844 | 670 |
Depletion, depreciation and amortization | 209 | 208 |
Accretion of asset retirement obligations | 5 | 11 |
General and administrative, net of amounts capitalized | 98 | 124 |
Total expenses | 1,156 | 1,013 |
Income (loss) from operations | 1,342 | 805 |
FINANCING COSTS AND OTHER: | ||
Interest expense, net | -1,629 | -1,434 |
Total financing costs and other | -1,629 | -1,434 |
Income (loss) before income taxes | 2,971 | 2,239 |
Income tax provision (benefit) | 1,129 | 851 |
Net income (loss) | $1,842 | $1,388 |
GUARANTOR_FINANCIAL_INFORMATIO5
GUARANTOR FINANCIAL INFORMATION (Details 4) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | ($10,730) | ($11,524) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for oil and natural gas properties | -4,596 | -26,182 |
Acquisitions of oil and natural gas properties | -10 | -16 |
Expenditures for property and equipment and other | -43 | -177 |
Proceeds provided by sale of oil and natural gas properties | 1,786 | |
Net cash provided by (used in) investing activities | -2,863 | -26,375 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from long-term debt | 15,000 | 97,000 |
Principal payments on long-term debt | -8,600 | -55,000 |
Payments for deferred loan costs | -409 | -17 |
Net cash provided by (used in) financing activities | 5,991 | 41,983 |
Net (decrease) increase in cash and cash equivalents | -7,602 | 4,084 |
Cash and cash equivalents, beginning of period | 15,656 | 17,336 |
Cash and cash equivalents, end of period | 8,054 | 21,420 |
Venoco, Inc. | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | -10,662 | 4,287 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for oil and natural gas properties | -4,596 | -26,182 |
Acquisitions of oil and natural gas properties | -10 | -16 |
Expenditures for property and equipment and other | -43 | -177 |
Proceeds provided by sale of oil and natural gas properties | 1,786 | |
Net cash provided by (used in) investing activities | -2,863 | -26,375 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from long-term debt | 15,000 | 97,000 |
Principal payments on long-term debt | -8,600 | -55,000 |
Payments for deferred loan costs | -409 | -13 |
Dividend paid to Denver Parent Corporation | -3,905 | |
Net cash provided by (used in) financing activities | 5,991 | 38,082 |
Net (decrease) increase in cash and cash equivalents | -7,534 | 15,994 |
Cash and cash equivalents, beginning of period | 15,455 | 828 |
Cash and cash equivalents, end of period | 7,921 | 16,822 |
Venoco, Inc | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | -13,498 | 1,628 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for oil and natural gas properties | -4,596 | -26,024 |
Acquisitions of oil and natural gas properties | -10 | -16 |
Expenditures for property and equipment and other | -43 | -177 |
Proceeds provided by sale of oil and natural gas properties | 1,786 | |
Net cash provided by (used in) investing activities | -2,863 | -26,217 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from (repayments of) intercompany borrowings | 2,836 | 2,501 |
Proceeds from long-term debt | 15,000 | 97,000 |
Principal payments on long-term debt | -8,600 | -55,000 |
Payments for deferred loan costs | -409 | -13 |
Dividend paid to Denver Parent Corporation | -3,905 | |
Net cash provided by (used in) financing activities | 8,827 | 40,583 |
Net (decrease) increase in cash and cash equivalents | -7,534 | 15,994 |
Cash and cash equivalents, beginning of period | 15,455 | 828 |
Cash and cash equivalents, end of period | 7,921 | 16,822 |
Guarantor Subsidiaries | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | 132 | 331 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for oil and natural gas properties | 2 | |
Net cash provided by (used in) investing activities | 2 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from (repayments of) intercompany borrowings | -132 | -333 |
Net cash provided by (used in) financing activities | -132 | -333 |
Non-Guarantor Subsidiary | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | 2,704 | 2,328 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for oil and natural gas properties | -160 | |
Net cash provided by (used in) investing activities | -160 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from (repayments of) intercompany borrowings | -2,704 | -2,168 |
Net cash provided by (used in) financing activities | ($2,704) | ($2,168) |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Apr. 02, 2015 | Mar. 31, 2015 |
item | ||
8.875% senior notes | ||
Subsequent Event | ||
Interest rate (as a percent) | 8.88% | |
Subsequent event | ||
Subsequent Event | ||
Number of debt instruments | 3 | |
Subsequent event | January 1 - December 31, 2016 | ||
Subsequent Event | ||
Proceeds of derivative contract | 15.6 | |
Nonmonetary notional amount | 1,715 | |
Subsequent event | Revolving credit agreement | ||
Subsequent Event | ||
Proceeds from issuance used for repayments of debt | 72 | |
Subsequent event | 8.875% senior notes | ||
Subsequent Event | ||
Proceeds from issuance used for repayments of debt | 194 | |
Venoco, Inc. | 8.875% senior notes | ||
Subsequent Event | ||
Face value | 500 | |
Interest rate (as a percent) | 8.88% | |
Venoco, Inc. | Subsequent event | ||
Subsequent Event | ||
Number of debt instruments | 3 | |
Venoco, Inc. | Subsequent event | Term Loan | ||
Subsequent Event | ||
Face value | 75 | |
Interest rate for first thirty days (as a percent) | 4.00% | |
Number of days until which Interest rate remains 4 percent | 30 days | |
Interest rate after first thirty days (as a percent) | 12.00% | |
Venoco, Inc. | Subsequent event | Senior Notes | First lien senior secured notes | ||
Subsequent Event | ||
Face value | 175 | |
Interest rate (as a percent) | 12.00% | |
Venoco, Inc. | Subsequent event | Senior Notes | First lien senior secured notes | First redemption | ||
Subsequent Event | ||
Redemption price (as a percent) | 109.00% | |
Venoco, Inc. | Subsequent event | Senior Notes | First lien senior secured notes | Final redemption | ||
Subsequent Event | ||
Redemption price (as a percent) | 100.00% | |
Venoco, Inc. | Subsequent event | Senior Notes | Second lien senior secured notes | ||
Subsequent Event | ||
Face value | 150 | |
Cash interest rate (as a percent) | 8.88% | |
Paid in kind interest rate (as a percent) | 12.00% | |
Period for commencing interest payment | 24 months | |
Venoco, Inc. | Subsequent event | Revolving credit agreement | ||
Subsequent Event | ||
Proceeds from issuance used for repayments of debt | 72 | |
Venoco, Inc. | Subsequent event | 8.875% senior notes | ||
Subsequent Event | ||
Proceeds from issuance used for repayments of debt | 194 | |
Maximum | Venoco, Inc. | Subsequent event | ||
Subsequent Event | ||
Additional secured or unsecured indebtedness | 25 | |
Maximum | Venoco, Inc. | Subsequent event | Senior Notes | Second lien senior secured notes | ||
Subsequent Event | ||
Additional secured or unsecured indebtedness | 50 | |
Maximum | Venoco, Inc. | Subsequent event | Senior Notes | Third lien senior secured notes or unsecured debt | ||
Subsequent Event | ||
Additional secured or unsecured indebtedness | 150 |