Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 22, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | Sundance Energy Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,875,672 | |
Entity Central Index Key | 0001326089 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,212 | $ 12,382 |
Accounts receivable trade and other | 20,538 | 27,020 |
Derivative financial instruments | 60,359 | 1,215 |
Income tax receivable | 4,811 | 3,555 |
Other current assets | 4,010 | 3,616 |
Total current assets | 90,930 | 47,788 |
Oil and gas properties, successful efforts method | 1,145,235 | 1,122,908 |
Less: accumulated depletion, depreciation and amortization | (403,500) | (379,961) |
Total oil and gas properties, net | 741,735 | 742,947 |
Other long-term assets: | ||
Other property and equipment, net of accumulated depreciation of $3,017 and $3,419 | 1,818 | 1,963 |
Income tax receivable | 1,172 | |
Operating lease right-of-use assets | 13,917 | 17,331 |
Derivative financial instruments | 28,643 | 878 |
Other long-term assets | 1,638 | 1,835 |
TOTAL ASSETS | 878,681 | 813,914 |
Current liabilities: | ||
Accounts payable trade | 42,176 | 43,284 |
Accrued liabilities | 22,211 | 26,409 |
Derivative liabilities | 3,075 | 4,394 |
Operating lease liabilities - current | 5,454 | 7,720 |
Total current liabilities | 72,916 | 81,807 |
Long-term liabilities: | ||
Long-term debt | 354,210 | 353,490 |
Asset retirement obligations | 4,152 | 3,653 |
Operating lease liabilities - long term | 8,464 | 9,611 |
Derivative financial instruments | 5,024 | 3,669 |
Deferred tax liabilities | 18,787 | 7,138 |
Other long-term liabilities | 957 | 1,149 |
Total long-term liabilities | 391,594 | 378,710 |
Total liabilities | 464,510 | 460,517 |
Commitments and contingencies (Note 14) | ||
Stockholders' Equity: | ||
Common stock, $0.001 value, 100,000,000 shares authorized; 6,875,672 issued and outstanding at March 31, 2020 and 6,875,672 shares issued and outstanding at December 31, 2019. | 7 | 7 |
Additional paid-in capital | 633,350 | 633,246 |
Accumulated deficit | (218,902) | (279,144) |
Accumulated other comprehensive loss | (284) | (712) |
Total stockholders' equity | 414,171 | 353,397 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 878,681 | $ 813,914 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accumulated depreciation, other property and equipment | $ 3,017 | $ 3,419 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,875,672 | 6,875,672 |
Common stock, shares outstanding | 6,875,672 | 6,875,672 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 32,343 | $ 47,740 |
Operating expenses: | ||
Lease operating and workover expense | 8,160 | 10,128 |
Gathering, processing and transportation expense | 3,614 | 2,825 |
Production taxes | 2,012 | 3,129 |
Exploration expense | 149 | 15 |
Depreciation, depletion and amortization expense | 24,354 | 21,504 |
Impairment expense | 3,330 | |
General and administrative expense | 5,550 | 5,289 |
(Gain) loss on commodity derivative financial instruments | (95,863) | 33,343 |
Other expense (income), net | 181 | (19) |
Total operating expenses | (51,843) | 79,544 |
Income (loss) from operations: | 84,186 | (31,804) |
Other expense | ||
Interest expense | (12,377) | (9,779) |
Total other expense | (12,377) | (9,779) |
Income (loss) before income taxes | 71,809 | (41,583) |
Income taxes | ||
Current benefit (expense) | 83 | |
Deferred benefit (expense) | (11,650) | 4,374 |
Total income tax benefit (expense) | (11,567) | 4,374 |
Net income (loss) | $ 60,242 | $ (37,209) |
Income (loss) per common share | ||
Basic | $ 8.76 | $ (5.41) |
Diluted | $ 8.76 | $ (5.41) |
Weighted average shares outstanding | ||
Basic | 6,874,848 | 6,873,950 |
Diluted | 6,874,854 | 6,873,950 |
Comprehensive income (loss) | ||
Net income (loss) | $ 60,242 | $ (37,209) |
Other comprehensive income (loss): | ||
Foreign currency translation | 428 | (22) |
Total comprehensive income (loss) | 60,670 | (37,231) |
Oil sales | ||
Revenues: | ||
Total revenues | 28,356 | 40,796 |
Natural gas sales | ||
Revenues: | ||
Total revenues | 2,187 | 3,278 |
Natural gas liquid sales | ||
Revenues: | ||
Total revenues | $ 1,800 | $ 3,666 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated other comprehensive loss | Total |
Balance at the beginning of period at Dec. 31, 2018 | $ 7 | $ 632,742 | $ (239,554) | $ (706) | $ 392,489 |
Balance at the beginning of period (in shares) at Dec. 31, 2018 | 6,874,622 | ||||
Stock-based compensation | 135 | 135 | |||
Stock-based compensation (in shares) | 1,050 | ||||
Net income (loss) | (37,209) | (37,209) | |||
Foreign currency translation | (22) | (22) | |||
Balance at the end of period at Mar. 31, 2019 | $ 7 | 632,877 | (276,763) | (728) | 355,393 |
Balance at the end of period (in shares) at Mar. 31, 2019 | 6,875,672 | ||||
Balance at the beginning of period at Dec. 31, 2019 | $ 7 | 633,246 | (279,144) | (712) | 353,397 |
Balance at the beginning of period (in shares) at Dec. 31, 2019 | 6,875,672 | ||||
Stock-based compensation | 104 | 104 | |||
Net income (loss) | 60,242 | 60,242 | |||
Foreign currency translation | 428 | 428 | |||
Balance at the end of period at Mar. 31, 2020 | $ 7 | $ 633,350 | $ (218,902) | $ (284) | $ 414,171 |
Balance at the end of period (in shares) at Mar. 31, 2020 | 6,875,672 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 60,242 | $ (37,209) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion and amortization expense | 24,354 | 21,504 |
Impairment expense | 3,330 | |
Stock-based compensation | 104 | 135 |
Deferred income tax (benefit) expense | 11,650 | (4,374) |
(Gain) loss on commodity derivative financial instruments | (95,863) | 33,343 |
Net cash settlements received on commodity derivative contracts | 6,689 | 3,796 |
Unrealized loss on interest rate swaps | 2,302 | 1,681 |
Amortization of deferred financing fees | 886 | 765 |
Write-off of deferred financing fees | 1,056 | |
Loss on disposal of proved oil and gas properties | 295 | |
Other | 2 | |
Changes in assets and liabilities: | ||
Accounts receivable trade and other | 5,913 | 7,538 |
Income tax receivable | (83) | |
Accounts payable trade | (1,164) | (7,666) |
Accrued liabilities | (8,388) | 4,031 |
Other assets and liabilities, net | 577 | (366) |
Net cash provided by operating activities | 8,570 | 26,510 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures for proved oil and gas properties | (18,238) | (53,957) |
Capital expenditures for unproved oil and gas properties | (15) | (174) |
Other property and equipment | (266) | (16) |
Net cash used in investing activities | (18,519) | (54,147) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from borrowings | 30,000 | |
Payments of debt issuance costs | (1,025) | |
Principal payments on finance lease obligations | (73) | (24) |
Net cash (used in) provided by financing activities | (1,098) | 29,976 |
Net change in cash and cash equivalents | (11,047) | 2,339 |
CASH AND CASH EQUIVALENTS | ||
Beginning of period | 12,382 | 1,581 |
Effect of exchange rates on cash | (123) | 3 |
End of period | 1,212 | 3,923 |
SUPPLEMENTAL CASH FLOW DISCLOSURES | ||
Interest paid, net of amounts capitalized | 14,175 | 7,909 |
Operating lease right-of-use assets obtain in exchange for lease liabilities | 6 | 2,300 |
Finance lease right-of-use assets obtain in exchange for lease liabilities | 44 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accounts payable and accrued expenses for oil and gas properties | $ 30,008 | $ 27,230 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION Description of Operations On November 26, 2019, a new Delaware corporation named Sundance Energy Inc. (the “Company”) acquired all of the issued and outstanding ordinary shares of Sundance Energy Australia Limited (“SEAL”), an Australian Company, pursuant to a Scheme of Arrangement under Australian law (the “Scheme”) which was approved by SEAL’s shareholders on November 8, 2019 and the Federal Court of Australia on November 14, 2019. These events are collectively referred to as the “Redomiciliation”. Prior to the Redomiciliation, the Company’s ordinary shares were listed on the Australian Securities Exchange (“ASX”) and Sundance Energy Inc. had no business or operations. Following the Redomiciliation, the business and the operations of Sundance Energy Inc. consist solely of the historical business and operations of SEAL and its subsidiaries. In the Redomiciliation, all outstanding SEAL ordinary shares on November 26, 2019, were cancelled and shares of the Company’s common stock, par value $0.001 per share, were issued. Each of SEAL’s shareholders received one share of the Company’s common stock in exchange for 100 SEAL ordinary shares held. The purpose of the Redomiciliation was to reorganize the operations of SEAL, a public company incorporated under the laws of the State of South Australia, into a structure whereby the ultimate parent company of the Sundance group of companies would be a Delaware corporation. In connection with the Redomiciliation, the ordinary shares of SEAL were delisted from the ASX, and the common stock of Sundance Energy Inc. began trading on the Nasdaq Global Market on November 26, 2019 under the ticker symbol “SNDE”, the same symbol under which SEAL’s American Depository Shares were traded on Nasdaq Global Market prior to the implementation of the Redomiciliation. Immediately following the effectiveness of the Redomiciliation, SEAL distributed all of its assets to Sundance Energy Inc., and Sundance Energy Inc. assumed all of the liabilities of SEAL. Unless the context otherwise requires, references to “Sundance,” “we,” “us,” “our,” and the “Company” refer to (i) SEAL and its subsidiaries prior to the Redomiciliation and (ii) Sundance Energy Inc. and its subsidiaries upon completion of the Redomiciliation, as applicable. Sundance Energy Inc. is an independent oil and gas company engaged in the development, production and exploration of oil, natural gas and natural gas liquids (“NGLs”) primarily targeting the Eagle Ford basin in South Texas. Basis of Presentation Prior to the Redomiciliation, SEAL reported its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). Following the Redomiciliation, the Company retroactively transitioned to accounting principles generally accepted in the United States of America (“GAAP”) and applied GAAP retrospectively for all prior periods presented. The accompanying unaudited financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting . Accordingly, certain disclosures required by accounting principles generally accepted in the United States and normally included in Annual Reports on Form 10-K have been omitted. Although management believes that our disclosures in these interim financial statements are adequate, they should be read in conjunction with the financial statements, summary of significant accounting policies, and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2019. Except as disclosed herein The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year. In management’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of our consolidated financial position as of March 31, 2020 and our consolidated results of operations for the three months ended March 31, 2020 and 2019. Going Concern The accompanying condensed consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In March 2020, the prevailing market price for oil prices decreased from an average of approximately $60 per barrel for December 2019 to less than $20 per barrel. As described in Note 3, the Company is required to meet certain financial and non-financial covenants as a condition to its credit facilities. Under the Company’s second lien term loan (“Term Loan”), the Company is required to maintain an Asset Coverage Ratio of not less than 1.5 to 1.0, which is calculated as the value of its Total Proved Reserves (PV 9%) based upon the forward month prices quoted on the NYMEX, adjusted for basis differentials or premiums and transportation costs and to reflect the Company’s commodity hedging agreements then in effect to Total Debt. The value of the Company’s oil and gas reserves, (including “Total Proved Reserves” as described in the Term Loan agreement) is highly sensitive to future commodity prices. The Company regularly enters into commodity derivative contracts to protect the cash flows associated with the Company’s proved developed producing wells and to provide supplemental liquidity to mitigate decreases in revenue due to reductions in commodity prices. Based on the Company’s historical experience, in periods of sustained low commodity prices, the prevailing market price for oil and gas services has also decreased, including the types of costs included in the Company’s lease operating expenses, drilling costs, completion costs and costs to equip its wells. In March and April 2020, the Company renegotiated pricing with a number of its vendors and entered into contractual arrangements with drilling and completion service providers. As a result, the Company has realized lower drilling and completion costs on recent development relative to the costs incurred in 2019 and the assumed costs in the Company’s year-end reserve report. The Company also changed its field operating procedures in response to the material drop in oil prices which further reduces its cost structure relative to those realized in 2019 and those used in the Company’s year-end reserve report. Additionally, in early May 2020 the Company made reductions of internal costs, including implementing a reduction in force and certain salary reductions. Commodity hedging that the Company currently has in place, combined with cost reductions are expected to reduce the impact of recent commodity price declines. However, given the recent decline and continued volatility of commodity prices, the Company cannot assert that it is probable that it will comply with the Asset Coverage Ratio and other covenants within the next 12 months following the date of this report. A breach of any covenant in Company’s credit agreements will result in default or cross-default under the Company’s Term Loan and revolving credit facility, after any applicable grace period, which could result in acceleration of the amounts outstanding under the credit facilities by the Company’s lenders. Additionally, the Company’s credit facilities contain the requirement to deliver audited consolidated financial statements without a going concern or like qualification or exception. The issuance of the Company’s annual report for the year ended December 31, 2019 with the accompanying audit opinion which included a going concern paragraph constituted a default under the senior secured revolving credit facility (“Revolving Facility”) and Term Loan. The Company obtained waivers from its Revolving Facility and Term Loan lenders to waive any potential defaults arising from the failure to deliver audited consolidated financial statements and related reports and certificates by the applicable deadlines, and with respect to inclusion of the going concern explanatory paragraph included in the audit report for the fiscal year ended December 31, 2019. These waivers were effective April 29, 2020, subject to the conditions set forth in the waivers, described in Note 12. In consideration for the waiver with respect to the Term Loan, the Company agreed to amend certain provisions in its Term Loan. The third amendment to the Term Loan was executed on June 24, 2020. In consideration of the waiver with respect to the Revolving Facility, the Company agreed to make corresponding changes to the Revolving Facility. The fifth amendment to the Revolving Facility was executed on June 24, 2020 The amendments are described in Note 3 and Note 12. Although the Company has obtained these waivers, there is no guarantee that its lenders will agree to waive events of default or potential events of default in the future. In the event that some or all of the amounts outstanding under its credit facilities are accelerated and become immediately due and payable, the Company does not have sufficient liquidity to repay such outstanding amounts. These conditions and events raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management is implementing several initiatives to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, which include the following: · Continuing to renegotiate pricing with a number of its operating expenditure vendors; · Pursuing further changes to its cost structure in response to the material drop in oil prices; and · Pursuing additional costs savings with its vendors and reductions of other internal costs There can be no assurance that sufficient liquidity can be obtained to meet the outstanding obligations of the Company, if repayment of its credit facilities is accelerated. As a result, and given the continued volatility in commodity prices, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include (i) oil and natural gas reserves; (ii) impairment tests of long-lived assets; (iii) depreciation, depletion and amortization; (iv) asset retirement obligations; (v) income taxes; (vi) accrued liabilities; (vii) valuation of derivative instruments; and (ix) accrued revenue and related receivables. Although management believes these estimates are reasonable, actual results could differ from these estimates. Further, these estimates and other factors, including those outside of the Company’s control, such as the impact of lower commodity prices, may have a significant negative impact to the Company’s business, financial condition, results of operations and cash flows. Customer Concentration Risk During the three months ended March 31, 2020, the Company had two customers that each accounted for 10% or more of the Company’s total oil, NGL and natural gas sales (67% and 14%, respectively). The Company does not believe the loss of any single purchaser would materially impact the Company’s operating results because oil, natural gas and NGL are commodities for which there are a large number of potential buyers. Because of the adequacy of the infrastructure to transport oil and natural gas in the areas in which the Company operates, if the Company were to lose one or more customers, management believes that it could readily procure substitute or additional customers. Recently Issued and Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides a model, known as the current expected credit loss model (“CECL model”), to estimate the expected lifetime credit loss on financial assets, including trade and other receivables. The Company adopted the ASU effective January 1, 2020, and it did not have a material impact on the Company’s consolidated financial statements as the Company does not have a history of material credit losses. The Company continues to monitor the credit risk from trade receivable counterparties to determine if expected credit losses may become material. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure framework - Changes to the Disclosure Requirements for Fair Value Measurement, which removes or modifies current fair value disclosures and adds additional disclosures to improve effectiveness The Company adopted this ASU on January 1, 2020, and the adoption did not have a material impact on the consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 was issued to reduce the complexity of accounting for income taxes including requirements related to (i) the intraperiod tax allocation exception to the incremental approach; (ii) interim-period accounting for enacted changes in tax laws; and (iii) the year-to-date loss limitation in interim-period tax accounting. The guidance is to be applied using a prospective method, excluding amendments related to franchise taxes, which should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not expect adoption of ASU 2019-12 to have a material impact on the Company’s consolidated financial statements or disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Generally, the guidance is to be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is evaluating the options provided by ASU 2020-04 and has not and has not determined the full impact on its consolidated financial statements and related disclosures related to its Term Loan and Revolving Facility. |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 3 Months Ended |
Mar. 31, 2020 | |
OIL AND GAS PROPERTIES | |
OIL AND GAS PROPERTIES | NOTE 2 — OIL AND GAS PROPERTIES Net capitalized costs related to the Company’s oil and gas producing activities at March 31, 2020 and December 31, 2019 are as follows (in thousands): March 31, December 31, 2020 2019 Oil and gas properties, successful efforts method: Unproved $ 24,984 $ 25,037 Proved 1,104,879 1,090,774 Work in progress 15,372 7,097 1,145,235 1,122,908 Accumulated depletion, depreciation and amortization (403,500) (379,961) Oil and gas properties, net $ 741,735 $ 742,947 Capitalized Interest The Company capitalized interest of $0.2 million and $0.6 million for the three months ended March 31, 2020 and 2019, respectively. Impairment The Company identified an impairment triggering event for its proved oil and gas properties as of March 31, 2020 due to the significant decrease in oil and gas prices during period. As such, the Company performed a quantitative assessment as of March 31, 2020, and the estimated undiscounted cash flows from its proved properties exceeded the carrying value of its proved oil and gas properties and therefore no impairment expense was recorded. During the three months ended March 31, 2019, the Company recorded impairment expense of $3.3 million related to assets held for sale. The Company’s Dimmit County, Texas, oil and gas properties, were classified as held for sale at March 31, 2019, and were divested in October 2019. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2020 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 3 — LONG-TERM DEBT The following is a summary of long-term debt as of March 31, 2020 and December 31, 2019 (in thousands): March 31, December 31, 2020 2019 Revolving Facility $ 115,000 $ 115,000 Term Loan 250,000 250,000 Total long-term debt 365,000 365,000 Deferred financing fees, net of accumulated amortization (10,790) (11,510) Total credit facilities, net of deferred financing fees $ 354,210 $ 353,490 Revolving Facility On April 23, 2018, the Company entered into a syndicated Revolving Facility with Natixis, New York Branch, as administrative agent, with initial availability of $87.5 million ($250.0 million face). The Revolving Facility is secured by certain of the Company’s oil and gas properties and will mature in October 2022. The Revolving Facility is subject to a borrowing base, which is redetermined at least semi-annually and will depend on the volumes of the Company’s proved oil and gas reserves, commodity prices, estimated cash flows from these reserves and other information deemed relevant by the Revolving Facility lenders. As discussed below, the most recent redetermination was completed in June 2020. If, upon any downward adjustment of the borrowing base, the outstanding borrowings are in excess of the revised borrowing base, the Company may have to repay its indebtedness in excess of the borrowing base immediately, or in five monthly installments. In January 2020, the Company entered into the fourth amendment to the Revolving Facility, which increased the borrowing base to $210 million (with elected borrowing commitments of $190 million), increased the maximum credit amount from $250 million to $500 million, revised the Leverage Ratio, and Interest Coverage Ratio covenant (as reflected below) and appointed Toronto Dominion (Texas) LLC, as the administrative agent. the Company wrote-off previously capitalized deferred financing fees of $1.1 million during the three months ended March 31, 2020 in accordance with ASC 470 Debt , which is included in interest expense on the consolidated statement of operations. The Company capitalized new financing and legal fees of $1.0 million, which will be amortized over the remaining loan term. As of March 31, 2020, the Company had letters of credit of $16.4 million outstanding on the Revolving Facility, and $58.6 million of undrawn borrowing capacity. As of March 31, 2020, interest on the Revolving Facility accrued at a rate equal to LIBOR, plus a margin ranging from 2.25% to 3.25%, depending on the level of funds borrowed. The stated weighted average interest rate on the Revolving Facility was 4.42% as of March 31, 2020. Under the Revolving Facility, the Company is required to maintain the following financial ratios: · a minimum Current Ratio, consisting of consolidated current assets (as defined in the Revolving Facility) including undrawn borrowing capacity to consolidated current liabilities (as defined in the Revolving Facility), of not less than 1.0 to 1.0 as of the last day of any fiscal quarter; · a maximum Leverage Ratio, consisting of consolidated Total Debt to adjusted consolidated EBITDAX (as defined in the Revolving Facility), of not greater than 3.5 to 1.0 as of the last day of any fiscal quarter; and · a minimum Interest Coverage Ratio, consisting of EBITDAX to Consolidated Interest Expense (as defined in the Revolving Facility), of not less than 1.5 to 1.0 as of the last day of any fiscal quarter (for such time as there is a similar covenant under the Company’s or SEI’s subordinated indebtedness). As of March 31, 2020, the Company was in compliance with all restrictive and financial covenants under the Revolving Facility. On June 24, 2020, the Revolving Facility lenders provided notice to the Company that they had completed the Company’s borrowing base redetermination and via the redetermination, the Company’s borrowing base was reduced from $190 million to $170 million. As of the date of this report, the Company had available borrowing capacity of $38.6 million. Also on June 24, 2020, the Company entered into the fifth amendment to the Revolving Facility In addition to the borrowing base reduction, the amendment increased the interest rate margin to a range of 2.50% to 3.50%, depending on the level of funds borrowed, and incorporated changes corresponding to the third amendment to the Term Loan described below Term Loan On April 23, 2018, the Company entered into a $250.0 million syndicated Term Loan with Morgan Stanley Energy Capital, as administrative agent, which will mature in April 2023. The Term Loan is secured by certain of the Company’s oil and gas properties. As of March 31, 2020, interest on the Term Loan accrued at a rate equal to the greater of (i) LIBOR plus 8% or (ii) 9%. The stated weighted average interest rate on the Term Loan was 9.45% as of March 31, 2020. Under the Term Loan, the Company is required to maintain the following financial ratios: · a minimum Interest Coverage Ratio, consisting of EBITDAX to Consolidated Interest Expense (as defined in the Term Loan), of not less than 1.5 to 1.0 as of the last day of any fiscal quarter (for such time as there is a similar covenant under the Company’s or SEI’s subordinated indebtedness); and · An Asset Coverage Ratio, consisting of Total Proved PV9% (including the effect of the Company’s derivative positions) to Total Debt (as defined in the Term Loan agreement), of not less than 1.50 to 1.0. As of March 31, 2020, the Company was in compliance with all restrictive and financial covenants under the Term Loan. In addition, the Company’s credit facilities contain the requirement to deliver audited consolidated financial statements without a going concern or like qualification or exception. As described in Note 1 and 12, the Company obtained waivers from its Revolving Facility and Term Loan lenders to waive the events of default arising from the inclusion of the going concern explanatory paragraph included in the audit report for the year ended December 31, 2019 and with respect to the defaults arising from a failure to deliver audited consolidated financial statements for the year ended December 31, 2019 and related reports and certificates by the applicable deadline. These waivers were effective as of April 29, 2020, subject to the conditions set forth in the waivers. As required by the Term Loan waiver, the Company entered into the third amendment to the Term Loan on June 24, 2020. The third amendment modified the Company’s Term Loan agreement as follows: · Increases the applicable interest rate margin from 8% to 10%, of which 2% of the applicable margin is payable-in-kind (“PIK”), effective May 30, 2020; · Requires that 50% of excess cash flow (as defined in the Term Loan agreement) generated during each quarter, if any, be used to pay down the outstanding balance on its Revolving Facility, with a permanent corresponding reduction in the borrowing base. If the outstanding balance on the Revolver is zero, any Required ECF Prepayment Amounts will be applied to reduce amounts outstanding under the Term Loan; · Removes the Asset Coverage Ratio requirement for the period ended March 31, 2020; · Limits the Company’s capital expenditures (as defined in the Term Loan agreement) for the period from May 1, 2020 to September 30, 2020 to $5 million; · Limits the Company’s general and administrative expense (as defined in the Term Loan agreement) for the second and third quarters of 2020 to $3 million per quarter; and · Negotiate in good faith with the Lenders by September 30, 2020 to reduce the Company’s total debt and leverage and explore transactions to increase the Company’s capital, which may include asset sales, public or private issuance of debt or equity, or any combination thereof. (1) |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2020 | |
ASSET RETIREMENT OBLIGATIONS | |
ASSET RETIREMENT OBLIGATIONS | NOTE 4 — ASSET RETIREMENT OBLIGATIONS The Company’s asset retirement obligations represent the present value of estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage, and land restoration in accordance with applicable lease terms, local, state and federal laws. The following table summarizes the changes in the Company’s asset retirement obligations for the three months ended March 31, 2020 (in thousands): For the three months ended March 31, 2020 Balance, beginning of period $ 3,653 Additional liability incurred 54 Obligations settled — Obligations on assets sold (14) Revisions in estimated cash flows 362 Accretion expense 97 Balance, end of period $ 4,152 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | NOTE 5 — INCOME TAXES For the three months ended March 31, 2020, income tax expense was calculated on a discrete basis, as the Company does not believe it can reliably estimate the annual effective tax rate for 2020. For the three months ended March 31, 2019, income tax expense during interim periods was based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the three months ended March 31, 2020 and 2019 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to changes in the valuation allowance of $3.9 million . On March 27, 2020, President Trump signed into U.S. federal law the CARES Act, which is aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit (“AMT”) refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In particular, the CARES Act, (i) eliminates the 80% of taxable income limitation by allowing corporate entities to fully utilize NOLs to offset taxable income in 2018, 2019 or 2020, (ii) allows for NOLs generated in 2018, 2019, or 2020 to be carried back 5 years, (iii) increases the net interest expense deduction limit to 50% of adjusted taxable income from 30% for tax years beginning January 1, 2019 and 2020, and (iv) allows taxpayers with AMT credits to claim a refund in 2019 for the entire amount of the credit instead of recovering the credit through refunds over a period of years, as originally enacted by the Tax Cuts and Jobs Act in 2017. As a result of the CARES Act, we reclassified $1.2 million of expect AMT refunds from long-term to current during the three months ended March 31, 2020. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. For the three months ended March 31, 2020, the Company has concluded that a discrete calculation of income taxes is appropriate due to sensitivity of the annual effective tax rate to estimates of future income and uncertainty in future estimates due to the impacts of COVID-19. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers all available evidence (both positive and negative) in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, projected future taxable income, and tax planning strategies in making this assessment. Judgment is required in considering the relative weight of negative and positive evidence. The Company continues to monitor facts and circumstances in the reassessment of the likelihood that operating loss carryforwards, credits, and other deferred tax assets will be utilized prior to their expiration. As a result, it may be determined that a deferred tax asset valuation allowance should be established or released. The Company released a portion of its valuation allowance during the three months ended March 31, 2020 as a result of current period taxable income. Future increases or decreases in a deferred tax asset valuation allowance will impact net income through offsetting changes in income tax expense. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2020 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 6 — DERIVATIVE FINANCIAL INSTRUMENTS Commodity Derivatives The Company uses derivative instruments to mitigate volatility in commodity prices. While the use of these instruments limits the downside risk of adverse price changes, their use may also limit future cash flow from favorable price changes. The Company’s policy is to hedge at least 50% of its reasonably projected oil & gas production from the Proved Reserves classified as “Developed Producing Reserves” for a rolling 36 month period, but not more than 85% of the reasonably projected production from the Proved Reserves for a rolling 24 months and not more than 75% of the reasonably projected production from the Proved reserves for months 25-60, as required by its Revolving Facility agreement. As of March 31, 2020, the Company has primarily entered into oil and gas swaps and collars and oil basis swaps. For collars, the Company receives the difference between the published index price and a floor price if the index price is below the floor price, or pays the difference between the ceiling price and the index price if the index price is above the ceiling price. No amounts are paid or received if the index price is between the floor and the ceiling prices. By using a collar, the minimum and maximum prices on the underlying production are fixed. The oil basis swaps are settled based on the difference between a published index price minus a fixed differential and the applicable local index price under which the underlying production is sold. By using a basis swap, the Company has fixed the differential between the published index price and certain of our physical pricing points. The basis swaps fix the price differential between the WTI NYMEX (Cushing Oklahoma) price and the WTI Houston Argus price. A summary of the Company’s commodity derivative positions as of March 31, 2020 follows: Oil Swaps - WTI (1) Year Volumes (Bbl) Weighted Average Price per Bbl 2020 $ 53.27 2021 $ 49.01 Oil Collars - WTI Year Volumes (Bbl) Weighted Average Price per Bbl - Floor Weighted Average Price per Bbl - Ceiling 2020 $ 55.19 $ 62.08 2021 $ 45.00 $ 65.00 2022 $ 40.00 $ 66.00 2023 $ 40.00 $ 63.10 Oil Three-Way Collars - WTI Year Volumes (Bbl) Weighted Average Price per Bbl - Floor Sold Weighted Average Price per Bbl - Floor Purchased Weighted Average Price per Bbl - Ceiling 2020 $ 34.63 $ 50.37 $ 59.38 2021 $ 35.00 $ 50.00 $ 57.50 2022 $ 35.00 $ 50.00 $ 56.90 Propane Calls Sold - OPIS Propane Mont Belvieu - TET (2) Year Volumes (Bbl) Weighted Average Price per Bbl 2020 $ 0.70 Oil Basis Swaps - WTI-HOU (3) Year Volumes (Bbl) Weighted Average Differential per Bbl 2020 $ 2.98 2021 $ 2.53 Natural Gas Swaps Price Swaps - HH (4) Price Swaps - HSC (5) Year Volumes (MMBtu) Weighted Average Price per MMBtu Volumes (MMBtu) Weighted Average Price per MMBtu 2020 $ 2.68 $ 2.53 2021 $ 2.69 $ 2.50 2022 $ 2.76 $ 2.54 2023 $ 2.64 Natural Gas Collars - HH Year Volumes (MMBtu) Weighted Average Price per MMBtu - Floor Weighted Average Price per MMBtu - Ceiling 2020 $ 2.50 $ 2.95 HSC Year Volumes (MMBtu) Weighted Average Price per MMBtu - Floor Weighted Average Price per MMBtu - Ceiling 2020 $ 2.60 $ 2.91 Subsequent to March 31, 2020, the Company entered into the following commodity derivative positions: Natural Gas Swaps Price Swaps -HH Year Volumes (MMBtu) Weighted Average Price per MMBtu 2021 $ 2.67 The following is a list of index prices: (1) WTI crude oil as quoted on NYMEX. (2) Mont Belvieu – Texas Eastern Transmission (“TET”) propane as quoted by Oil Price Information Service (“OPIS”). (3) WTI Houston Argus (“WTI-HOU”) crude oil as quoted by Argus US Pipeline. (4) Henry Hub (“HH”) natural gas as quoted on the NYMEX. (5) Houston Ship Channel (“HSC”) natural gas as quoted in Platt’s Inside FERC. Interest Rate Derivatives The Company utilizes interest rate swaps to mitigate exposure to changes in market interest rates on the Company’s variable-rate indebtedness. A summary of the Company’s interest rate swaps as of March 31, 2020 follows (notional amount in thousands): Interest Rate Swaps Portion of Term Term Loan Effective Date Termination Date Notional Amount Fixed LIBOR Rate (1) Face Amount June 11, 2019 June 11, 2020 $ 3.016 % 75 % June 11, 2020 June 11, 2021 $ 3.072 % 50 % June 11, 2021 June 11, 2022 $ 3.061 % 50 % June 13, 2022 April 23, 2023 $ 3.042 % 50 % (1) Each contract has a 1% LIBOR floor, consistent with the structure of the Term Loan. Offsetting of Derivative Assets and Liabilities. The Company nets its financial derivative instrument fair value amounts executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract. The following tables summarize the location and fair value amounts of all the Company’s derivative instruments in the consolidated balance sheets, as well as the gross recognized derivative assets, liabilities and amounts offset in the consolidated balance sheets (in thousands): March 31, 2020 Gross Gross Net Recognized Recognized Amounts Fair Value Not Designated as ASC 815 Hedges Balance Sheet Classification Assets/Liabilities Offset Assets/Liabilities DERIVATIVE ASSETS : Current: Derivative financial instruments — commodity contracts Derivative assets $ 63,643 $ (3,284) $ 60,359 Derivative financial instruments — interest rate swaps Derivative assets 726 (726) — Long-term: Derivative financial instruments — commodity contracts Derivative assets 32,933 (4,290) 28,643 Derivative financial instruments — interest rate swaps Derivative assets 1,946 (1,946) — Total derivative assets 99,248 89,002 DERIVATIVE LIABILITIES : Current: Derivative financial instruments — commodity contracts Derivative liabilities 3,318 (3,284) 34 Derivative financial instruments — interest rate swaps Derivative liabilities 3,767 (726) 3,041 Total current derivative liabilities 7,085 3,075 Long-term: Derivative financial instruments — commodity contracts Derivative liabilities 4,290 (4,290) — Derivative financial instruments — interest rate swaps Derivative liabilities 6,970 (1,946) 5,024 Total long-term derivative liabilities 11,260 5,024 Total derivative liabilities 18,345 8,099 $ 80,903 $ 80,903 December 31, 2019 Gross Gross Net Recognized Recognized Amounts Fair Value Not Designated as ASC 815 Hedges Balance Sheet Classification Assets/Liabilities Offset Assets/Liabilities DERIVATIVE ASSETS : Current: Derivative financial instruments — commodity contracts Derivative assets $ 2,863 $ (1,648) $ 1,215 Derivative financial instruments — interest rate swaps Derivative assets 8 (8) — Long-term: Derivative financial instruments — commodity contracts Derivative assets 2,637 (1,759) 878 Derivative financial instruments — interest rate swaps Derivative assets 377 (377) — Total derivative assets 5,885 2,093 DERIVATIVE LIABILITIES : Current: Derivative financial instruments — commodity contracts Derivative liabilities 3,946 (1,648) 2,298 Derivative financial instruments — interest rate swaps Derivative liabilities 2,104 (8) 2,096 Total current derivative liabilities 6,050 4,394 Long-term: Derivative financial instruments — commodity contracts Derivative liabilities 1,761 (1,759) 2 Derivative financial instruments — interest rate swaps Derivative liabilities 4,044 (377) 3,667 Total long-term derivative liabilities 5,805 3,669 Total derivative liabilities 11,855 8,063 $ (5,970) $ (5,970) Gain (Loss) Recognized in Income Not designated as ASC 815 Hedges Statement of Operations Classification 2020 2019 Commodity contracts Gain (loss) on commodity derivative financial instruments 95,863 (33,343) Interest rate swap Interest expense (2,836) (1,620) $ 93,027 $ (34,963) Contingent Features in Financial Derivative Instruments. None of the Company’s derivative instruments contain credit-risk related contingent features. To minimize credit risk, most of the counterparties to the Company’s financial derivative contracts are lenders under the Company’s credit facilities and are high credit-quality financial institutions. These institutions are secured equally with the holders of Sundance’s bank debt, which eliminates the need to post collateral when Sundance is in a derivative liability position. The Company is not required to post letters of credit or corporate guarantees for its derivative counterparties in order to secure contract performance obligations. Refer to Note 7 for additional information regarding the valuation of derivative instruments. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | NOTE 7 — FAIR VALUE MEASUREMENT The Company follows FASB ASC Topic 820 – Fair Value Measurement and Disclosure which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived from observable market data by correlation or other means. Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. The financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets are grouped into the fair value hierarchy as follows (in thousands): March 31, 2020 Level 1 Level 2 Level 3 Total Assets measured at fair value Derivative commodity contracts $ — $ 89,002 $ — $ 89,002 Liabilities measured at fair value Derivative commodity contracts — (34) — (34) Derivative interest rate swaps — (8,065) — (8,065) Total liabilities measured at fair value — (8,099) — (8,099) Net fair value $ — $ 80,903 $ — $ 80,903 December 31, 2019 Level 1 Level 2 Level 3 Total Assets measured at fair value Derivative commodity contracts $ — $ 2,093 $ — $ 2,093 Liabilities measured at fair value Derivative commodity contracts — (2,300) — (2,300) Derivative interest rate swaps — (5,763) — (5,763) Total liabilities measured at fair value — (8,063) — (8,063) Net fair value $ — $ (5,970) $ — $ (5,970) During the three months ended March 31, 2020, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into or out of Level 3 fair value measurements. Measurement of Fair Value a) Derivatives The Company’s derivative instruments consist of commodity contracts (primarily swaps and collars) and interest rate swaps. The Company utilizes present value techniques and option-pricing models for valuing its derivatives. Inputs to these valuation techniques include published forward prices, volatilities, and credit risk considerations, including the incorporation of published interest rates and credit spreads. All of the significant inputs are observable, either directly or indirectly; therefore, the Company’s derivative instruments are included within the Level 2 fair value hierarchy. b) Credit Facilities As of March 31, 2020 and December 31, 2019, the Company had $250 million and $115 million of principal debt outstanding on its Term Loan and Revolving Facility, respectively. The Company estimated that the fair value of its Term Loan at March 31, 2020 was $214 million. The fair value of the Term Loan was determined by using a discounted cash flow model using a discount rate that reflects the Company’s assumed borrowing rate at the end of the reporting period. The market for new debt was not active for oil and gas companies at quarter end due the sharp decline in oil and gas prices and the economic downturn resulting from COVID-19. The Company’s assumed borrowing rate (15%) was an estimate based on movements in the oil and gas bond markets, which were uniquely volatile at March 31, 2020. The carrying value of the Company’s Revolving Facility approximates its fair value as its variable interest rate is tied to current market rates and the applicable margins of 2.25%‑3.25% approximate market rates. c) Other Financial Instruments The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short-term nature. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2020 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 8 — STOCK-BASED COMPENSATION For the three months ended March 31, 2020 and 2019, the Company recognized stock-based compensation expense of $0.1 million and $0.1 million, respectively. Prior to the Company’s Redomiciliation, SEAL issued restricted share units (“RSUs”) pursuant to its Long Term Incentive Plan (the “Plan”) to motivate management and employees to make decisions benefiting long-term value creation, retain management and employees and reward the achievement of the Company’s long-term goals. The RSUs are generally settled based on the achievement of certain goals established by the Compensation Committee and approved by the Board. In connection with the Redomiciliation, in November 2019 Sundance Energy Inc. assumed SEAL’s obligations with respect to the settlement of the RSUs that were granted pursuant to the Plan prior to the effective date of the Redomiciliation. Accordingly, the RSUs will be settled in shares of common stock of Sundance Energy Inc. rather than ordinary shares of SEAL. Following the effective date of the Redomiciliation, no new awards or grants have been or will be made pursuant to the Plan. The following table summarizes the RSU activity from January 1, 2020 through March 31, 2020 and provides information for RSUs outstanding at the dates indicated. Weighted Average Fair Value at Number of RSUs Grant Date Outstanding at December 31, 2019 84,929 $ 22.97 Granted — $ — Vested (1) (496) $ 57.76 Forfeited (2) (9,845) $ 51.73 Outstanding at March 31, 2020 74,588 $ 18.59 (1) Vested shares are expected to be issued later during 2020. (2) Includes 496 shares that were forfeited as the market-based vesting conditions were not satisfied. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 9 — EARNINGS PER SHARE The reconciliations between basic and diluted earnings (loss) per share are as follows (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Net income (loss) $ 60,242 $ (37,209) Weighted average shares: Weighted average common shares outstanding, basic 6,874,848 6,873,950 Diluted effect of Incremental shares related to restricted share units (1) 6 — Weighted average common shares outstanding, diluted 6,874,854 6,873,950 Net income (loss) per share: Basic $ 8.76 $ (5.41) Diluted $ 8.76 $ (5.41) (1) For the three months ended March 31, 2019, the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes anti-dilutive shares of 277 shares of service-based awards. |
OTHER BALANCE SHEET DETAIL
OTHER BALANCE SHEET DETAIL | 3 Months Ended |
Mar. 31, 2020 | |
OTHER BALANCE SHEET DETAIL | |
OTHER BALANCE SHEET DETAIL | NOTE 10 — OTHER BALANCE SHEET DETAIL The following table summarizes components of selected balance sheet accounts as of the dates presented: March 31, December 31, 2020 2019 Accounts receivable trade and other Oil, natural gas and NGL sales (1) $ 7,839 $ 18,211 Joint interest owners 122 260 Commodity hedge contract receivables and other 8,370 4,342 Receivable due from buyer (Dimmit County oil and gas properties) 4,207 4,207 $ 20,538 $ 27,020 Other property and equipment, net Owned property and equipment $ 3,853 $ 4,449 Finance lease right-of-use assets 982 933 Accumulated depreciation (3,017) (3,419) $ 1,818 $ 1,963 Accrued liabilities Oil and natural gas properties: Capital expenditures $ 9,021 $ 4,168 Re-fracture liability 764 764 Lease operating and workover expenses and other 6,254 7,393 Accrued interest payable 491 6,885 General and administrative expense 5,362 6,894 Finance lease liabilities 319 305 $ 22,211 $ 26,409 Other long-term liabilities Finance lease liabilities - non-current $ 386 $ 429 Re-fracture liability 543 688 Other 28 32 $ 957 $ 1,149 (1) Receivables are from contracts with customers. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 — COMMITMENTS AND CONTINGENCIES Leases The Company enters into leases as lessee to conduct its normal operations. At March 31, 2020, the Company had operating leases in place primarily for its use of compression equipment, a drilling rig, land right of way and surface use arrangements, office facilities, and other production equipment and finance leases in place for its use of field vehicles and office equipment. Most of the Company’s leasing arrangements include extension and termination options, including evergreen provisions, all of which provide the Company flexibility in retaining the underlying facilities and equipment, as well as some protection from future price variability. The Company recognizes options to extend or terminate its leases as part of its assessment of the lease term, when it is reasonably certain to exercise the option. Some of the Company’s contracts have pricing that is variable within a range based on throughput, others have a set rate increase at predetermined intervals, and others are silent as to future increases or have a rate that is undefined for the variable components. The Company’s leases do not have future variable payments related to indices. For contracts with throughput provisions subject to a range, future payments have been included in the calculation of the lease liabilities at the contract minimum rate. Future payment increases for leases with set rate increases have been incorporated into the calculation of the lease liabilities, including the escalations. Future variable payments such as for movement or demobilization of the underlying leased asset have typically been excluded from the calculation of the lease liabilities unless they are determinable, and are expensed as incurred. The Company has applied judgment to determine the lease term for some of its lease contracts which include renewal or termination options. Certain of the Company’s leases include an “evergreen” provision that allows the contract term to continue on a month-to-month or year-to-year basis following expiration of the initial term included in the contract. The term of the lease is determined to be the non-cancelable period in the contract, plus the period beyond that cancellation period that the Company believes it is reasonably certain it will need the equipment for operational purposes. The Company’s lease obligations as of March 31, 2020 will mature as follows (in thousands): Operating Leases Finance Leases 2020 - remaining $ 5,560 $ 327 2021 3,546 298 2022 2,610 110 2023 1,922 9 2024 537 - Thereafter 1,481 - Total lease payments $ 15,656 $ 744 Less: Interest (1,738) (39) Total discounted lease payments $ 13,918 $ 705 Marketing, Gathering, Processing and Transportation Commitments In 2018 the Company entered into contracts with a large midstream company to gather, process, transport and market oil, NGL and natural gas production for certain acquired properties. The contracts contain a Minimum Revenue Commitment (“MRC’) that requires payment of minimum annual fees for those services. Fixed fees are expensed as incurred and settled with the purchaser on a monthly basis. If, at the end of each calendar year, the Company fails to satisfy the MRC, the Company is required to pay a shortfall. The total remaining MRC by fiscal year are as follows (in thousands): 2020 - remaining 2021 2022 Total Hydrocarbon gathering and handling agreement $ 12,412 $ 13,737 $ 6,453 $ 32,602 Crude oil and condensate purchase agreements 3,551 7,386 4,173 15,110 Gas processing agreement 1,365 - - 1,365 Gas transportation agreements 490 - - 490 Total MRC $ 17,818 $ 21,123 $ 10,626 $ 49,567 Cooper Basin Capital Commitments At March 31, 2020, the Company had an interest in the petroleum exploration license 570 located in the Cooper Basin, a license located in Australia (“PEL 570”). The Company had a commitment to fund exploratory drilling in the Cooper Basin of up to approximately A$10.6 million (US$6.5 million) through 2022, of which A$7.2 million (US$4.4 million) had been incurred as of March 31, 2020, with a remaining commitment of A$3.5 million. (US$2.1 million). The exploratory drilling has not resulted in any proved reserves to date. The Company recorded exploration expense of $0.1 million during the three months ended March 31, 2020. On June 12, 2020, the Company conveyed its interest in the PEL570 to the property’s operator. At the time of the conveyance, the Company had accrued expenses related to the exploratory drilling of approximately $3.5 million. As consideration for the property, the operator settled the Company’s outstanding liability for $0.9 million. Litigation The Company is involved in various legal proceedings and claims in the ordinary course of business, including mechanic’s liens and contract disputes, and recognizes a contingent liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. While the outcome of these lawsuits and claims cannot be predicted with certainty, it is the opinion of management that, as of the date of this report, it is not probable that these claims and litigation will have a material adverse impact on the Company, Accordingly, no material amounts for loss contingencies associated with litigation, claims or assessments have been accrued as of March 31, 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS As discussed in Note 1, the Company’s credit facilities contain the requirement to deliver annual audited consolidated financial statements without a going concern or like qualification or exception. The issuance of the Company’s annual report for the year ended December 31, 2019 with the accompanying audit opinion constituted a default under the Revolving Facility and Term Loan agreements. The Company obtained waivers from its Revolving Facility and Term Loan lenders to waive the events of default arising from the inclusion of the going concern explanatory paragraph included in the audit report for the year ended December 31, 2019 and with respect to the defaults arising from a failure to deliver audited consolidated financial statements for the year ended December 31, 2019 and related reports and certificates by the applicable deadline. These waivers were effective as of April 29, 2020, subject to the conditions set forth in the waivers. Under the Term Loan waiver, the Company agreed to amend certain provisions in the Term Loan, as to be mutually agreed with the Term Loan lenders. On June 24, 2020, the Company entered into the third amendment to the Term Loan, which modified the Company’s Term Loan agreement as follows: · Increases the applicable interest rate margin from 8% to 10%, of which 2% of the applicable margin is PIK, effective May 30, 2020; · Requires that 50% of excess cash flow (as defined in the Term Loan agreement) generated during each quarter, if any, be used to pay down the outstanding balance on its Revolving Facility, with a permanent corresponding reduction in the borrowing base. If the outstanding balance on the Revolver is zero, any Required ECF Prepayment Amounts will be applied to reduce amounts outstanding under the Term Loan; · Removes the Asset Coverage Ratio requirement for the period ended March 31, 2020; · Limits the Company’s capital expenditures (as defined in the Term Loan agreement) for the period from May 1, 2020 to September 30, 2020 to $5 million; · Limits the Company’s general and administrative expense (as defined in the term Loan agreement) for second and third quarters 2020 to $3 million per quarter; and · Negotiate in good faith with the Lenders by September 30, 2020 to reduce the Company’s total debt and leverage and explore transactions to increase the Company’s capital, which may include asset sales, public or private issuance of debt or equity, or any combination thereof. Under the Revolving Facility waiver, the Company was not permitted to draw any additional funds on the Revolving Facility until completion of the Company’s second quarter 2020 borrowing base redetermination. On June 24, 2020, the Revolving Facility lenders provided notice to the Company that they had completed the Company’s borrowing base redetermination and via this redetermination, the Company’s borrowing base was reduced from $190 million to $170 million. The waiver under the Revolving Facility also provided for a right to require corresponding amendments of that facility manner, as requested by the administrative agent in its discretion. The Company entered into the fifth amendment to the Revolving Facility on June 24, 2020. The amendment also increased the interest rate margin on its Revolving Facility by 25 basis points. The Company is in the process of determining the financial effect of the amendments, if any. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
BASIS OF PRESENTATION | |
Basis of Preparation | Basis of Presentation Prior to the Redomiciliation, SEAL reported its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). Following the Redomiciliation, the Company retroactively transitioned to accounting principles generally accepted in the United States of America (“GAAP”) and applied GAAP retrospectively for all prior periods presented. The accompanying unaudited financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting . Accordingly, certain disclosures required by accounting principles generally accepted in the United States and normally included in Annual Reports on Form 10-K have been omitted. Although management believes that our disclosures in these interim financial statements are adequate, they should be read in conjunction with the financial statements, summary of significant accounting policies, and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2019. Except as disclosed herein The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year. In management’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of our consolidated financial position as of March 31, 2020 and our consolidated results of operations for the three months ended March 31, 2020 and 2019. |
Going Concern | Going Concern The accompanying condensed consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In March 2020, the prevailing market price for oil prices decreased from an average of approximately $60 per barrel for December 2019 to less than $20 per barrel. As described in Note 3, the Company is required to meet certain financial and non-financial covenants as a condition to its credit facilities. Under the Company’s second lien term loan (“Term Loan”), the Company is required to maintain an Asset Coverage Ratio of not less than 1.5 to 1.0, which is calculated as the value of its Total Proved Reserves (PV 9%) based upon the forward month prices quoted on the NYMEX, adjusted for basis differentials or premiums and transportation costs and to reflect the Company’s commodity hedging agreements then in effect to Total Debt. The value of the Company’s oil and gas reserves, (including “Total Proved Reserves” as described in the Term Loan agreement) is highly sensitive to future commodity prices. The Company regularly enters into commodity derivative contracts to protect the cash flows associated with the Company’s proved developed producing wells and to provide supplemental liquidity to mitigate decreases in revenue due to reductions in commodity prices. Based on the Company’s historical experience, in periods of sustained low commodity prices, the prevailing market price for oil and gas services has also decreased, including the types of costs included in the Company’s lease operating expenses, drilling costs, completion costs and costs to equip its wells. In March and April 2020, the Company renegotiated pricing with a number of its vendors and entered into contractual arrangements with drilling and completion service providers. As a result, the Company has realized lower drilling and completion costs on recent development relative to the costs incurred in 2019 and the assumed costs in the Company’s year-end reserve report. The Company also changed its field operating procedures in response to the material drop in oil prices which further reduces its cost structure relative to those realized in 2019 and those used in the Company’s year-end reserve report. Additionally, in early May 2020 the Company made reductions of internal costs, including implementing a reduction in force and certain salary reductions. Commodity hedging that the Company currently has in place, combined with cost reductions are expected to reduce the impact of recent commodity price declines. However, given the recent decline and continued volatility of commodity prices, the Company cannot assert that it is probable that it will comply with the Asset Coverage Ratio and other covenants within the next 12 months following the date of this report. A breach of any covenant in Company’s credit agreements will result in default or cross-default under the Company’s Term Loan and revolving credit facility, after any applicable grace period, which could result in acceleration of the amounts outstanding under the credit facilities by the Company’s lenders. Additionally, the Company’s credit facilities contain the requirement to deliver audited consolidated financial statements without a going concern or like qualification or exception. The issuance of the Company’s annual report for the year ended December 31, 2019 with the accompanying audit opinion which included a going concern paragraph constituted a default under the senior secured revolving credit facility (“Revolving Facility”) and Term Loan. The Company obtained waivers from its Revolving Facility and Term Loan lenders to waive any potential defaults arising from the failure to deliver audited consolidated financial statements and related reports and certificates by the applicable deadlines, and with respect to inclusion of the going concern explanatory paragraph included in the audit report for the fiscal year ended December 31, 2019. These waivers were effective April 29, 2020, subject to the conditions set forth in the waivers, described in Note 12. In consideration for the waiver with respect to the Term Loan, the Company agreed to amend certain provisions in its Term Loan. The third amendment to the Term Loan was executed on June 24, 2020. In consideration of the waiver with respect to the Revolving Facility, the Company agreed to make corresponding changes to the Revolving Facility. The fifth amendment to the Revolving Facility was executed on June 24, 2020 The amendments are described in Note 3 and Note 12. Although the Company has obtained these waivers, there is no guarantee that its lenders will agree to waive events of default or potential events of default in the future. In the event that some or all of the amounts outstanding under its credit facilities are accelerated and become immediately due and payable, the Company does not have sufficient liquidity to repay such outstanding amounts. These conditions and events raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management is implementing several initiatives to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, which include the following: · Continuing to renegotiate pricing with a number of its operating expenditure vendors; · Pursuing further changes to its cost structure in response to the material drop in oil prices; and · Pursuing additional costs savings with its vendors and reductions of other internal costs There can be no assurance that sufficient liquidity can be obtained to meet the outstanding obligations of the Company, if repayment of its credit facilities is accelerated. As a result, and given the continued volatility in commodity prices, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include (i) oil and natural gas reserves; (ii) impairment tests of long-lived assets; (iii) depreciation, depletion and amortization; (iv) asset retirement obligations; (v) income taxes; (vi) accrued liabilities; (vii) valuation of derivative instruments; and (ix) accrued revenue and related receivables. Although management believes these estimates are reasonable, actual results could differ from these estimates. Further, these estimates and other factors, including those outside of the Company’s control, such as the impact of lower commodity prices, may have a significant negative impact to the Company’s business, financial condition, results of operations and cash flows. |
Customer Concentration Risk | Customer Concentration Risk During the three months ended March 31, 2020, the Company had two customers that each accounted for 10% or more of the Company’s total oil, NGL and natural gas sales (67% and 14%, respectively). The Company does not believe the loss of any single purchaser would materially impact the Company’s operating results because oil, natural gas and NGL are commodities for which there are a large number of potential buyers. Because of the adequacy of the infrastructure to transport oil and natural gas in the areas in which the Company operates, if the Company were to lose one or more customers, management believes that it could readily procure substitute or additional customers. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides a model, known as the current expected credit loss model (“CECL model”), to estimate the expected lifetime credit loss on financial assets, including trade and other receivables. The Company adopted the ASU effective January 1, 2020, and it did not have a material impact on the Company’s consolidated financial statements as the Company does not have a history of material credit losses. The Company continues to monitor the credit risk from trade receivable counterparties to determine if expected credit losses may become material. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure framework - Changes to the Disclosure Requirements for Fair Value Measurement, which removes or modifies current fair value disclosures and adds additional disclosures to improve effectiveness The Company adopted this ASU on January 1, 2020, and the adoption did not have a material impact on the consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 was issued to reduce the complexity of accounting for income taxes including requirements related to (i) the intraperiod tax allocation exception to the incremental approach; (ii) interim-period accounting for enacted changes in tax laws; and (iii) the year-to-date loss limitation in interim-period tax accounting. The guidance is to be applied using a prospective method, excluding amendments related to franchise taxes, which should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not expect adoption of ASU 2019-12 to have a material impact on the Company’s consolidated financial statements or disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Generally, the guidance is to be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is evaluating the options provided by ASU 2020-04 and has not and has not determined the full impact on its consolidated financial statements and related disclosures related to its Term Loan and Revolving Facility. |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
OIL AND GAS PROPERTIES | |
Schedule of oil and gas producing activities | Net capitalized costs related to the Company’s oil and gas producing activities at March 31, 2020 and December 31, 2019 are as follows (in thousands): March 31, December 31, 2020 2019 Oil and gas properties, successful efforts method: Unproved $ 24,984 $ 25,037 Proved 1,104,879 1,090,774 Work in progress 15,372 7,097 1,145,235 1,122,908 Accumulated depletion, depreciation and amortization (403,500) (379,961) Oil and gas properties, net $ 741,735 $ 742,947 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LONG-TERM DEBT | |
Summary of long-term debt | The following is a summary of long-term debt as of March 31, 2020 and December 31, 2019 (in thousands): March 31, December 31, 2020 2019 Revolving Facility $ 115,000 $ 115,000 Term Loan 250,000 250,000 Total long-term debt 365,000 365,000 Deferred financing fees, net of accumulated amortization (10,790) (11,510) Total credit facilities, net of deferred financing fees $ 354,210 $ 353,490 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
ASSET RETIREMENT OBLIGATIONS | |
Schedule of reconciliation of the Company’s asset retirement obligations | The following table summarizes the changes in the Company’s asset retirement obligations for the three months ended March 31, 2020 (in thousands): For the three months ended March 31, 2020 Balance, beginning of period $ 3,653 Additional liability incurred 54 Obligations settled — Obligations on assets sold (14) Revisions in estimated cash flows 362 Accretion expense 97 Balance, end of period $ 4,152 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Summary of commodity derivative positions | Oil Swaps - WTI (1) Year Volumes (Bbl) Weighted Average Price per Bbl 2020 $ 53.27 2021 $ 49.01 Oil Collars - WTI Year Volumes (Bbl) Weighted Average Price per Bbl - Floor Weighted Average Price per Bbl - Ceiling 2020 $ 55.19 $ 62.08 2021 $ 45.00 $ 65.00 2022 $ 40.00 $ 66.00 2023 $ 40.00 $ 63.10 Oil Three-Way Collars - WTI Year Volumes (Bbl) Weighted Average Price per Bbl - Floor Sold Weighted Average Price per Bbl - Floor Purchased Weighted Average Price per Bbl - Ceiling 2020 $ 34.63 $ 50.37 $ 59.38 2021 $ 35.00 $ 50.00 $ 57.50 2022 $ 35.00 $ 50.00 $ 56.90 Propane Calls Sold - OPIS Propane Mont Belvieu - TET (2) Year Volumes (Bbl) Weighted Average Price per Bbl 2020 $ 0.70 Oil Basis Swaps - WTI-HOU (3) Year Volumes (Bbl) Weighted Average Differential per Bbl 2020 $ 2.98 2021 $ 2.53 Natural Gas Swaps Price Swaps - HH (4) Price Swaps - HSC (5) Year Volumes (MMBtu) Weighted Average Price per MMBtu Volumes (MMBtu) Weighted Average Price per MMBtu 2020 $ 2.68 $ 2.53 2021 $ 2.69 $ 2.50 2022 $ 2.76 $ 2.54 2023 $ 2.64 Natural Gas Collars - HH Year Volumes (MMBtu) Weighted Average Price per MMBtu - Floor Weighted Average Price per MMBtu - Ceiling 2020 $ 2.50 $ 2.95 HSC Year Volumes (MMBtu) Weighted Average Price per MMBtu - Floor Weighted Average Price per MMBtu - Ceiling 2020 $ 2.60 $ 2.91 Subsequent to March 31, 2020, the Company entered into the following commodity derivative positions: Natural Gas Swaps Price Swaps -HH Year Volumes (MMBtu) Weighted Average Price per MMBtu 2021 $ 2.67 The following is a list of index prices: (1) WTI crude oil as quoted on NYMEX. (2) Mont Belvieu – Texas Eastern Transmission (“TET”) propane as quoted by Oil Price Information Service (“OPIS”). (3) WTI Houston Argus (“WTI-HOU”) crude oil as quoted by Argus US Pipeline. (4) Henry Hub (“HH”) natural gas as quoted on the NYMEX. (5) Houston Ship Channel (“HSC”) natural gas as quoted in Platt’s Inside FERC. |
Summary of interest rate swaps | Interest Rate Derivatives The Company utilizes interest rate swaps to mitigate exposure to changes in market interest rates on the Company’s variable-rate indebtedness. A summary of the Company’s interest rate swaps as of March 31, 2020 follows (notional amount in thousands): Interest Rate Swaps Portion of Term Term Loan Effective Date Termination Date Notional Amount Fixed LIBOR Rate (1) Face Amount June 11, 2019 June 11, 2020 $ 3.016 % 75 % June 11, 2020 June 11, 2021 $ 3.072 % 50 % June 11, 2021 June 11, 2022 $ 3.061 % 50 % June 13, 2022 April 23, 2023 $ 3.042 % 50 % (1) Each contract has a 1% LIBOR floor, consistent with the structure of the Term Loan. |
Summary of derivative instruments offset in the consolidated balance sheets | The Company nets its financial derivative instrument fair value amounts executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract. The following tables summarize the location and fair value amounts of all the Company’s derivative instruments in the consolidated balance sheets, as well as the gross recognized derivative assets, liabilities and amounts offset in the consolidated balance sheets (in thousands): March 31, 2020 Gross Gross Net Recognized Recognized Amounts Fair Value Not Designated as ASC 815 Hedges Balance Sheet Classification Assets/Liabilities Offset Assets/Liabilities DERIVATIVE ASSETS : Current: Derivative financial instruments — commodity contracts Derivative assets $ 63,643 $ (3,284) $ 60,359 Derivative financial instruments — interest rate swaps Derivative assets 726 (726) — Long-term: Derivative financial instruments — commodity contracts Derivative assets 32,933 (4,290) 28,643 Derivative financial instruments — interest rate swaps Derivative assets 1,946 (1,946) — Total derivative assets 99,248 89,002 DERIVATIVE LIABILITIES : Current: Derivative financial instruments — commodity contracts Derivative liabilities 3,318 (3,284) 34 Derivative financial instruments — interest rate swaps Derivative liabilities 3,767 (726) 3,041 Total current derivative liabilities 7,085 3,075 Long-term: Derivative financial instruments — commodity contracts Derivative liabilities 4,290 (4,290) — Derivative financial instruments — interest rate swaps Derivative liabilities 6,970 (1,946) 5,024 Total long-term derivative liabilities 11,260 5,024 Total derivative liabilities 18,345 8,099 $ 80,903 $ 80,903 December 31, 2019 Gross Gross Net Recognized Recognized Amounts Fair Value Not Designated as ASC 815 Hedges Balance Sheet Classification Assets/Liabilities Offset Assets/Liabilities DERIVATIVE ASSETS : Current: Derivative financial instruments — commodity contracts Derivative assets $ 2,863 $ (1,648) $ 1,215 Derivative financial instruments — interest rate swaps Derivative assets 8 (8) — Long-term: Derivative financial instruments — commodity contracts Derivative assets 2,637 (1,759) 878 Derivative financial instruments — interest rate swaps Derivative assets 377 (377) — Total derivative assets 5,885 2,093 DERIVATIVE LIABILITIES : Current: Derivative financial instruments — commodity contracts Derivative liabilities 3,946 (1,648) 2,298 Derivative financial instruments — interest rate swaps Derivative liabilities 2,104 (8) 2,096 Total current derivative liabilities 6,050 4,394 Long-term: Derivative financial instruments — commodity contracts Derivative liabilities 1,761 (1,759) 2 Derivative financial instruments — interest rate swaps Derivative liabilities 4,044 (377) 3,667 Total long-term derivative liabilities 5,805 3,669 Total derivative liabilities 11,855 8,063 $ (5,970) $ (5,970) |
Summary of derivative instruments in statement of operations | Gain (Loss) Recognized in Income Not designated as ASC 815 Hedges Statement of Operations Classification 2020 2019 Commodity contracts Gain (loss) on commodity derivative financial instruments 95,863 (33,343) Interest rate swap Interest expense (2,836) (1,620) $ 93,027 $ (34,963) |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE MEASUREMENT | |
Schedule of balance sheets grouped into the fair value hierarchy | The financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets are grouped into the fair value hierarchy as follows (in thousands): March 31, 2020 Level 1 Level 2 Level 3 Total Assets measured at fair value Derivative commodity contracts $ — $ 89,002 $ — $ 89,002 Liabilities measured at fair value Derivative commodity contracts — (34) — (34) Derivative interest rate swaps — (8,065) — (8,065) Total liabilities measured at fair value — (8,099) — (8,099) Net fair value $ — $ 80,903 $ — $ 80,903 December 31, 2019 Level 1 Level 2 Level 3 Total Assets measured at fair value Derivative commodity contracts $ — $ 2,093 $ — $ 2,093 Liabilities measured at fair value Derivative commodity contracts — (2,300) — (2,300) Derivative interest rate swaps — (5,763) — (5,763) Total liabilities measured at fair value — (8,063) — (8,063) Net fair value $ — $ (5,970) $ — $ (5,970) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Statement [Table] | |
Schedule of restricted share units | Weighted Average Fair Value at Number of RSUs Grant Date Outstanding at December 31, 2019 84,929 $ 22.97 Granted — $ — Vested (1) (496) $ 57.76 Forfeited (2) (9,845) $ 51.73 Outstanding at March 31, 2020 74,588 $ 18.59 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
EARNINGS PER SHARE | |
Schedule of reconciliation between basic and diluted earnings per share | The reconciliations between basic and diluted earnings (loss) per share are as follows (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Net income (loss) $ 60,242 $ (37,209) Weighted average shares: Weighted average common shares outstanding, basic 6,874,848 6,873,950 Diluted effect of Incremental shares related to restricted share units (1) 6 — Weighted average common shares outstanding, diluted 6,874,854 6,873,950 Net income (loss) per share: Basic $ 8.76 $ (5.41) Diluted $ 8.76 $ (5.41) For the three months ended March 31, 2019, the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes anti-dilutive shares of 277 shares of service-based awards. |
OTHER BALANCE SHEET DETAIL (Tab
OTHER BALANCE SHEET DETAIL (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
OTHER BALANCE SHEET DETAIL | |
Summary of components of selected balance sheet accounts | March 31, December 31, 2020 2019 Accounts receivable trade and other Oil, natural gas and NGL sales (1) $ 7,839 $ 18,211 Joint interest owners 122 260 Commodity hedge contract receivables and other 8,370 4,342 Receivable due from buyer (Dimmit County oil and gas properties) 4,207 4,207 $ 20,538 $ 27,020 Other property and equipment, net Owned property and equipment $ 3,853 $ 4,449 Finance lease right-of-use assets 982 933 Accumulated depreciation (3,017) (3,419) $ 1,818 $ 1,963 Accrued liabilities Oil and natural gas properties: Capital expenditures $ 9,021 $ 4,168 Re-fracture liability 764 764 Lease operating and workover expenses and other 6,254 7,393 Accrued interest payable 491 6,885 General and administrative expense 5,362 6,894 Finance lease liabilities 319 305 $ 22,211 $ 26,409 Other long-term liabilities Finance lease liabilities - non-current $ 386 $ 429 Re-fracture liability 543 688 Other 28 32 $ 957 $ 1,149 (1) Receivables are from contracts with customers. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of operating lease obligations | The Company’s lease obligations as of March 31, 2020 will mature as follows (in thousands): Operating Leases Finance Leases 2020 - remaining $ 5,560 $ 327 2021 3,546 298 2022 2,610 110 2023 1,922 9 2024 537 - Thereafter 1,481 - Total lease payments $ 15,656 $ 744 Less: Interest (1,738) (39) Total discounted lease payments $ 13,918 $ 705 |
Schedule of finance lease obligations | The Company’s lease obligations as of March 31, 2020 will mature as follows (in thousands): Operating Leases Finance Leases 2020 - remaining $ 5,560 $ 327 2021 3,546 298 2022 2,610 110 2023 1,922 9 2024 537 - Thereafter 1,481 - Total lease payments $ 15,656 $ 744 Less: Interest (1,738) (39) Total discounted lease payments $ 13,918 $ 705 |
Schedule of the commitments that have initial or remaining noncancelable terms in excess of one year | The total remaining MRC by fiscal year are as follows (in thousands): 2020 - remaining 2021 2022 Total Hydrocarbon gathering and handling agreement $ 12,412 $ 13,737 $ 6,453 $ 32,602 Crude oil and condensate purchase agreements 3,551 7,386 4,173 15,110 Gas processing agreement 1,365 - - 1,365 Gas transportation agreements 490 - - 490 Total MRC $ 17,818 $ 21,123 $ 10,626 $ 49,567 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Nov. 26, 2019$ / sharesshares | Mar. 31, 2020$ / shares$ / bbl | Dec. 31, 2019$ / shares$ / bbl | Mar. 31, 2020$ / shares |
Conversion of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Oil, approximate market price | $ / bbl | 60 | |||
Total Proved Reserves, PV percentage | 9.00% | |||
Maximum | ||||
Conversion of Stock [Line Items] | ||||
Oil, approximate market price | $ / bbl | 20 | |||
Term Loan | Minimum | ||||
Conversion of Stock [Line Items] | ||||
Asset Coverage Ratio | 1.50 | |||
Common stock | ||||
Conversion of Stock [Line Items] | ||||
Number of shares issued for 100 shares holding | shares | 1 | |||
Number of shares converted into one share | shares | 100 |
BASIS OF PRESENTATION - Risks a
BASIS OF PRESENTATION - Risks and Uncertainties (Details) - Sales - Customer concentration risk - Oil, natural gas and NGL | 3 Months Ended |
Mar. 31, 2020customer | |
Concentration Risk [Line Items] | |
Number of major customers | 2 |
Purchaser A | |
Concentration Risk [Line Items] | |
Percentages by purchaser that accounted for 10% or more, Company’s oil, NGL and natural gas sales | 67.00% |
Purchaser B | |
Concentration Risk [Line Items] | |
Percentages by purchaser that accounted for 10% or more, Company’s oil, NGL and natural gas sales | 14.00% |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Oil and gas properties, successful efforts method: | |||
Unproved | $ 24,984 | $ 25,037 | |
Proved | 1,104,879 | 1,090,774 | |
Work in progress | 15,372 | 7,097 | |
Total | 1,145,235 | 1,122,908 | |
Accumulated depletion, depreciation and amortization | (403,500) | (379,961) | |
Total oil and gas properties, net | 741,735 | 742,947 | |
Capitalized interest | 200 | $ 600 | |
Impairment expenses of proved oil and gas properties | $ 0 | $ 0 | |
Impairment expense | 3,330 | ||
Proved Oil And Gas Eagle Ford Formation assets located in Dimmit County, Texas | |||
Oil and gas properties, successful efforts method: | |||
Impairment expense | $ 3,300 |
LONG-TERM DEBT - Summary of lon
LONG-TERM DEBT - Summary of long-term debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 365,000 | $ 365,000 |
Deferred financing fees, net of accumulated amortization | (10,790) | (11,510) |
Total credit facilities, net of deferred financing fees | 354,210 | 353,490 |
Revolving Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 115,000 | 115,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 250,000 | $ 250,000 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) $ in Thousands | Jun. 24, 2020USD ($) | Mar. 31, 2020USD ($)installment | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 23, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 87,500 | ||||
Maximum borrowing capacity | 250,000 | ||||
Number of installments | installment | 5 | ||||
Write-off of deferred financing fees | $ 1,056 | ||||
Deferred financing fees | 10,790 | $ 11,510 | |||
Legal and financing fees | $ 1,000 | ||||
Face amount | $ 250,000 | ||||
Interest rate | 2.50% | ||||
Total Proved Reserves, PV percentage | 9.00% | ||||
Available borrowing capacity | $ 58,600 | ||||
Subsequent event | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.50% | ||||
Percentage of excess cash flow used to pay down Revolving Facility | 50.00% | ||||
Capital expenditure limitation for the period from May 1, 2020 to September 30, 2020 | $ 5,000 | ||||
General and administrative expense limitation per quarter for the second and third quarters of 2020 | 3,000 | ||||
Revolving Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 190,000 | $ 500,000 | $ 250,000 | ||
Interest rate | 4.42% | ||||
Letters of credit outstanding | $ 16,400 | ||||
Borrowing base | 210,000 | ||||
Elected borrowing commitments | $ 190,000 | ||||
Revolving Facility | Subsequent event | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | 38,600 | ||||
Maximum borrowing capacity | $ 170,000 | ||||
Revolving Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Leverage Ratio | 3.5 | ||||
Revolving Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Current Ratio | 1 | ||||
Interest Coverage Ratio | 1.5 | ||||
Revolving Facility | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate | 3.25% | ||||
Revolving Facility | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate | 2.25% | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate | 8.00% | ||||
Interest rate | 9.45% | ||||
Term Loan | Subsequent event | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate | 10.00% | ||||
Interest payable-in-kind | 2.00% | ||||
Term Loan | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest Coverage Ratio | 1.5 | ||||
Asset Coverage Ratio | 1.50 | ||||
Term Loan | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate | 8.00% | ||||
Term Loan | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 9.00% |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance, beginning of year | $ 3,653 |
Additional liability incurred | 54 |
Obligations on assets sold | (14) |
Revisions in estimated cash flows | 362 |
Accretion expense | 97 |
Balance, end of year | $ 4,152 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | Mar. 27, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Federal statutory rate | 21.00% | 21.00% | |
Change in valuation allowance | $ 3.9 | ||
Prior To The CARES Act | Tax years beginning January 1, 2019 and 2020 | |||
Net interest expense deduction limit as a percentage of adjusted taxable income | 30.00% | ||
The CARES Act | |||
Reclassification of long term AMT credit refund to current | $ 1.2 | ||
COVID-19 pandemic | The CARES Act | |||
Percentage of taxable income limitation eliminated to allow companies to fully utilize NOLs | 80.00% | ||
NOLs allowed to be carried back, term | 5 years | ||
COVID-19 pandemic | The CARES Act | Tax years beginning January 1, 2019 and 2020 | |||
Net interest expense deduction limit as a percentage of adjusted taxable income | 50.00% |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - Revolving Facility | 3 Months Ended |
Mar. 31, 2020 | |
Projected Period Thirty Six Months | |
Derivative | |
Hedging period of proved reserves classified as Developed Producing Reserves | 36 months |
Projected Period Thirty Seven to Sixty Months | |
Derivative | |
Hedging period of proved reserves classified as Developed Producing Reserves | 24 months |
Maximum | Projected Period Thirty Six Months | |
Derivative | |
Hedging percentage of reasonably projected oil and gas production | 85.00% |
Maximum | Projected Period Thirty Seven to Sixty Months | |
Derivative | |
Hedging percentage of reasonably projected oil and gas production | 75.00% |
Hedging period of proved reserves classified as Developed Producing Reserves | 60 months |
Minimum | Projected Period Thirty Six Months | |
Derivative | |
Hedging percentage of reasonably projected oil and gas production | 50.00% |
Minimum | Projected Period Thirty Seven to Sixty Months | |
Derivative | |
Hedging period of proved reserves classified as Developed Producing Reserves | 25 months |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Positions (Details) | 3 Months Ended | |
Jun. 30, 2020MMBTU$ / MMBTU | Mar. 31, 2020MMBTU$ / MMBTU$ / bblbbl | |
Propane | 2020 | ||
Derivative | ||
Volumes (Bbl) | bbl | 190,000 | |
Weighted Average Price per Bbl, MMBtu | 0.70 | |
WTI - HOU | 2020 | ||
Derivative | ||
Volumes (Bbl) | bbl | 540,000 | |
Weighted Average Price per Bbl, MMBtu | 2.98 | |
WTI - HOU | 2021 | ||
Derivative | ||
Volumes (Bbl) | bbl | 120,000 | |
Weighted Average Price per Bbl, MMBtu | 2.53 | |
Swaps | WTI | 2020 | ||
Derivative | ||
Volumes (Bbl) | bbl | 1,485,000 | |
Weighted Average Price per Bbl, MMBtu | 53.27 | |
Swaps | WTI | 2021 | ||
Derivative | ||
Volumes (Bbl) | bbl | 2,196,000 | |
Weighted Average Price per Bbl, MMBtu | 49.01 | |
Swaps | HH | 2020 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 900,000 | |
Weighted Average Price per Bbl, MMBtu | $ / MMBTU | 2.68 | |
Swaps | HH | 2021 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 1,050,000 | |
Weighted Average Price per Bbl, MMBtu | $ / MMBTU | 2.69 | |
Swaps | HH | 2021 | Subsequent event | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 600,000 | |
Weighted Average Price per Bbl, MMBtu | $ / MMBTU | 2.67 | |
Swaps | HH | 2022 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 720,000 | |
Weighted Average Price per Bbl, MMBtu | $ / MMBTU | 2.76 | |
Swaps | HSC | 2020 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 90,000 | |
Weighted Average Price per Bbl, MMBtu | $ / MMBTU | 2.53 | |
Swaps | HSC | 2021 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 240,000 | |
Weighted Average Price per Bbl, MMBtu | $ / MMBTU | 2.50 | |
Swaps | HSC | 2022 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 360,000 | |
Weighted Average Price per Bbl, MMBtu | $ / MMBTU | 2.54 | |
Swaps | HSC | 2023 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 240,000 | |
Weighted Average Price per Bbl, MMBtu | $ / MMBTU | 2.64 | |
Collars [Member] | WTI | 2020 | ||
Derivative | ||
Volumes (Bbl) | bbl | 453,000 | |
Weighted Average Price per Bbl, MMBtu - Floor | 55.19 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | 62.08 | |
Collars [Member] | WTI | 2021 | ||
Derivative | ||
Volumes (Bbl) | bbl | 216,000 | |
Weighted Average Price per Bbl, MMBtu - Floor | 45 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | 65 | |
Collars [Member] | WTI | 2022 | ||
Derivative | ||
Volumes (Bbl) | bbl | 228,000 | |
Weighted Average Price per Bbl, MMBtu - Floor | 40 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | 66 | |
Collars [Member] | WTI | 2023 | ||
Derivative | ||
Volumes (Bbl) | bbl | 160,000 | |
Weighted Average Price per Bbl, MMBtu - Floor | 40 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | 63.10 | |
Collars [Member] | HH | 2020 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 60,000 | |
Weighted Average Price per Bbl, MMBtu - Floor | $ / MMBTU | 2.50 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | $ / MMBTU | 2.95 | |
Collars [Member] | HSC | 2020 | ||
Derivative | ||
Volumes (MMBtu) | MMBTU | 48,000 | |
Weighted Average Price per Bbl, MMBtu - Floor | $ / MMBTU | 2.60 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | $ / MMBTU | 2.91 | |
Three-Way Collars | WTI | 2020 | ||
Derivative | ||
Volumes (Bbl) | bbl | 243,000 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | 59.38 | |
Three-Way Collars | WTI | 2021 | ||
Derivative | ||
Volumes (Bbl) | bbl | 300,000 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | 57.50 | |
Three-Way Collars | WTI | 2022 | ||
Derivative | ||
Volumes (Bbl) | bbl | 300,000 | |
Weighted Average Price per Bbl, MMBtu - Ceiling | 56.90 | |
Three-Way Collars | WTI | Purchased | 2020 | ||
Derivative | ||
Weighted Average Price per Bbl, MMBtu - Floor | 50.37 | |
Three-Way Collars | WTI | Purchased | 2021 | ||
Derivative | ||
Weighted Average Price per Bbl, MMBtu - Floor | 50 | |
Three-Way Collars | WTI | Purchased | 2022 | ||
Derivative | ||
Weighted Average Price per Bbl, MMBtu - Floor | 50 | |
Three-Way Collars | WTI | Sold | 2020 | ||
Derivative | ||
Weighted Average Price per Bbl, MMBtu - Floor | 34.63 | |
Three-Way Collars | WTI | Sold | 2021 | ||
Derivative | ||
Weighted Average Price per Bbl, MMBtu - Floor | 35 | |
Three-Way Collars | WTI | Sold | 2022 | ||
Derivative | ||
Weighted Average Price per Bbl, MMBtu - Floor | 35 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Interest Rate Swaps (Details) - Derivative interest rate swaps $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
June 11, 2019 - June 11, 2020 | |
Derivative | |
Notional Amount | $ 187,500 |
Portion of Term Loan Face Amount | 75.00% |
June 11, 2020 - June 11, 2021 | |
Derivative | |
Notional Amount | $ 125,000 |
Portion of Term Loan Face Amount | 50.00% |
June 11, 2021 - June 11, 2022 | |
Derivative | |
Notional Amount | $ 125,000 |
Portion of Term Loan Face Amount | 50.00% |
June 13, 2022 - April 23, 2023 | |
Derivative | |
Notional Amount | $ 125,000 |
Portion of Term Loan Face Amount | 50.00% |
LIBOR | |
Derivative | |
Floor interest rate | 1.00% |
LIBOR | June 11, 2019 - June 11, 2020 | |
Derivative | |
Fixed Rate | 3.016% |
LIBOR | June 11, 2020 - June 11, 2021 | |
Derivative | |
Fixed Rate | 3.072% |
LIBOR | June 11, 2021 - June 11, 2022 | |
Derivative | |
Fixed Rate | 3.061% |
LIBOR | June 13, 2022 - April 23, 2023 | |
Derivative | |
Fixed Rate | 3.042% |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting of Derivative Assets (Details) - Not designated as ASC 815 Hedges - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Asset | ||
Gross Recognized Assets | $ 99,248 | $ 5,885 |
Net Recognized Fair Value Assets | 89,002 | 2,093 |
Derivative commodity contracts | Derivative assets current | ||
Derivative Asset | ||
Gross Recognized Assets | 63,643 | 2,863 |
Gross Amount Offset | (3,284) | (1,648) |
Net Recognized Fair Value Assets | 60,359 | 1,215 |
Derivative commodity contracts | Derivative assets non-current | ||
Derivative Asset | ||
Gross Recognized Assets | 32,933 | 2,637 |
Gross Amount Offset | (4,290) | (1,759) |
Net Recognized Fair Value Assets | 28,643 | 878 |
Derivative interest rate swaps | Derivative assets current | ||
Derivative Asset | ||
Gross Recognized Assets | 726 | 8 |
Gross Amount Offset | (726) | (8) |
Derivative interest rate swaps | Derivative assets non-current | ||
Derivative Asset | ||
Gross Recognized Assets | 1,946 | 377 |
Gross Amount Offset | $ (1,946) | $ (377) |
DERIVATIVE FINANCIAL INSTRUME_7
DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting of Derivative Liabilities (Details) - Not designated as ASC 815 Hedges - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Offsetting Liabilities | ||
Gross Recognized Liabilities | $ 18,345 | $ 11,855 |
Net Recognized Fair Value Liabilities | 8,099 | 8,063 |
Gross Recognized Assets/ Liabilities | 80,903 | (5,970) |
Net Recognized Fair Value Assets/ Liabilities | 80,903 | (5,970) |
Derivative liabilities current | ||
Offsetting Liabilities | ||
Gross Recognized Liabilities | 7,085 | 6,050 |
Net Recognized Fair Value Liabilities | 3,075 | 4,394 |
Derivative liabilities non-current | ||
Offsetting Liabilities | ||
Gross Recognized Liabilities | 11,260 | 5,805 |
Net Recognized Fair Value Liabilities | 5,024 | 3,669 |
Derivative commodity contracts | Derivative liabilities current | ||
Offsetting Liabilities | ||
Gross Recognized Liabilities | 3,318 | 3,946 |
Gross Amounts Offset | (3,284) | (1,648) |
Net Recognized Fair Value Liabilities | 34 | 2,298 |
Derivative commodity contracts | Derivative liabilities non-current | ||
Offsetting Liabilities | ||
Gross Recognized Liabilities | 4,290 | 1,761 |
Gross Amounts Offset | (4,290) | (1,759) |
Net Recognized Fair Value Liabilities | 2 | |
Derivative interest rate swaps | Derivative liabilities current | ||
Offsetting Liabilities | ||
Gross Recognized Liabilities | 3,767 | 2,104 |
Gross Amounts Offset | (726) | (8) |
Net Recognized Fair Value Liabilities | 3,041 | 2,096 |
Derivative interest rate swaps | Derivative liabilities non-current | ||
Offsetting Liabilities | ||
Gross Recognized Liabilities | 6,970 | 4,044 |
Gross Amounts Offset | (1,946) | (377) |
Net Recognized Fair Value Liabilities | $ 5,024 | $ 3,667 |
DERIVATIVE FINANCIAL INSTRUME_8
DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) Recognized (Details) - Not designated as ASC 815 Hedges - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments, Gain (Loss) | ||
Gain (Loss) Recognized in Income | $ 93,027 | $ (34,963) |
Derivative commodity contracts | Gain (loss) on commodity derivative financial instruments | ||
Derivative Instruments, Gain (Loss) | ||
Gain (Loss) Recognized in Income | 95,863 | (33,343) |
Derivative interest rate swaps | Interest expense | ||
Derivative Instruments, Gain (Loss) | ||
Gain (Loss) Recognized in Income | $ (2,836) | $ (1,620) |
FAIR VALUE MEASUREMENT - Assets
FAIR VALUE MEASUREMENT - Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | $ (8,099) | $ (8,063) |
Net fair value | 80,903 | (5,970) |
Derivative commodity contracts | ||
Assets measured at fair value | ||
Derivative assets | 89,002 | 2,093 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | (34) | (2,300) |
Derivative interest rate swaps | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | (8,065) | (5,763) |
Level 2 | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | (8,099) | (8,063) |
Net fair value | 80,903 | (5,970) |
Level 2 | Derivative commodity contracts | ||
Assets measured at fair value | ||
Derivative assets | 89,002 | 2,093 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | (34) | (2,300) |
Level 2 | Derivative interest rate swaps | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | $ (8,065) | $ (5,763) |
FAIR VALUE MEASUREMENT - Transf
FAIR VALUE MEASUREMENT - Transfers Between Levels (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
FAIR VALUE MEASUREMENT | |
Fair value transfer of assets from level 1 to level 2 | $ 0 |
Fair value transfer of assets from level 2 to level 1 | 0 |
Fair value transfer of liabilities from level 1 to level 2 | 0 |
Fair value transfer of liabilities from level 2 to level 1 | 0 |
Fair value transfer of assets into level 3 | 0 |
Fair value transfer of assets out of level 3 | 0 |
Fair value transfer of liabilities into level 3 | 0 |
Fair value transfer of liabilities out of level 3 | $ 0 |
FAIR VALUE MEASUREMENT - Credit
FAIR VALUE MEASUREMENT - Credit Facilities (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Principal debt outstanding | $ 365,000 | $ 365,000 |
Debt, valuation technique | Us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Assumed borrowing rate | 15.00% | |
Debt, Input | Us-gaap:MeasurementInputPrepaymentRateMember | |
Maximum | ||
Debt Instrument [Line Items] | ||
Debt measurement input | 0.0325 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Debt measurement input | 0.0225 | |
Revolving Facility | ||
Debt Instrument [Line Items] | ||
Principal debt outstanding | $ 115,000 | 115,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Principal debt outstanding | 250,000 | $ 250,000 |
Fair value of Term Loan | $ 214,000 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized stock based compensation expense | $ 104 | $ 135 | |
Number of RSUs | |||
Granted (in shares) | 0 | ||
Forfeited (in shares) | (496) | ||
Restricted Share Units | |||
Number of RSUs | |||
Outstanding at beginning (in shares) | 84,929 | ||
Vested (in shares) | (496) | ||
Forfeited (in shares) | (9,845) | ||
Outstanding at ending (in shares) | 74,588 | ||
Weighted Average Fair Value at Grant Date | |||
Outstanding at beginning (per share) | $ 22.97 | ||
Vested (per share) | 57.76 | ||
Forfeited (per share) | 51.73 | ||
Outstanding at ending (per share) | $ 18.59 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
STOCK-BASED COMPENSATION | |
Forfeited (in shares) | 496 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
EARNINGS PER SHARE | ||
Net income (loss) | $ 60,242 | $ (37,209) |
Weighted average shares : | ||
Weighted average common shares outstanding, basic | 6,874,848 | 6,873,950 |
Diluted effect of Incremental shares related to restricted share units | 6 | |
Weighted average common shares outstanding, diluted | 6,874,854 | 6,873,950 |
Net income (loss) per share: | ||
Basic | $ 8.76 | $ (5.41) |
Diluted | $ 8.76 | $ (5.41) |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019shares | |
Service - based Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Diluted effect of Incremental shares related to restricted share units | 277 |
OTHER BALANCE SHEET DETAIL (Det
OTHER BALANCE SHEET DETAIL (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable trade and other | ||
Oil, natural gas and NGL sales | $ 7,839 | $ 18,211 |
Joint interest owners | 122 | 260 |
Commodity hedge contract receivables and other | 8,370 | 4,342 |
Receivable due from buyer (Dimmit County oil and gas properties) | 4,207 | 4,207 |
Total accounts receivable trade and other | 20,538 | 27,020 |
Other property and equipment, net | ||
Owned property and equipment | 3,853 | 4,449 |
Finance lease right-of-use assets | 982 | 933 |
Accumulated depreciation | (3,017) | (3,419) |
Other property and equipment, net | 1,818 | 1,963 |
Oil and natural gas properties: | ||
Capital expenditures | 9,021 | 4,168 |
Re-fracture liability | 764 | 764 |
Lease operating and workover expenses and other | 6,254 | 7,393 |
Accrued interest payable | 491 | 6,885 |
General and administrative expense | 5,362 | 6,894 |
Finance lease liabilities | 319 | 305 |
Total accrued liabilities | 22,211 | 26,409 |
Other long-term liabilities | ||
Finance lease liabilities - non-current | 386 | 429 |
Re-fracture liability | 543 | 688 |
Other | 28 | 32 |
Other long-term liabilities | $ 957 | $ 1,149 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2020AUD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jun. 12, 2020USD ($) | Mar. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Exploration expense | $ 149 | $ 15 | |||
Litigation settlement expense | 0 | ||||
Cooper Basin | |||||
Lessee, Lease, Description [Line Items] | |||||
Commitment to fund exploratory drilling | $ 10.6 | $ 6,500 | |||
Exploration costs incurred | 7.2 | 4,400 | |||
Remaining commitment to fund exploratory drilling | $ 3.5 | $ 2,100 | |||
Exploration expense | $ 100 | ||||
Accrued expenses on exploratory drilling | $ 3,500 | ||||
Settlement amount for accrued expenses on exploratory drilling | $ 900 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Summary of lease obligations (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Operating leases | |
2020 - remaining | $ 5,560 |
2021 | 3,546 |
2022 | 2,610 |
2023 | 1,922 |
2024 | 537 |
Thereafter | 1,481 |
Total | 15,656 |
Less interest | (1,738) |
Total discounted lease payments | 13,918 |
Finance Leases | |
2020 - remaining | 327 |
2021 | 298 |
2022 | 110 |
2023 | 9 |
Total | 744 |
Less interest | (39) |
Total discounted lease payments | $ 705 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Total Commitments (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Minimum revenue commitment | |
2020 - remaining | $ 17,818 |
2021 | 21,123 |
2022 | 10,626 |
Total | 49,567 |
Hydrocarbon handling and gathering agreement | |
Minimum revenue commitment | |
2020 - remaining | 12,412 |
2021 | 13,737 |
2022 | 6,453 |
Total | 32,602 |
Crude oil and condensate purchase agreements | |
Minimum revenue commitment | |
2020 - remaining | 3,551 |
2021 | 7,386 |
2022 | 4,173 |
Total | 15,110 |
Gas processing agreement | |
Minimum revenue commitment | |
2020 - remaining | 1,365 |
Total | 1,365 |
Gas transportation agreements | |
Minimum revenue commitment | |
2020 - remaining | 490 |
Total | $ 490 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Jun. 24, 2020USD ($) | Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 23, 2018USD ($) |
Subsequent Event [Line Items] | |||||
Maximum borrowing capacity | $ 250 | ||||
Revolving Facility | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing capacity | $ 190 | $ 500 | $ 250 | ||
Term Loan | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, variable rate | 8.00% | ||||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Percentage of excess cash flow used to pay down Revolving Facility | 50.00% | ||||
Capital expenditure limitation for the period from May 1, 2020 to September 30, 2020 | $ 5 | ||||
General and administrative expense limitation per quarter for the second and third quarters of 2020 | $ 3 | ||||
Basis points on interest rate margin | 25 | ||||
Subsequent event | Revolving Facility | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing capacity | $ 170 | ||||
Subsequent event | Term Loan | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, variable rate | 10.00% | ||||
Interest payable-in-kind | 2.00% |