Fresh Start Accounting | Fresh Start Accounting Upon the Company’s emergence from Chapter 11 bankruptcy, it adopted fresh start accounting in accordance with the provisions of ASC 852 which resulted in the Company becoming a new entity for financial reporting purposes. In accordance with ASC 852, the Company was required to adopt fresh start accounting upon its emergence from Chapter 11 because (i) the holders of existing voting ownership interests of the Predecessor received less than 50% of the voting shares of the Successor and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims. Upon adoption of fresh start accounting, the reorganization value derived from the enterprise value as disclosed in the Plan was allocated to the Company’s assets and liabilities based on their fair values (except for deferred income taxes) in accordance with ASC 805 “Business Combinations” (“ASC 805”). The amount of deferred income taxes recorded was determined in accordance with ASC 740 “Income Taxes” (“ASC 740”). The Effective Date fair values of the Company’s assets and liabilities differed materially from their recorded values as reflected on the historical balance sheet. The effects of the Plan and the application of fresh start accounting were reflected on the condensed consolidated balance sheet as of February 28, 2017, and the related adjustments thereto were recorded on the condensed consolidated statement of operations for the two months ended February 28, 2017. As a result of the adoption of fresh start accounting and the effects of the implementation of the Plan, the Company’s condensed consolidated financial statements subsequent to February 28, 2017, are not comparable to its condensed consolidated financial statements prior to February 28, 2017. References to “Successor” relate to the financial position and results of operations of the reorganized Company as of and subsequent to February 28, 2017. References to “Predecessor” relate to the financial position of the Company prior to, and results of operations through and including, February 28, 2017. The Company’s condensed consolidated financial statements and related footnotes are presented with a black line division, which delineates the lack of comparability between amounts presented after February 28, 2017, and amounts presented on or prior to February 28, 2017. The Company’s financial results for future periods following the application of fresh start accounting will be different from historical trends and the differences may be material. Reorganization Value Under ASC 852, the Successor determined a value to be assigned to the equity of the emerging entity as of the date of adoption of fresh start accounting. The Plan confirmed by the Bankruptcy Court estimated an enterprise value of $2.35 billion . The Plan enterprise value was prepared using an asset based methodology, as discussed further below. The enterprise value was then adjusted to determine the equity value of the Successor of approximately $2.03 billion . Adjustments to determine the equity value are presented below (in thousands): Plan confirmed enterprise value $ 2,350,000 Fair value of debt (900,000 ) Fair value of subsequently determined tax attributes 621,486 Fair value of vested Class B units (36,505 ) Value of Successor’s stockholders’ equity $ 2,034,981 The subsequently determined tax attributes were primarily the result of the conversion from a limited liability company to a C corporation and differences in the accounting basis and tax basis of the Company’s oil and natural gas properties as of the Effective Date. The Class B units are incentive interest awards that were granted on the Effective Date by Holdco to certain members of its management (see Note 12), and the associated fair value was recorded as a liability of approximately $7 million in “other accrued liabilities” and temporary equity of approximately $29 million in “redeemable noncontrolling interests” on the condensed consolidated balance sheet at February 28, 2017. The Company's principal assets are its oil and natural gas properties. The fair values of oil and natural gas properties were estimated using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount. Significant inputs used to determine the fair values of properties include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital rate. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation and are the most sensitive and subject to change. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with New York Mercantile Exchange (“NYMEX”) forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that Company management believes will impact realizable prices. See below under “Fresh Start Adjustments” for additional information regarding assumptions used in the valuation of the Company's various other significant assets and liabilities. Condensed Consolidated Balance Sheet The adjustments included in the following fresh start condensed consolidated balance sheet reflect the effects of the transactions contemplated by the Plan and executed by the Company on the Effective Date (reflected in the column “Reorganization Adjustments”) as well as fair value and other required accounting adjustments resulting from the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine the fair values and significant assumptions. As of February 28, 2017 Predecessor Reorganization Adjustments (1) Fresh Start Adjustments Successor (in thousands) ASSETS Current assets: Cash and cash equivalents $ 734,166 $ (679,811 ) (2) $ — $ 54,355 Accounts receivable – trade, net 212,099 — (7,808 ) (16) 204,291 Derivative instruments 15,391 — — 15,391 Restricted cash 1,602 80,164 (3) — 81,766 Other current assets 106,426 (15,983 ) (4) 1,780 (17) 92,223 Total current assets 1,069,684 (615,630 ) (6,028 ) 448,026 Noncurrent assets: Oil and natural gas properties (successful efforts method) 13,269,035 — (11,082,258 ) (18) 2,186,777 Less accumulated depletion and amortization (10,044,240 ) — 10,044,240 (18) — 3,224,795 — (1,038,018 ) 2,186,777 Other property and equipment 641,586 — (197,653 ) (19) 443,933 Less accumulated depreciation (230,952 ) — 230,952 (19) — 410,634 — 33,299 443,933 Derivative instruments 4,492 — — 4,492 Deferred income taxes — 264,889 (5) 356,597 (5) 621,486 Other noncurrent assets 15,003 151 (6) 8,139 (20) 23,293 19,495 265,040 364,736 649,271 Total noncurrent assets 3,654,924 265,040 (639,983 ) 3,279,981 Total assets $ 4,724,608 $ (350,590 ) $ (646,011 ) $ 3,728,007 LIABILITIES AND EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued expenses $ 324,585 $ 41,266 (7) $ (2,351 ) (21) $ 363,500 Derivative instruments 7,361 — — 7,361 Current portion of long-term debt, net 1,937,822 (1,912,822 ) (8) — 25,000 Other accrued liabilities 41,251 (1,026 ) (9) 1,104 (22) 41,329 Total current liabilities 2,311,019 (1,872,582 ) (1,247 ) 437,190 Derivative instruments 2,116 — — 2,116 Long-term debt — 875,000 (10) — 875,000 Other noncurrent liabilities 402,776 (167 ) (11) (53,239 ) (23) 349,370 Liabilities subject to compromise 4,301,912 (4,301,912 ) (12) — — Temporary equity: Redeemable noncontrolling interests — 29,350 (13) — 29,350 As of February 28, 2017 Predecessor Reorganization Adjustments (1) Fresh Start Adjustments Successor Stockholders’/unitholders’ equity (deficit): Predecessor units issued and outstanding 5,386,812 (5,386,812 ) (14) — — Predecessor accumulated deficit (7,680,027 ) 2,884,740 (15) 4,795,287 (24) — Successor Class A common stock — 89 (14) — 89 Successor additional paid-in capital — 7,421,704 (14) (5,386,812 ) (24) 2,034,892 Successor retained earnings — — — — Total stockholders’/unitholders’ equity (deficit) (2,293,215 ) 4,919,721 (591,525 ) 2,034,981 Total liabilities and equity (deficit) $ 4,724,608 $ (350,590 ) $ (646,011 ) $ 3,728,007 Reorganization Adjustments: 1) Represent amounts recorded as of the Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, repayment of certain of the Predecessor’s debt, cancellation of the Predecessor’s equity, issuances of the Successor’s Class A common stock, proceeds received from the Successor’s rights offerings and issuance of the Successor’s debt. 2) Changes in cash and cash equivalents included the following: (in thousands) Borrowings under the Successor’s revolving loan $ 600,000 Borrowings under the Successor’s term loan 300,000 Proceeds from rights offerings 530,019 Removal of restriction on cash balance 1,602 Payment to holders of claims under the Predecessor Credit Facility (1,947,357 ) Payment to holders of claims under the Second Lien Notes (30,000 ) Payment of Berry’s ad valorem taxes (23,366 ) Payment of the rights offerings backstop commitment premium (15,900 ) Payment of professional fees (13,043 ) Funding of the professional fees escrow account (41,766 ) Funding of the general unsecured claims cash distribution pool (40,000 ) Changes in cash and cash equivalents $ (679,811 ) 3) Primarily reflects the transfer to restricted cash to fund the Predecessor’s professional fees escrow account and general unsecured claims cash distribution pool. 4) Primarily reflects the write-off of the Predecessor’s deferred financing fees. 5) Reflects deferred tax assets recorded as of the Effective Date as determined in accordance with ASC 740. The deferred tax assets were primarily the result of the conversion from a limited liability company to a C corporation and differences in the accounting basis and tax basis of the Company’s oil and natural gas properties as of the Effective Date. 6) Reflects the capitalization of deferred financing fees related to the Successor’s revolving loan. 7) Net increase in accounts payable and accrued expenses reflects: (in thousands) Recognition of payables for the professional fees escrow account $ 41,766 Recognition of payables for the general unsecured claims cash distribution pool 40,000 Payment of professional fees (17,130 ) Payment of Berry’s ad valorem taxes (23,366 ) Other (4 ) Net increase in accounts payable and accrued expenses $ 41,266 8) Reflects the settlement of the Predecessor Credit Facility through repayment of approximately $1.9 billion , net of the write-off of deferred financing fees and an increase of $25 million for the current portion of the Successor’s term loan. 9) Reflects a decrease of approximately $8 million for the payment of accrued interest on the Predecessor Credit Facility partially offset by an increase of approximately $7 million related to noncash share-based compensation classified as a liability related to the incentive interest awards issued by Holdco to certain members of its management (see Note 12). 10) Reflects borrowings of $900 million under the Successor Credit Facility, which includes a $600 million revolving loan and a $300 million term loan, net of $25 million for the current portion of the Successor’s term loan. 11) Reflects a reduction in deferred tax liabilities as determined in accordance with ASC 740. 12) Settlement of liabilities subject to compromise and the resulting net gain were determined as follows: (in thousands) Accounts payable and accrued expenses $ 134,599 Accrued interest payable 144,184 Debt 4,023,129 Total liabilities subject to compromise 4,301,912 Recognition of an additional claim for the Predecessor’s Second Lien Notes settlement 1,000,000 Funding of the general unsecured claims cash distribution pool (40,000 ) Payment to holders of claims under the Second Lien Notes (30,000 ) Issuance of Class A common stock to creditors (1,507,162 ) Gain on settlement of liabilities subject to compromise $ 3,724,750 13) Reflects redeemable noncontrolling interests classified as temporary equity related to the incentive interest awards issued by Holdco to certain members of its management. See Note 12 and Note 17 for additional information. 14) Net increase in capital accounts reflects: (in thousands) Issuance of Class A common stock to creditors $ 1,507,162 Issuance of Class A common stock pursuant to the rights offerings 530,019 Payment of the rights offerings backstop commitment premium (15,900 ) Payment of issuance costs (50 ) Share-based compensation expenses 13,750 Cancellation of the Predecessor’s units issued and outstanding 5,386,812 Par value of Class A common stock (89 ) Change in additional paid-in capital 7,421,704 Par value of Class A common stock 89 Predecessor’s units issued and outstanding (5,386,812 ) Net increase in capital accounts $ 2,034,981 See Note 11 for additional information on the issuances of the Successor’s equity. 15) Net decrease in accumulated deficit reflects: (in thousands) Recognition of gain on settlement of liabilities subject to compromise $ 3,724,750 Recognition of an additional claim for the Predecessor’s Second Lien Notes settlement (1,000,000 ) Recognition of professional fees (37,680 ) Write-off of deferred financing fees (16,728 ) Recognition of deferred income taxes 264,889 Total reorganization items, net 2,935,231 Share-based compensation expenses (50,255 ) Other (236 ) Net decrease in accumulated deficit $ 2,884,740 Fresh Start Adjustments: 16) Reflects a change in accounting policy from the entitlements method to the sales method for natural gas production imbalances. 17) Reflects the recognition of intangible assets for the current portion of favorable leases, partially offset by decreases for well equipment inventory and the write-off of historical intangible assets. 18) Reflects a decrease of oil and natural gas properties, based on the methodology discussed above, and the elimination of accumulated depletion and amortization. The following table summarizes the components of oil and natural gas properties as of the Effective Date: Successor Predecessor Fair Value Historical Book Value (in thousands) Proved properties $ 2,186,777 $ 12,258,835 Unproved properties — 1,010,200 2,186,777 13,269,035 Less accumulated depletion and amortization — (10,044,240 ) $ 2,186,777 $ 3,224,795 19) Reflects a decrease of other property and equipment and the elimination of accumulated depreciation. The following table summarizes the components of other property and equipment as of the Effective Date: Successor Predecessor Fair Value Historical Book Value (in thousands) Natural gas plants and pipelines $ 342,924 $ 426,914 Office equipment and furniture 39,211 106,059 Buildings and leasehold improvements 32,817 66,023 Vehicles 16,980 30,760 Land 7,747 3,727 Drilling and other equipment 4,254 8,103 443,933 641,586 Less accumulated depreciation — (230,952 ) $ 443,933 $ 410,634 In estimating the fair value of other property and equipment, the Company used a combination of cost and market approaches. A cost approach was used to value the Company’s natural gas plants and pipelines and other operating assets, based on current replacement costs of the assets less depreciation based on the estimated economic useful lives of the assets and age of the assets. A market approach was used to value the Company’s vehicles and land, using recent transactions of similar assets to determine the fair value from a market participant perspective. 20) Reflects the recognition of intangible assets for the noncurrent portion of favorable leases, as well as increases in equity method investments and carbon credit allowances. Assets and liabilities for out-of-market contracts were valued based on market terms as of February 28, 2017, and will be amortized over the remaining life of the respective lease. The Company’s equity method investments were valued based on a market approach using a market EBITDA multiple. Carbon credit allowances were valued using a market approach based on trading prices for carbon credits on February 28, 2017. 21) Primarily reflects the write-off of deferred rent partially offset by an increase in carbon emissions liabilities. 22) Reflects an increase of the current portion of asset retirement obligations. 23) Primarily reflects a decrease of approximately $49 million for asset retirement obligations and approximately $5 million for deferred rent, partially offset by an increase of approximately $1 million for carbon emissions liabilities. The fair value of asset retirement obligations were estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plug and abandon costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors; and (iv) a credit-adjusted risk-free interest rate. Carbon emissions liabilities were valued using a market approach based on trading prices for carbon credits on February 28, 2017. 24) Reflects the cumulative impact of the fresh start accounting adjustments discussed above and the elimination of the Predecessor’s accumulated deficit. |