Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Bonanza Creek Energy, Inc. | |
Entity Central Index Key | 1,509,589 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Common Stock, Shares Outstanding | 20,453,549 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable: | ||
Derivative assets | $ 48 | $ 0 |
Property and equipment (successful efforts method): | ||
Long-term derivative assets | 6 | 0 |
Current liabilities: | ||
Derivative liability | 2,044 | 0 |
Long-term liabilities: | ||
Derivative liability | 772 | 0 |
Successor | ||
Current assets: | ||
Cash and cash equivalents | 31,096 | |
Accounts receivable: | ||
Oil and gas sales | 25,443 | |
Joint interest and other | 4,488 | |
Prepaid expenses and other | 5,032 | |
Inventory of oilfield equipment | 3,270 | |
Derivative assets | 48 | |
Total current assets | 69,377 | |
Property and equipment (successful efforts method): | ||
Proved properties | 508,955 | |
Less: accumulated depreciation, depletion and amortization | (10,771) | |
Total proved properties, net | 498,184 | |
Unproved properties | 183,534 | |
Wells in progress | 44,049 | |
Other property and equipment, net of accumulated depreciation of $560 in 2017 and $11,206 in 2016 | 6,163 | |
Total property and equipment, net | 731,930 | |
Long-term derivative assets | 6 | |
Other noncurrent assets | 2,750 | |
Total assets | 804,063 | |
Current liabilities: | ||
Accounts payable and accrued expenses (note 5) | 50,848 | |
Oil and gas revenue distribution payable | 19,828 | |
Derivative liability | 2,044 | |
Revolving credit facility - current portion (note 6) | 0 | |
Senior Notes - current portion (note 6) | 0 | |
Total current liabilities | 72,720 | |
Long-term liabilities: | ||
Ad valorem taxes | 8,531 | |
Derivative liability | 772 | |
Asset retirement obligations for oil and gas properties | 28,973 | |
Total liabilities | 110,996 | |
Commitments and contingencies (note 7) | ||
Stockholders’ equity: | ||
Preferred stock | 0 | |
Common stock | 4,286 | |
Additional paid-in capital | 688,033 | |
Accumulated earnings (deficit) | 748 | |
Total stockholders’ equity | 693,067 | |
Total liabilities and stockholders’ equity | $ 804,063 | |
Predecessor | ||
Current assets: | ||
Cash and cash equivalents | 80,565 | |
Accounts receivable: | ||
Oil and gas sales | 14,479 | |
Joint interest and other | 6,784 | |
Prepaid expenses and other | 5,915 | |
Inventory of oilfield equipment | 4,685 | |
Derivative assets | 0 | |
Total current assets | 112,428 | |
Property and equipment (successful efforts method): | ||
Proved properties | 2,525,587 | |
Less: accumulated depreciation, depletion and amortization | (1,694,483) | |
Total proved properties, net | 831,104 | |
Unproved properties | 163,369 | |
Wells in progress | 18,250 | |
Other property and equipment, net of accumulated depreciation of $560 in 2017 and $11,206 in 2016 | 6,245 | |
Total property and equipment, net | 1,018,968 | |
Long-term derivative assets | 0 | |
Other noncurrent assets | 3,082 | |
Total assets | 1,134,478 | |
Current liabilities: | ||
Accounts payable and accrued expenses (note 5) | 61,328 | |
Oil and gas revenue distribution payable | 23,773 | |
Derivative liability | 0 | |
Revolving credit facility - current portion (note 6) | 191,667 | |
Senior Notes - current portion (note 6) | 793,698 | |
Total current liabilities | 1,070,466 | |
Long-term liabilities: | ||
Ad valorem taxes | 14,118 | |
Derivative liability | 0 | |
Asset retirement obligations for oil and gas properties | 30,833 | |
Total liabilities | 1,115,417 | |
Commitments and contingencies (note 7) | ||
Stockholders’ equity: | ||
Preferred stock | 0 | |
Common stock | 49 | |
Additional paid-in capital | 814,990 | |
Accumulated earnings (deficit) | (795,978) | |
Total stockholders’ equity | 19,061 | |
Total liabilities and stockholders’ equity | $ 1,134,478 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Predecessor | ||
Other property and equipment, accumulated depreciation (in dollars) | $ 11,206 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 225,000,000 | |
Common stock, shares issued (in shares) | 49,660,683 | |
Common stock, shares outstanding (in shares) | 49,660,683 | |
Successor | ||
Other property and equipment, accumulated depreciation (in dollars) | $ 560 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized (in shares) | 225,000,000 | |
Common stock, shares issued (in shares) | 20,453,444 | |
Common stock, shares outstanding (in shares) | 20,453,444 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) shares in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Successor | |||||
Operating net revenues: | |||||
Oil and gas sales | $ 45,232,000 | $ 73,346,000 | |||
Operating expenses: | |||||
Lease operating expense | 9,643,000 | 15,796,000 | |||
Gas plant and midstream operating expense | 3,265,000 | 5,027,000 | |||
Severance and ad valorem taxes | 2,434,000 | 4,842,000 | |||
Exploration | 359,000 | ||||
Depreciation, depletion and amortization | 7,350,000 | 12,186,000 | |||
Impairment of oil and gas properties | 0 | ||||
Abandonment and impairment of unproved properties | 0 | 0 | |||
Unused commitments | 0 | 0 | |||
General and administrative (including stock-based compensation) | 15,181,000 | 31,320,000 | |||
Total operating expenses | 37,873,000 | 69,530,000 | |||
Income (loss) from operations | 7,359,000 | 3,816,000 | |||
Other income (expense): | |||||
Derivative gain (loss) | (2,762,000) | (2,762,000) | |||
Interest expense | (265,000) | (460,000) | |||
Reorganization items, net (note 4) | 0 | ||||
Gain on termination fee (note 2) | 0 | ||||
Other income (loss) | (4,000) | 154,000 | |||
Total other income (expense) | (3,031,000) | (3,068,000) | |||
Income (loss) from operations before taxes | 4,328,000 | 748,000 | |||
Income tax benefit (expense) | 0 | 0 | |||
Net income (loss) | 4,328,000 | 748,000 | |||
Comprehensive income (loss) | $ 4,328,000 | $ 748,000 | |||
Basic net income (loss) per common share (in dollars per share) | $ 0.21 | $ 0.04 | |||
Diluted net income (loss) per common share (in dollars per share) | $ 0.21 | $ 0.04 | |||
Basic weighted-average common shares outstanding (in shares) | 20,439 | 20,410 | |||
Diluted weighted-average common shares outstanding (in shares) | 20,447 | 20,438 | |||
Predecessor | |||||
Operating net revenues: | |||||
Oil and gas sales | $ 49,325,000 | $ 68,589,000 | $ 148,029,000 | ||
Operating expenses: | |||||
Lease operating expense | 9,893,000 | 13,128,000 | 33,928,000 | ||
Gas plant and midstream operating expense | 2,874,000 | 3,541,000 | 10,198,000 | ||
Severance and ad valorem taxes | 4,100,000 | 5,671,000 | 11,531,000 | ||
Exploration | 3,699,000 | 943,000 | |||
Depreciation, depletion and amortization | 27,296,000 | 28,065,000 | 84,602,000 | ||
Impairment of oil and gas properties | 0 | 10,000,000 | |||
Abandonment and impairment of unproved properties | 7,682,000 | 0 | 24,463,000 | ||
Unused commitments | 1,688,000 | 993,000 | 3,460,000 | ||
General and administrative (including stock-based compensation) | 18,671,000 | 15,092,000 | 49,591,000 | ||
Total operating expenses | 72,204,000 | 70,189,000 | 228,716,000 | ||
Income (loss) from operations | (22,879,000) | (1,600,000) | (80,687,000) | ||
Other income (expense): | |||||
Derivative gain (loss) | 2,206,000 | 0 | (11,724,000) | ||
Interest expense | (15,142,000) | (5,656,000) | (46,216,000) | ||
Reorganization items, net (note 4) | (8,808,000) | 0 | |||
Gain on termination fee (note 2) | 0 | 6,000,000 | |||
Other income (loss) | 913,000 | 1,108,000 | 1,011,000 | ||
Total other income (expense) | (12,023,000) | 4,260,000 | (50,929,000) | ||
Income (loss) from operations before taxes | (34,902,000) | 2,660,000 | (131,616,000) | ||
Income tax benefit (expense) | 0 | 0 | 0 | ||
Net income (loss) | (34,902,000) | 2,660,000 | (131,616,000) | ||
Comprehensive income (loss) | $ (34,902,000) | $ 2,660,000 | $ (131,616,000) | ||
Basic net income (loss) per common share (in dollars per share) | $ (0.71) | $ 0.05 | $ (2.67) | ||
Diluted net income (loss) per common share (in dollars per share) | $ (0.71) | $ 0.05 | $ (2.67) | ||
Basic weighted-average common shares outstanding (in shares) | 49,324 | 49,559 | 49,244 | ||
Diluted weighted-average common shares outstanding (in shares) | 49,324 | 50,971 | 49,244 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Successor | |||||
General and administrative, stock compensation | $ 2,646 | ||||
Predecessor | |||||
General and administrative, stock compensation | $ 1,863 | $ 2,116 | $ 10,595 | $ 7,249 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Cancellation and Issuance of Equity | Common Stock | Common StockCancellation and Issuance of Equity | Additional Paid-in Capital | Additional Paid-in CapitalCancellation and Issuance of Equity | Accumulated Earnings (Deficit) | Accumulated Earnings (Deficit)Cancellation and Issuance of Equity |
Balance at beginning of period (Predecessor) at Dec. 31, 2016 | $ 19,061 | $ 49 | $ 814,990 | $ (795,978) | ||||
Shares outstanding, beginning of period (in shares) (Predecessor) at Dec. 31, 2016 | 49,660,683 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted common stock issued | Predecessor | 1 | $ 1 | ||||||
Restricted common stock issued (in shares) | Predecessor | 767,848 | |||||||
Restricted common stock forfeited (in shares) | Predecessor | (5,134) | |||||||
Restricted stock used for tax withholdings | Predecessor | (428) | $ (1) | (427) | |||||
Restricted stock used for tax withholdings (in shares) | Predecessor | (318,180) | |||||||
Fair value of equity issued to existing common stockholders | Predecessor | (23,410) | (23,410) | ||||||
Stock-based compensation | Predecessor | 2,116 | 2,116 | ||||||
Net Income | Predecessor | 2,660 | 2,660 | ||||||
Balance at end of period (Predecessor) at Apr. 28, 2017 | (77,075) | $ 0 | $ 49 | $ (49) | 793,269 | $ (793,269) | (793,318) | $ 793,318 |
Balance at end of period (Successor) at Apr. 28, 2017 | 684,121 | $ 684,121 | $ 4,285 | $ 4,285 | 679,836 | $ 679,836 | 0 | $ 0 |
Shares outstanding, end of period (in shares) (Predecessor) at Apr. 28, 2017 | 50,105,217 | (50,105,217) | ||||||
Shares outstanding, end of period (in shares) (Successor) at Apr. 28, 2017 | 20,356,071 | 20,356,071 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted common stock issued | Successor | 1 | $ 1 | ||||||
Restricted common stock issued (in shares) | Successor | 173,047 | |||||||
Restricted stock used for tax withholdings | Successor | (2,398) | (2,398) | ||||||
Restricted stock used for tax withholdings (in shares) | Successor | (75,674) | |||||||
Stock-based compensation | Successor | 10,595 | 10,595 | ||||||
Net Income | Successor | 748 | 748 | ||||||
Balance at end of period (Successor) at Sep. 30, 2017 | $ 693,067 | $ 4,286 | $ 688,033 | $ 748 | ||||
Shares outstanding, end of period (in shares) (Successor) at Sep. 30, 2017 | 20,453,444 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 4 Months Ended | 5 Months Ended | 9 Months Ended |
Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Successor | |||
Cash flows from operating activities: | |||
Net income (loss) | $ 748,000 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 12,186,000 | ||
Non-cash reorganization items | 0 | ||
Impairment of oil and gas properties | 0 | ||
Abandonment and impairment of unproved properties | 0 | ||
Well abandonment costs and dry hole expense | 74,000 | ||
Stock-based compensation | 10,595,000 | ||
Amortization of deferred financing costs and debt premium | 0 | ||
Derivative loss | 2,762,000 | ||
Derivative cash settlements | 0 | ||
Other | 7,000 | ||
Changes in current assets and liabilities: | |||
Accounts receivable | (2,027,000) | ||
Prepaid expenses and other assets | (80,000) | ||
Accounts payable and accrued liabilities | (11,910,000) | ||
Settlement of asset retirement obligations | (936,000) | ||
Net cash (used in) provided by operating activities | 11,419,000 | ||
Cash flows from investing activities: | |||
Acquisition of oil and gas properties | (5,074,000) | ||
Exploration and development of oil and gas properties | (42,355,000) | ||
Payments of contractual obligation | 0 | ||
(Increase) decrease in restricted cash | (12,000) | ||
Additions to property and equipment - non oil and gas | (667,000) | ||
Net cash used in investing activities | (48,108,000) | ||
Cash flows from financing activities: | |||
Proceeds from credit facility | 0 | ||
Payments to credit facility | 0 | ||
Proceeds from sale of common stock | 0 | ||
Payment of employee tax withholdings in exchange for the return of common stock | (2,398,000) | ||
Deferred financing costs | 0 | ||
Net cash (used in) provided by financing activities | (2,398,000) | ||
Net change in cash and cash equivalents | (39,087,000) | ||
Cash and cash equivalents: | |||
Beginning of period | 70,183,000 | ||
End of period | $ 70,183,000 | 31,096,000 | |
Supplemental cash flow disclosure: | |||
Cash paid for interest | 455,000 | ||
Cash paid for reorganization items | 0 | ||
Changes in working capital related to drilling expenditures | 9,325,000 | ||
Predecessor | |||
Cash flows from operating activities: | |||
Net income (loss) | 2,660,000 | $ (131,616,000) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 28,065,000 | 84,602,000 | |
Non-cash reorganization items | (44,160,000) | 0 | |
Impairment of oil and gas properties | 0 | 10,000,000 | |
Abandonment and impairment of unproved properties | 0 | 24,463,000 | |
Well abandonment costs and dry hole expense | 2,931,000 | 905,000 | |
Stock-based compensation | 2,116,000 | 7,249,000 | |
Amortization of deferred financing costs and debt premium | 374,000 | 2,705,000 | |
Derivative loss | 0 | 11,724,000 | |
Derivative cash settlements | 0 | 15,749,000 | |
Other | 18,000 | 127,000 | |
Changes in current assets and liabilities: | |||
Accounts receivable | (6,640,000) | 29,442,000 | |
Prepaid expenses and other assets | 963,000 | (1,047,000) | |
Accounts payable and accrued liabilities | (5,880,000) | (23,252,000) | |
Settlement of asset retirement obligations | (331,000) | (473,000) | |
Net cash (used in) provided by operating activities | (19,884,000) | 30,578,000 | |
Cash flows from investing activities: | |||
Acquisition of oil and gas properties | (445,000) | (919,000) | |
Exploration and development of oil and gas properties | (5,123,000) | (47,491,000) | |
Payments of contractual obligation | 0 | (12,000,000) | |
(Increase) decrease in restricted cash | 118,000 | (7,707,000) | |
Additions to property and equipment - non oil and gas | (454,000) | (106,000) | |
Net cash used in investing activities | (5,904,000) | (68,223,000) | |
Cash flows from financing activities: | |||
Proceeds from credit facility | 0 | 209,000,000 | |
Payments to credit facility | (191,667,000) | (58,667,000) | |
Proceeds from sale of common stock | 207,500,000 | 0 | |
Payment of employee tax withholdings in exchange for the return of common stock | (427,000) | (283,000) | |
Deferred financing costs | 0 | (316,000) | |
Net cash (used in) provided by financing activities | 15,406,000 | 149,734,000 | |
Net change in cash and cash equivalents | (10,382,000) | 112,089,000 | |
Cash and cash equivalents: | |||
Beginning of period | 80,565,000 | $ 70,183,000 | 21,341,000 |
End of period | 70,183,000 | 133,430,000 | |
Supplemental cash flow disclosure: | |||
Cash paid for interest | 3,509,000 | 39,235,000 | |
Cash paid for reorganization items | 52,968,000 | 0 | |
Changes in working capital related to drilling expenditures | $ 3,360,000 | $ (27,952,000) |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Bonanza Creek Energy, Inc. (“BCEI” or, together with our consolidated subsidiaries, the “Company”) is engaged primarily in acquiring, developing, exploiting and producing oil and gas properties. The Company's assets and operations are concentrated primarily in the Wattenberg Field in Colorado and in the Dorcheat Macedonia Field in southern Arkansas. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION These statements have been prepared in accordance with the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information with the condensed consolidated balance sheets (“balance sheets”) and the condensed consolidated statements of cash flows (“statements of cash flows”) as of and for the period ended December 31, 2016 , being derived from audited financial statements. The quarterly financial statements included herein do not necessarily include all of the disclosures as may be required under generally accepted accounting principles for complete financial statements. Except as disclosed herein, and with the exception of information in this report related to our emergence from Chapter 11 and fresh-start accounting, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “ 2016 Form 10-K”). These consolidated financial statements include all of the adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations. All such adjustments are of a normal recurring nature only. As described below, however, such prior financial statements are not comparable to our interim financial statements due to the adoption of fresh-start accounting. The results of operations for the quarter are not necessarily indicative of the results to be expected for the full fiscal year. The Company evaluated events subsequent to the balance sheet date of September 30, 2017 , and through the filing date of this report. On January 4, 2017, the Company and certain of its subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to pursue the Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as proposed, the “Plan”). The Bankruptcy Court granted the Debtors' motion seeking to administer all of the Debtors' Chapter 11 Cases jointly under the caption In re Bonanza Creek Energy, Inc., et al (Case No. 17-10015). The Debtors received bankruptcy court confirmation of their Plan on April 7, 2017, and emerged from bankruptcy on April 28, 2017 (the “Effective Date”). Although the Company is no longer a debtor-in-possession, the Company was a debtor-in-possession during a portion of the nine months ended September 30, 2017. As such, certain aspects of the bankruptcy proceedings of the Company and related matters are described below in order to provide context and explain part of our financial condition and results of operations for the period presented. Upon emergence from bankruptcy, the Company adopted fresh-start accounting and became a new entity for financial reporting purposes. As a result of the application of fresh-start accounting and the effects of the implementation of the Plan, the Company’s condensed consolidated financial statements after April 28, 2017 are not comparable with the financial statements on or prior to April 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 April 28, 2017 and dates prior thereto. See Note 4 - Fresh-Start Accounting for additional discussion. Subsequent to January 4, 2017 and through the date of emergence, all expenses, gains and losses directly associated with the reorganization are reported as reorganization items, net in the accompanying condensed consolidated statements of operations and comprehensive income (loss) (“statements of operations”). References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to April 28, 2017. References to “Predecessor” or “Predecessor Company” relate to the financial position and results of operations of the Company on or prior to April 28, 2017. References to “Current Successor Period” relates to the period of April 29, 2017 through September 30, 2017. References to “Current Predecessor Period” relate to the period of January 1, 2017 through April 28, 2017. References to "Prior Predecessor Period" relate to the nine months ended September 30, 2016. Principles of Consolidation The balance sheets include the accounts of the Company and its wholly owned subsidiaries, Bonanza Creek Energy Operating Company, LLC, Bonanza Creek Energy Resources, LLC, Bonanza Creek Energy Upstream LLC, Bonanza Creek Energy Midstream, LLC, Holmes Eastern Company, LLC and Rocky Mountain Infrastructure, LLC. All significant intercompany accounts and transactions have been eliminated. Rocky Mountain Infrastructure, LLC In 2015, the Company’s wholly owned subsidiary, Bonanza Creek Energy Operating Company, LLC, formed a wholly owned subsidiary, Rocky Mountain Infrastructure, LLC (“RMI”), to hold gathering systems, central production facilities and related infrastructure that service the Wattenberg Field. Assets Held for Sale The Company had its ownership interests in RMI and all assets within the Mid-Continent region as held for sale during a portion of the nine months ended September 30, 2016. Upon the termination of the previously reported purchase and sale agreement of its RMI interest in the first quarter of 2016, the Company received $6.0 million as shown in the gain on termination fee line item in the accompanying statements of operations. During the nine months ended September 30, 2016, the Company recorded an impairment of oil and gas properties of $10.0 million based on the latest received bid at the time for its Mid-Continent assets. The Company moved these assets back into held for use during the second quarter of 2016. Significant Accounting Policies The significant accounting policies followed by the Company were set forth in Note 1 to the 2016 Form 10-K and are supplemented by the notes throughout this report. These unaudited condensed consolidated financial statements should be read in conjunction with the 2016 Form 10-K. Going Concern Presumption Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and the satisfaction of liabilities and other commitments in the normal course of business. Recently Issued Accounting Standards Effective January 1, 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ Update ”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting . The objective of this update is to simplify the current guidance for stock compensation. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This update is effective for the annual periods beginning after December 15, 2016, and interim periods within those annual periods. As of January 1, 2017, and thereafter, the Company did not have excess tax benefits associated with its stock compensation, and therefore, there was no tax impact upon adoption of this standard. In addition, the employee taxes paid on the statement of cash flows when shares were withheld for taxes have already been classified as a financing activity, therefore, there was no cash flow statement impact upon adoption of this standard. This standard allowed Company's to elect to account for forfeitures as they occurred or estimate the number of awards that will vest. The Company elected to account for forfeitures as they occur, resulting in a minimal impact upon adoption of this standard. In January 2017, the FASB issued Update No. 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business . This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is to be applied using a prospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company will apply this guidance to any future acquisitions or disposals of assets or business. In February 2017, the FASB issued Update No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . This update is meant to clarify existing guidance and to add guidance for partial sales of nonfinancial assets. This guidance is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance and is effective at the same time as Update 2014-09 , Revenue from Contracts with Customers (Topic 606) , which is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company is currently evaluating the provisions of this guidance and assessing its potential impact on the Company’s financial statements and disclosures. In November 2016, the FASB issued Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . This update clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance is to be applied using a retrospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company has evaluated the provisions of this guidance and has determined that it will not have a material effect on the Company’s financial statements or disclosures. In August 2016, the FASB issued Update No. 2016-15 – Classification of Certain Cash Receipts and Cash Payments , which clarifies the presentation of specific cash receipts and cash payments within the statement of cash flows. This authoritative accounting guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company has evaluated the provisions of this guidance and has determined that it will not have a material effect on the Company’s financial statements or disclosures. In February 2016, the FASB issued Update No. 2016-02 – Leases to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This authoritative guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has begun the identification process of all leases and is evaluating the provisions of this guidance and assessing its impact. In May 2014, the FASB issued Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) for the recognition of revenue from contracts with customers. Several additional related updates have been issued. Based on assessments performed to date, the standard is not expected to have a material effect on the timing of the Company's revenue recognition or its financial position, net income, or cash flows, but is expected to have an impact on the Company's revenue-related disclosures. The Company has assessed all of its revenue contracts and is in the process of implementing appropriate changes to its business processes, systems and controls to support the recognition and disclosure requirements of this guidance. This guidance also includes provisions regarding future revenues and expenses under a gross-versus-net presentation. Currently, the Company presents the majority of its revenues and expenses impacted by this guidance on a net basis. Upon adoption of this guidance, the Company will present its revenues and expenses covered under this guidance on a gross basis. This guidance is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The Company will adopt this guidance on January 1, 2018, using the modified retrospective approach with a cumulative adjustment to retained earnings as necessary. |
CHAPTER 11 PROCEEDINGS AND EMER
CHAPTER 11 PROCEEDINGS AND EMERGENCE | 9 Months Ended |
Sep. 30, 2017 | |
Reorganizations [Abstract] | |
CHAPTER 11 PROCEEDINGS AND EMERGENCE | CHAPTER 11 PROCEEDINGS AND EMERGENCE On December 23, 2016, Bonanza Creek Energy, Inc. and its subsidiaries entered into a Restructuring Support Agreement with (i) holders of approximately 51% in aggregate principal amount of the Company's 5.75% Senior Notes due 2023 (“ 5.75% Senior Notes”) and 6.75% Senior Notes due 2021 (“ 6.75% Senior Notes”), collectively (the “Senior Notes”) and (ii) NGL Energy Partners, LP and NGL Crude Logistics, LLC (collectively “NGL”). On January 4, 2017, the Company filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. The Debtors received bankruptcy court confirmation of their Plan on April 7, 2017, and emerged from bankruptcy on April 28, 2017. During the bankruptcy proceedings, the Company conducted normal business activities and was authorized to pay and did pay pre-petition liabilities. In addition, subject to specific exceptions under the Bankruptcy Code, the Chapter 11 filings automatically stayed most judicial or administrative actions against the Company and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. As a result, we did not record interest expense on the Company’s Senior Notes from January 6, 2017, the agreed-upon date, through April 28, 2017. For that period, contractual interest on the Senior Notes totaled $16.0 million . Plan of Reorganization On the Effective Date, the Senior Notes and existing common shares of the Company (“existing common shares”) were canceled, and the reorganized Company issued: (i) new common stock; (ii) three year warrants (“warrants”); and (iii) rights (the “subscription rights”) to acquire the new common shares offered in connection with the rights offering (the “rights offering”), each of which will be distributed as set forth below; • the Senior Notes aggregate principal amount of $800.0 million , plus $14.9 million of accrued and unpaid pre-petition interest and $51.2 million of prepayment premiums was settled for 46.6% or 9,481,610 shares of the of the Company's new common stock; • the Company issued 803,083 or 3.9% of the new common stock to holders of our existing common stock, of which 1.75% is for the ad hoc equity committee settlement in exchange for $7.5 million , on terms equivalent to the rights offering; • the Company issued 10,071,378 shares of new common stock in exchange for $200.0 million relating to the rights offering; • the Company issued 1,650,510 of warrants entitling their holders upon exercise thereof, on a pro rata basis, to 7.5% of the total outstanding new common shares at a per share price of $71.23 per warrant; and • the Company reserved 2,467,430 shares of the new common stock for issuance under its 2017 Long Term Incentive Plan (“LTIP”). Pursuant to the terms of the approved Plan the following transactions were completed on the Effective Date; • the Company paid Silo Energy, LLC (“Silo”) the contract settlement amount of $7.2 million in full; • with respect to the predecessor revolving credit facility, dated March 29, 2011 (the “predecessor revolving credit facility”), principal, accrued interest and fees of $193.7 million were paid in full; • the Company paid $1.6 million for the 2016 Short Term Incentive Plan (“2016 STIP”) to various employees; • the Company funded an escrow account in the amount of $17.2 million for professional service fees attributable to its advisers; • the Company paid $13.8 million for professional services attributable to advisers of third parties involved in the bankruptcy proceedings; • the Company emerged with cash on hand of $70.2 million for operations; and • the Company amended its articles of incorporation and bylaws for the authorization of the new common stock. Board of Directors Upon emergence from bankruptcy the Company's board of directors was made up of seven individuals, two of which were existing board members, Richard J. Carty and Jeffrey E. Wojahn, and five new board members consisting of Paul Keglevic, Brian Steck, Thomas B. Tyree, Jr., Jack E. Vaughn, and Scott D. Vogel were appointed. Executive Departure On June 11, 2017, Richard J. Carty resigned as a member of the board of directors and left his role as President and Chief Executive Officer of the Company. In connection with the departure of Mr. Carty, the board of directors appointed R. Seth Bullock, a managing director of Alvarez & Marsal, LLC, interim Chief Executive Officer, and is currently conducting a search for a new Chief Executive Officer. FRESH-START ACCOUNTING Upon the Company's emergence from Chapter 11 bankruptcy, the Company adopted fresh-start accounting, pursuant to FASB Accounting Standards Codification (“ASC”) 852, Reorganizations , and applied the provisions thereof to its financial statements. The Company qualified for fresh-start accounting because: (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company; and (ii) the reorganization value of the Company's assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. The Company applied fresh-start accounting as of April 28, 2017, when it emerged from bankruptcy protection. Adopting fresh-start accounting results in a new reporting entity for financial reporting purposes with no beginning retained earnings or deficit as of the fresh-start reporting date. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the Successor Company caused a related change of control of the Company under ASC 852. Reorganization Value Under fresh-start accounting, reorganization value represents the fair value of the Successor Company’s total assets and is intended to approximate the amount a willing buyer would pay for the assets immediately after restructuring. Under application of fresh-start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. The Company's reorganization value is derived from an estimate of enterprise value. Enterprise value represents the estimated fair value of an entity’s long-term debt, other interest bearing liabilities and shareholders’ equity less total cash and cash equivalents. In support of the Plan, the enterprise value of the Successor Company was estimated and approved by the Bankruptcy Court to be in the range of $570.0 million to $680.0 million . Based on the estimates and assumptions used in determining the enterprise value, as further discussed below, the Company estimated the enterprise value to be approximately $643.0 million . This valuation analysis was prepared with the assistance of an independent third-party consultant utilizing reserve information prepared by the Company's internal reserve engineers, internal development plans and schedules, other internal financial information and projections and the application of standard valuation techniques including risked net asset value analysis and comparable public company metrics. The Company's principal assets are its oil and gas properties. The Company determined the fair value of its oil and gas properties based on the discounted cash flows expected to be generated from these assets segregated into geographic regions. The computations were based on market conditions and reserves in place as of the Effective Date. Discounted cash flow models were generated using the estimated future revenues and development and operating costs for all developed wells and undeveloped locations comprising our proved reserves. The proved locations were limited to wells expected to be drilled in the Company's five year plan. Future cash flows before application of risk factors were estimated by using the New York Mercantile Exchange five year forward prices for West Texas Intermediate oil and Henry Hub natural gas with inflation adjustments applied to periods beyond five years. The prices were further adjusted for typical differentials realized by the Company for the location and product quality. Wattenberg Field oil differential estimates were based on the new NGL purchase agreement that was confirmed as part of the Plan. Development costs were based on recent bids received by the Company and the operating costs were based on actual costs, and both were adjusted by the same inflation rate used for revenues. The discounted cash flow models also included estimates not typically included in proved reserves, such as an industry standard general and administrative expense and income tax expense. Due to the limited drilling plans that we had in place, proved undeveloped locations were risked within industry standards. The risk-adjusted after-tax cash flows were discounted at a rate of 11.0% . This rate was determined from a weighted-average cost of capital computation which utilized a blended expected cost of debt and expected returns on equity for similar industry participants. From this analysis the Company concluded the fair value of its proved, probable and possible reserves was $397.3 million , $146.8 million and $31.7 million , respectively, as of the Effective Date. The Company also reviewed its undeveloped leasehold acreage and determined that the fair value of its probable and possible reserves appropriately capture the fair value of its undeveloped leasehold acreage. The Company performed an analysis of the RMI assets using a replacement cost method which estimated the assets' replacement cost (for new assets), less any depreciation, physical deterioration or obsolescence resulting, in a fair value of $103.1 million . The Company follows the lower of cost or net realizable value when valuing inventory of oilfield equipment. The valuation of the inventory of oilfield equipment as of the Effective Date did not yield a material difference from the Company's carrying value immediately prior to emergence from bankruptcy; as such, there was no valuation adjustment recorded. The valuation of the Company's other property and equipment as of the Effective Date did not yield a material difference from the Predecessor Company's net book value; as such there was no valuation adjustment recorded. Our liabilities on the Effective Date include working capital liabilities and asset retirement obligations. Our working capital liabilities are ordinary course obligations, and their carrying amounts approximate their fair values. The asset retirement obligation was reset using a revised credit-adjusted risk-free rate and known attributes as of the Effective Date, resulting in a $29.1 million obligation. In conjunction with the Company's emergence from bankruptcy, the Company issued 1,650,510 warrants to existing equity holders. The fair value of $4.1 million was estimated using a Black-Scholes pricing model. The model used the following assumptions; an expected volatility of 40% , a risk-free interest rate of 1.44% , a stock price of $34.36 , a strike price of $71.23 , and an expiration date of 3 years. The following table reconciles the enterprise value to the estimated fair value of Successor Company's common stock as of the Effective Date (in thousands, except per share amounts): Enterprise Value $ 642,999 Plus: Cash and cash equivalents 70,183 Less: Interest bearing liabilities (29,061 ) Less: Fair value of warrants (4,081 ) Fair value of Successor common stock $ 680,040 Shares outstanding at April 28, 2017 20,356 Per share value $ 33.41 The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (in thousands): Enterprise Value $ 642,999 Plus: Cash and cash equivalents 70,183 Plus: Working capital liabilities 63,871 Plus: Other long-term liabilities 17,919 Reorganization value of Successor assets $ 794,972 Successor Condensed Consolidated Balance Sheet The adjustments set forth in the following condensed consolidated balance sheet reflect the effect of the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as estimated fair value adjustments as a result of the adoption of fresh-start accounting (reflected in the column “Fresh-Start Adjustments”). The explanatory notes highlight methods used to determine estimated fair values or other amounts of assets and liabilities, as well as significant assumptions. Predecessor Company Reorganization Adjustments Fresh-Start Adjustments Successor Company (in thousands, except share amounts) ASSETS Current Assets: Cash and cash equivalents $ 96,286 $ (26,103 ) (1) $ — $ 70,183 Accounts receivable: Oil and gas sales 24,876 — — 24,876 Joint interest and other 3,028 — — 3,028 Prepaid expenses and other 4,952 — — 4,952 Inventory of oilfield equipment 4,218 — — 4,218 Total current assets 133,360 (26,103 ) — 107,257 Property and equipment (successful efforts method): Proved properties 2,531,834 — (2,031,373 ) (6) 500,461 Less: accumulated depreciation, depletion and amortization (1,720,736 ) — 1,720,736 (6) — Total proved properties, net 811,098 — (310,637 ) 500,461 Unproved properties 163,781 — 14,679 (6) 178,460 Wells in progress 18,002 — (18,002 ) (7) — Other property and equipment, net 6,056 — — 6,056 Total property and equipment, net 998,937 — (313,960 ) 684,977 Other noncurrent assets 2,738 — — 2,738 Total assets $ 1,135,035 $ (26,103 ) $ (313,960 ) $ 794,972 LIABILITIES AND STOCKHOLDERS'S EQUITY Current liabilities: Accounts payable and accrued expenses $ 72,635 $ (33,701 ) (2) $ — $ 38,934 Oil and gas revenue distribution payable 24,937 — — 24,937 Revolving credit facility - current portion 191,667 (191,667 ) (3) — — Total current liabilities 289,239 (225,368 ) — 63,871 Long-term liabilities: Ad valorem taxes 17,919 — — 17,919 Asset retirement obligations for oil and gas properties 31,660 — (2,599 ) (8) 29,061 Liabilities subject to compromise 873,292 (873,292 ) (4) — — Total liabilities $ 1,212,110 $ (1,098,660 ) $ (2,599 ) $ 110,851 Stockholders' equity: Predecessor preferred stock — — — — Predecessor common stock 49 — (49 ) (9) — Additional paid in capital 816,679 — (816,679 ) (9) — Successor common stock — 204 (5) — 204 Successor warrants — 4,081 (5) — 4,081 Additional paid-in capital — 679,836 (5) — 679,836 Retained deficit (893,803 ) 388,436 (4) 505,367 (10) — Total stockholders' equity (77,075 ) 1,072,557 (311,361 ) 684,121 Total liabilities and stockholders' equity $ 1,135,035 $ (26,103 ) $ (313,960 ) $ 794,972 Reorganization Adjustments (1) The following table reflects the net cash payments made upon emergence on the Effective Date (in thousands): Sources: Proceeds from rights offering $ 200,000 Proceeds from ad hoc equity committee 7,500 Total sources $ 207,500 Uses and transfers: Payment on revolving credit facility (principal, interest and fees) $ (193,729 ) Payment and funding of escrow account related to professional fees (17,193 ) Payment of professional fees and other (13,831 ) Payment of Silo contract settlement and other (7,228 ) Payment of remaining 2016 STIP (1,622 ) Total uses and transfers $ (233,603 ) Total net sources, uses and transfers $ (26,103 ) (2) The following table shows the decrease of accounts payable and accrued liabilities attributable to reorganization items settled or paid upon emergence (in thousands): Accounts payable and accrued expenses: Accrued 2016 STIP payment $ (1,574 ) Escrow account funding (17,193 ) Professional fees and other (13,831 ) Accrued unpaid interest on revolving credit facility (1,103 ) Total accounts payable and accrued expenses settled $ (33,701 ) (3) Represents the payment in full of the predecessor revolving credit facility on the Effective Date. (4) On the Effective Date, the obligations of the Company with respect to the Senior Notes were canceled. Liabilities subject to compromise were settled as follows in accordance with the Plan (in thousands): Senior Notes $ 800,000 Accrued interest on Senior Notes (pre-petition) 14,879 Make-whole payment on Senior Notes 51,185 Silo contract settlement accrual 7,228 Total liabilities subject to compromise of the predecessor 873,292 Rights offering 200,000 Fair value of equity issued to creditors, excluding equity issued to existing equity holders (653,212 ) Payment of Silo contract settlement (7,228 ) Gain on settlement of liabilities subject to compromise 412,852 Payment on revolving credit facility fees and remaining unaccrued 2016 STIP (1,007 ) Total reorganization items at emergence $ 411,845 Issuance of warrants to existing shareholders $ (4,081 ) Proceeds from ad hoc equity committee 7,500 Issuance of shares to existing shareholders (26,828 ) Total reorganization adjustments to retained deficit $ 388,436 (5) Represents the fair value of 20,356,071 shares of new common stock and 1,650,510 warrants issued upon emergence from bankruptcy on the Effective Date. Fresh-Start Adjustments (6) Fair value adjustments to proved and unproved oil and natural gas properties. A combination of the market and income approach were utilized to perform valuations. Included in this line items were adjustments to the fully-owned subsidiary, Rocky Mountain Infrastructure, LLC. Lastly, the accumulated depreciation was reset to zero in accordance with fresh-start accounting. (7) Represents the reset of wells in progress with fair valuation of the associated reserves in proved property. (8) Upon application of fresh-start accounting and due to the Company’s emergence with no debt, the Company revalued its asset retirement obligations based upon comparable companies’ credit-adjusted risk-free rates in accordance with ASC 410 - Asset Retirement and Environmental Obligations. (9) Cancellation of Predecessor Company’s common stock and additional paid-in capital. (10) Adjustment to reset retained deficit to zero. Reorganization Items, Net Reorganization items represent liabilities settled, net of amounts incurred subsequent to the Chapter 11 filing as a direct result of the Plan and are classified as Reorganization items, net in our statements of operations. The following table summarizes reorganization items (in thousands): Fresh-start related: Gain on settlement of liabilities subject to compromise $ 412,852 Payment on revolving credit facility fees and remaining unaccrued 2016 STIP (1,007 ) Fresh-start valuation adjustments (311,361 ) Total fresh-start reorganization items, net $ 100,484 Current predecessor quarter professional fees and other (2,673 ) Current predecessor quarter reorganization items, net 97,811 Prior period reorganization: Legal and professional fees and expenses (31,662 ) Write-off of debt issuance and premium costs (6,156 ) Make-whole payment on Senior Notes (51,185 ) Total prior-period reorganization items, net $ (89,003 ) Total reorganization items, net $ 8,808 |
FRESH-START ACCOUNTING
FRESH-START ACCOUNTING | 9 Months Ended |
Sep. 30, 2017 | |
Reorganizations [Abstract] | |
FRESH-START ACCOUNTING | CHAPTER 11 PROCEEDINGS AND EMERGENCE On December 23, 2016, Bonanza Creek Energy, Inc. and its subsidiaries entered into a Restructuring Support Agreement with (i) holders of approximately 51% in aggregate principal amount of the Company's 5.75% Senior Notes due 2023 (“ 5.75% Senior Notes”) and 6.75% Senior Notes due 2021 (“ 6.75% Senior Notes”), collectively (the “Senior Notes”) and (ii) NGL Energy Partners, LP and NGL Crude Logistics, LLC (collectively “NGL”). On January 4, 2017, the Company filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. The Debtors received bankruptcy court confirmation of their Plan on April 7, 2017, and emerged from bankruptcy on April 28, 2017. During the bankruptcy proceedings, the Company conducted normal business activities and was authorized to pay and did pay pre-petition liabilities. In addition, subject to specific exceptions under the Bankruptcy Code, the Chapter 11 filings automatically stayed most judicial or administrative actions against the Company and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. As a result, we did not record interest expense on the Company’s Senior Notes from January 6, 2017, the agreed-upon date, through April 28, 2017. For that period, contractual interest on the Senior Notes totaled $16.0 million . Plan of Reorganization On the Effective Date, the Senior Notes and existing common shares of the Company (“existing common shares”) were canceled, and the reorganized Company issued: (i) new common stock; (ii) three year warrants (“warrants”); and (iii) rights (the “subscription rights”) to acquire the new common shares offered in connection with the rights offering (the “rights offering”), each of which will be distributed as set forth below; • the Senior Notes aggregate principal amount of $800.0 million , plus $14.9 million of accrued and unpaid pre-petition interest and $51.2 million of prepayment premiums was settled for 46.6% or 9,481,610 shares of the of the Company's new common stock; • the Company issued 803,083 or 3.9% of the new common stock to holders of our existing common stock, of which 1.75% is for the ad hoc equity committee settlement in exchange for $7.5 million , on terms equivalent to the rights offering; • the Company issued 10,071,378 shares of new common stock in exchange for $200.0 million relating to the rights offering; • the Company issued 1,650,510 of warrants entitling their holders upon exercise thereof, on a pro rata basis, to 7.5% of the total outstanding new common shares at a per share price of $71.23 per warrant; and • the Company reserved 2,467,430 shares of the new common stock for issuance under its 2017 Long Term Incentive Plan (“LTIP”). Pursuant to the terms of the approved Plan the following transactions were completed on the Effective Date; • the Company paid Silo Energy, LLC (“Silo”) the contract settlement amount of $7.2 million in full; • with respect to the predecessor revolving credit facility, dated March 29, 2011 (the “predecessor revolving credit facility”), principal, accrued interest and fees of $193.7 million were paid in full; • the Company paid $1.6 million for the 2016 Short Term Incentive Plan (“2016 STIP”) to various employees; • the Company funded an escrow account in the amount of $17.2 million for professional service fees attributable to its advisers; • the Company paid $13.8 million for professional services attributable to advisers of third parties involved in the bankruptcy proceedings; • the Company emerged with cash on hand of $70.2 million for operations; and • the Company amended its articles of incorporation and bylaws for the authorization of the new common stock. Board of Directors Upon emergence from bankruptcy the Company's board of directors was made up of seven individuals, two of which were existing board members, Richard J. Carty and Jeffrey E. Wojahn, and five new board members consisting of Paul Keglevic, Brian Steck, Thomas B. Tyree, Jr., Jack E. Vaughn, and Scott D. Vogel were appointed. Executive Departure On June 11, 2017, Richard J. Carty resigned as a member of the board of directors and left his role as President and Chief Executive Officer of the Company. In connection with the departure of Mr. Carty, the board of directors appointed R. Seth Bullock, a managing director of Alvarez & Marsal, LLC, interim Chief Executive Officer, and is currently conducting a search for a new Chief Executive Officer. FRESH-START ACCOUNTING Upon the Company's emergence from Chapter 11 bankruptcy, the Company adopted fresh-start accounting, pursuant to FASB Accounting Standards Codification (“ASC”) 852, Reorganizations , and applied the provisions thereof to its financial statements. The Company qualified for fresh-start accounting because: (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company; and (ii) the reorganization value of the Company's assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. The Company applied fresh-start accounting as of April 28, 2017, when it emerged from bankruptcy protection. Adopting fresh-start accounting results in a new reporting entity for financial reporting purposes with no beginning retained earnings or deficit as of the fresh-start reporting date. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the Successor Company caused a related change of control of the Company under ASC 852. Reorganization Value Under fresh-start accounting, reorganization value represents the fair value of the Successor Company’s total assets and is intended to approximate the amount a willing buyer would pay for the assets immediately after restructuring. Under application of fresh-start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. The Company's reorganization value is derived from an estimate of enterprise value. Enterprise value represents the estimated fair value of an entity’s long-term debt, other interest bearing liabilities and shareholders’ equity less total cash and cash equivalents. In support of the Plan, the enterprise value of the Successor Company was estimated and approved by the Bankruptcy Court to be in the range of $570.0 million to $680.0 million . Based on the estimates and assumptions used in determining the enterprise value, as further discussed below, the Company estimated the enterprise value to be approximately $643.0 million . This valuation analysis was prepared with the assistance of an independent third-party consultant utilizing reserve information prepared by the Company's internal reserve engineers, internal development plans and schedules, other internal financial information and projections and the application of standard valuation techniques including risked net asset value analysis and comparable public company metrics. The Company's principal assets are its oil and gas properties. The Company determined the fair value of its oil and gas properties based on the discounted cash flows expected to be generated from these assets segregated into geographic regions. The computations were based on market conditions and reserves in place as of the Effective Date. Discounted cash flow models were generated using the estimated future revenues and development and operating costs for all developed wells and undeveloped locations comprising our proved reserves. The proved locations were limited to wells expected to be drilled in the Company's five year plan. Future cash flows before application of risk factors were estimated by using the New York Mercantile Exchange five year forward prices for West Texas Intermediate oil and Henry Hub natural gas with inflation adjustments applied to periods beyond five years. The prices were further adjusted for typical differentials realized by the Company for the location and product quality. Wattenberg Field oil differential estimates were based on the new NGL purchase agreement that was confirmed as part of the Plan. Development costs were based on recent bids received by the Company and the operating costs were based on actual costs, and both were adjusted by the same inflation rate used for revenues. The discounted cash flow models also included estimates not typically included in proved reserves, such as an industry standard general and administrative expense and income tax expense. Due to the limited drilling plans that we had in place, proved undeveloped locations were risked within industry standards. The risk-adjusted after-tax cash flows were discounted at a rate of 11.0% . This rate was determined from a weighted-average cost of capital computation which utilized a blended expected cost of debt and expected returns on equity for similar industry participants. From this analysis the Company concluded the fair value of its proved, probable and possible reserves was $397.3 million , $146.8 million and $31.7 million , respectively, as of the Effective Date. The Company also reviewed its undeveloped leasehold acreage and determined that the fair value of its probable and possible reserves appropriately capture the fair value of its undeveloped leasehold acreage. The Company performed an analysis of the RMI assets using a replacement cost method which estimated the assets' replacement cost (for new assets), less any depreciation, physical deterioration or obsolescence resulting, in a fair value of $103.1 million . The Company follows the lower of cost or net realizable value when valuing inventory of oilfield equipment. The valuation of the inventory of oilfield equipment as of the Effective Date did not yield a material difference from the Company's carrying value immediately prior to emergence from bankruptcy; as such, there was no valuation adjustment recorded. The valuation of the Company's other property and equipment as of the Effective Date did not yield a material difference from the Predecessor Company's net book value; as such there was no valuation adjustment recorded. Our liabilities on the Effective Date include working capital liabilities and asset retirement obligations. Our working capital liabilities are ordinary course obligations, and their carrying amounts approximate their fair values. The asset retirement obligation was reset using a revised credit-adjusted risk-free rate and known attributes as of the Effective Date, resulting in a $29.1 million obligation. In conjunction with the Company's emergence from bankruptcy, the Company issued 1,650,510 warrants to existing equity holders. The fair value of $4.1 million was estimated using a Black-Scholes pricing model. The model used the following assumptions; an expected volatility of 40% , a risk-free interest rate of 1.44% , a stock price of $34.36 , a strike price of $71.23 , and an expiration date of 3 years. The following table reconciles the enterprise value to the estimated fair value of Successor Company's common stock as of the Effective Date (in thousands, except per share amounts): Enterprise Value $ 642,999 Plus: Cash and cash equivalents 70,183 Less: Interest bearing liabilities (29,061 ) Less: Fair value of warrants (4,081 ) Fair value of Successor common stock $ 680,040 Shares outstanding at April 28, 2017 20,356 Per share value $ 33.41 The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (in thousands): Enterprise Value $ 642,999 Plus: Cash and cash equivalents 70,183 Plus: Working capital liabilities 63,871 Plus: Other long-term liabilities 17,919 Reorganization value of Successor assets $ 794,972 Successor Condensed Consolidated Balance Sheet The adjustments set forth in the following condensed consolidated balance sheet reflect the effect of the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as estimated fair value adjustments as a result of the adoption of fresh-start accounting (reflected in the column “Fresh-Start Adjustments”). The explanatory notes highlight methods used to determine estimated fair values or other amounts of assets and liabilities, as well as significant assumptions. Predecessor Company Reorganization Adjustments Fresh-Start Adjustments Successor Company (in thousands, except share amounts) ASSETS Current Assets: Cash and cash equivalents $ 96,286 $ (26,103 ) (1) $ — $ 70,183 Accounts receivable: Oil and gas sales 24,876 — — 24,876 Joint interest and other 3,028 — — 3,028 Prepaid expenses and other 4,952 — — 4,952 Inventory of oilfield equipment 4,218 — — 4,218 Total current assets 133,360 (26,103 ) — 107,257 Property and equipment (successful efforts method): Proved properties 2,531,834 — (2,031,373 ) (6) 500,461 Less: accumulated depreciation, depletion and amortization (1,720,736 ) — 1,720,736 (6) — Total proved properties, net 811,098 — (310,637 ) 500,461 Unproved properties 163,781 — 14,679 (6) 178,460 Wells in progress 18,002 — (18,002 ) (7) — Other property and equipment, net 6,056 — — 6,056 Total property and equipment, net 998,937 — (313,960 ) 684,977 Other noncurrent assets 2,738 — — 2,738 Total assets $ 1,135,035 $ (26,103 ) $ (313,960 ) $ 794,972 LIABILITIES AND STOCKHOLDERS'S EQUITY Current liabilities: Accounts payable and accrued expenses $ 72,635 $ (33,701 ) (2) $ — $ 38,934 Oil and gas revenue distribution payable 24,937 — — 24,937 Revolving credit facility - current portion 191,667 (191,667 ) (3) — — Total current liabilities 289,239 (225,368 ) — 63,871 Long-term liabilities: Ad valorem taxes 17,919 — — 17,919 Asset retirement obligations for oil and gas properties 31,660 — (2,599 ) (8) 29,061 Liabilities subject to compromise 873,292 (873,292 ) (4) — — Total liabilities $ 1,212,110 $ (1,098,660 ) $ (2,599 ) $ 110,851 Stockholders' equity: Predecessor preferred stock — — — — Predecessor common stock 49 — (49 ) (9) — Additional paid in capital 816,679 — (816,679 ) (9) — Successor common stock — 204 (5) — 204 Successor warrants — 4,081 (5) — 4,081 Additional paid-in capital — 679,836 (5) — 679,836 Retained deficit (893,803 ) 388,436 (4) 505,367 (10) — Total stockholders' equity (77,075 ) 1,072,557 (311,361 ) 684,121 Total liabilities and stockholders' equity $ 1,135,035 $ (26,103 ) $ (313,960 ) $ 794,972 Reorganization Adjustments (1) The following table reflects the net cash payments made upon emergence on the Effective Date (in thousands): Sources: Proceeds from rights offering $ 200,000 Proceeds from ad hoc equity committee 7,500 Total sources $ 207,500 Uses and transfers: Payment on revolving credit facility (principal, interest and fees) $ (193,729 ) Payment and funding of escrow account related to professional fees (17,193 ) Payment of professional fees and other (13,831 ) Payment of Silo contract settlement and other (7,228 ) Payment of remaining 2016 STIP (1,622 ) Total uses and transfers $ (233,603 ) Total net sources, uses and transfers $ (26,103 ) (2) The following table shows the decrease of accounts payable and accrued liabilities attributable to reorganization items settled or paid upon emergence (in thousands): Accounts payable and accrued expenses: Accrued 2016 STIP payment $ (1,574 ) Escrow account funding (17,193 ) Professional fees and other (13,831 ) Accrued unpaid interest on revolving credit facility (1,103 ) Total accounts payable and accrued expenses settled $ (33,701 ) (3) Represents the payment in full of the predecessor revolving credit facility on the Effective Date. (4) On the Effective Date, the obligations of the Company with respect to the Senior Notes were canceled. Liabilities subject to compromise were settled as follows in accordance with the Plan (in thousands): Senior Notes $ 800,000 Accrued interest on Senior Notes (pre-petition) 14,879 Make-whole payment on Senior Notes 51,185 Silo contract settlement accrual 7,228 Total liabilities subject to compromise of the predecessor 873,292 Rights offering 200,000 Fair value of equity issued to creditors, excluding equity issued to existing equity holders (653,212 ) Payment of Silo contract settlement (7,228 ) Gain on settlement of liabilities subject to compromise 412,852 Payment on revolving credit facility fees and remaining unaccrued 2016 STIP (1,007 ) Total reorganization items at emergence $ 411,845 Issuance of warrants to existing shareholders $ (4,081 ) Proceeds from ad hoc equity committee 7,500 Issuance of shares to existing shareholders (26,828 ) Total reorganization adjustments to retained deficit $ 388,436 (5) Represents the fair value of 20,356,071 shares of new common stock and 1,650,510 warrants issued upon emergence from bankruptcy on the Effective Date. Fresh-Start Adjustments (6) Fair value adjustments to proved and unproved oil and natural gas properties. A combination of the market and income approach were utilized to perform valuations. Included in this line items were adjustments to the fully-owned subsidiary, Rocky Mountain Infrastructure, LLC. Lastly, the accumulated depreciation was reset to zero in accordance with fresh-start accounting. (7) Represents the reset of wells in progress with fair valuation of the associated reserves in proved property. (8) Upon application of fresh-start accounting and due to the Company’s emergence with no debt, the Company revalued its asset retirement obligations based upon comparable companies’ credit-adjusted risk-free rates in accordance with ASC 410 - Asset Retirement and Environmental Obligations. (9) Cancellation of Predecessor Company’s common stock and additional paid-in capital. (10) Adjustment to reset retained deficit to zero. Reorganization Items, Net Reorganization items represent liabilities settled, net of amounts incurred subsequent to the Chapter 11 filing as a direct result of the Plan and are classified as Reorganization items, net in our statements of operations. The following table summarizes reorganization items (in thousands): Fresh-start related: Gain on settlement of liabilities subject to compromise $ 412,852 Payment on revolving credit facility fees and remaining unaccrued 2016 STIP (1,007 ) Fresh-start valuation adjustments (311,361 ) Total fresh-start reorganization items, net $ 100,484 Current predecessor quarter professional fees and other (2,673 ) Current predecessor quarter reorganization items, net 97,811 Prior period reorganization: Legal and professional fees and expenses (31,662 ) Write-off of debt issuance and premium costs (6,156 ) Make-whole payment on Senior Notes (51,185 ) Total prior-period reorganization items, net $ (89,003 ) Total reorganization items, net $ 8,808 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses contain the following (in thousands): Successor Predecessor As of September 30, 2017 As of December 31, 2016 Drilling and completion costs $ 15,100 $ 2,415 Accounts payable trade 7,271 1,140 Accrued general and administrative cost 6,836 17,539 Lease operating expense 3,607 2,895 Accrued interest — 14,209 Silo contract settlement accrual — 7,228 Production and ad valorem taxes and other 18,034 15,902 Total accounts payable and accrued expenses $ 50,848 $ 61,328 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The Company filing for Chapter 11 constituted an event of default with respect to its existing debt obligations. As a result, the Company's Senior Notes and predecessor revolving credit facility became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 filing. On April 28, 2017, upon the Company's emergence from bankruptcy, the Senior Notes were exchanged for new common stock of the reorganized entity. Please refer to Note 3 - Chapter 11 Proceedings and Emergence for additional discussion. Long-term debt consisted of the following (in thousands): Successor Predecessor As of September 30, 2017 As of December 31, 2016 (1) Revolving credit facility $ — $ 191,667 6.75% Senior Notes due 2021 — 500,000 Unamortized premium on 6.75% Senior Notes — 5,165 5.75% Senior Notes due 2023 — 300,000 Less debt issuance costs - Senior Notes — (11,467 ) Total debt, net — 985,365 Less current portion — (985,365 ) Total long-term debt $ — $ — _____________________________________ (1) Due to covenant violations, the Company classified the predecessor revolving credit facility and Senior Notes as current liabilities on the accompanying balance sheets. Predecessor Revolving Credit Facility The borrowing base on the predecessor revolving credit facility at the time the Company entered bankruptcy and throughout the bankruptcy proceedings was $150.0 million . As of December 31, 2016, the Company had $191.7 million outstanding under the predecessor revolving credit facility and had a borrowing base deficiency of $41.7 million , which was required to be paid back in monthly installments, with no available borrowing capacity. The Company filed for bankruptcy on January 4, 2017, granting the Company a stay from making any further deficiency payments. During the bankruptcy proceedings, the Company paid interest on the predecessor revolving credit facility in the normal course. On the Effective Date, the predecessor revolving credit facility was terminated and the outstanding principal balance of $191.7 million , accrued interest of $1.1 million , and fees of $0.9 million were paid in full. The obligations were funded with proceeds from the rights offering. New Revolving Credit Facility On the Effective Date, the Company entered into a new revolving credit facility, as the borrower, with KeyBank National Association, as the administrative agent, and certain lenders party thereto (the “new revolving credit facility”). The new borrowing base of $191.7 million is redetermined semiannually, as early as April and October of each year, with the first redetermination set to occur in April of 2018. The new revolving credit facility matures on March 31, 2021. The Company has yet to draw on the revolving credit facility. The new revolving credit facility restricts, among other items, certain dividend payments, additional indebtedness, asset sales, loans, investments and mergers. The new revolving credit facility also contains certain financial covenants, which require the maintenance of certain financial and leverage ratios, as defined by the revolving credit facility. The new credit facility states that beginning with the fiscal quarter ending September 30, 2017, and each following fiscal quarter through the maturity of the new revolving credit facility, the Company's leverage ratio of indebtedness to EBITDAX is not to exceed 3.50 to 1.00 . Beginning also with the fiscal quarter ending September 30, 2017, and each following fiscal quarter, the Company must maintain a minimum current ratio of 1.00 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00 as of the end of the respective fiscal quarter. The new revolving credit facility also requires the Company maintain a minimum asset coverage ratio of 1.35 to 1.00 as of the fiscal quarters ending September 30, 2017 and December 31, 2017. The minimum asset coverage ratio is only applicable until the first redetermination in April of 2018. As of September 30, 2017, and through the filing date of this report, the Company was in compliance with all of the new revolving credit facility covenants. The new revolving credit facility provides for interest rates plus an applicable margin to be determined based on LIBOR or a base rate, at the Company’s election. LIBOR borrowings bear interest at LIBOR, plus a margin of 3.00% to 4.00% depending on the utilization level, and the base rate borrowings bear interest at the “Bank Prime Rate,” as defined in the new revolving credit facility, plus a margin of 2.00% to 3.00% depending on the utilization level. Senior Unsecured Notes The $500.0 million aggregate principal amount of 6.75% Senior Notes that mature on April 15, 2021 and the $300.0 million aggregate principal amount of 5.75% Senior Notes that mature on February 1, 2023 were unsecured senior obligations. The Senior Notes were included in liabilities subject to compromise on the condensed consolidated balance sheets of the Predecessor Company as of April 28, 2017, as presented in Note 4 - Fresh-Start Accounting, and in current liabilities as of December 31, 2016 within the accompanying balance sheets. On the Effective Date, by operation of the Plan, all outstanding obligations under the Senior Notes were canceled and 9,481,610 shares of the Company's new common stock was issued. Please refer to Note 3 - Chapter 11 Proceedings and Emergence and Note 4 - Fresh-Start Accounting for additional discussion about the Company's emergence from bankruptcy. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is involved in various commercial and regulatory claims, litigation and other legal proceedings that arise in the ordinary course of its business. The Company assesses these claims in an effort to determine the degree of probability and range of possible loss for potential accrual in its condensed consolidated financial statements. In accordance with accounting authoritative guidance, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the most likely anticipated outcome or the minimum amount within a range of possible outcomes. Because legal proceedings are inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about uncertain future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. Other than matters disclosed in the Company's 2016 Annual Report on Form 10-K, no claims have been made, nor is the Company aware of any material uninsured liability which the Company may have, as it relates to any environmental cleanup, restoration or the violation of any rules or regulations. As of the filing date of this report, there were no material pending or overtly threatened legal actions against the Company of which it is aware. As previously described in the Company’s 2016 Annual Report on Form 10-K, the Company and the Colorado Department of Public Health and Environment (“CDPHE”) have discussed settlement terms regarding a compliance advisory issued to the Company for certain storage tank facilities located in the Wattenberg Field with respect to applicable air quality regulations. Effective October 3, 2017, the Company and the CDPHE entered into a compliance order in consent (“COC”) resolving the matters addressed by the compliance advisory. Pursuant to the terms of the COC, the Company paid an administrative penalty of $0.2 million . The COC further sets forth compliance requirements and criteria for continued operations and contains provisions regarding, e.g., record-keeping, modifications to the COC, circumstances under which the COC may terminate with respect to certain wells and facilities, and the sale or transfer of operational or ownership interests. In order to be in compliance, the Company currently anticipates spending $1.7 million in 2017, $1.9 million in 2018, and $3.1 million for 2019 through 2022. The COC can be terminated after four years with a showing of substantial compliance. Commitments Upon emergence from bankruptcy, the new purchase agreement to deliver fixed determinable quantities of crude oil with NGL (the “new NGL agreement”) became effective and the original purchase agreement with NGL was canceled. The terms of the new NGL agreement consists of defined volume commitments over an initial seven-year term. Under terms of the new NGL agreement, the Company will be required to make periodic deficiency payments for any shortfalls in delivering minimum volume commitments, which are set in six-month periods beginning in January 2018. There are no minimum volume commitments for the year ending December 31, 2017. During 2018, the average minimum volume commitment will be approximately 10,100 barrels per day and increases by approximately 41% from 2018 to 2019 and approximately 3% each year for the remainder of the contract, to a maximum of approximately 16,000 barrels per day. The aggregate financial commitment fee over the seven-year term, based on the minimum volume commitment schedule (as defined in the agreement) and the applicable differential fee, is $154.5 million as of September 30, 2017 . Upon notifying NGL at least twelve months prior to the expiration date of the new NGL agreement, the Company may elect to extend the term of the new NGL agreement for up to three additional years. In October 2014, the Company entered into a purchase agreement to deliver fixed determinable quantities of crude oil to Silo. This agreement went into effect during the second quarter of 2015 for 12,580 barrels per day over an initial five-year term. While the volume commitment could be met with Company volumes or third-party volumes, delegated by the Company, the Company was required to make periodic deficiency payments for any shortfalls in delivering the minimum volume commitments. As confirmed in the Plan, the Company terminated its purchase agreement with Silo on February 1, 2017, and entered into a settlement agreement pursuant to which Silo received $21.0 million . Specifically, the settlement allowed Silo to: (i) retain the $5.0 million adequate assurance deposit it maintained; (ii) retain the Company's $8.7 million crude oil revenue receivable due to the Company for December 2016 production; and (iii) receive additional cash payment of $7.2 million , which was paid on the Effective Date. The $21.0 million settlement was expensed during 2016. The Company rejected its Denver office lease, which was confirmed in the Plan. On April 29, 2017, the Company entered into a new office lease agreement to rent office facilities. The lease is non-cancelable and expires in February 2022. The annual minimum commitment payments on the new NGL agreement and the new office lease for the next five years as of September 30, 2017 are presented below (in thousands): NGL Commitments (1) Office Lease Commitments Total 2017 $ — $ 234 $ 234 2018 15,692 1,078 16,770 2019 22,176 1,224 23,400 2020 27,949 1,335 29,284 2021 28,791 1,423 30,214 2022 and thereafter 59,933 240 60,173 Total $ 154,541 $ 5,534 $ 160,075 _______________________________ (1) The above calculation is based on the minimum volume commitment schedule (as defined in the new NGL agreement) and applicable differential fees. There are no purchase commitments post emergence, except for the new NGL agreement, as discussed above. There have been no other material changes from the commitments disclosed in the notes to the Company’s consolidated financial statements included in its 2016 Form 10-K. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Predecessor Long Term Incentive Plan Upon emergence from bankruptcy, the Company's existing restricted stock, performance stock units and LTIP units (“predecessor awards”) were canceled. Stock compensation expense for predecessor awards was $2.1 million , $1.9 million , and $7.2 million for the Current Predecessor Period and the three and nine months ended September 30, 2016, respectively. Compensation expense associated with predecessor awards was recognized as general and administrative expense. 2017 Long Term Incentive Plan Upon emergence from bankruptcy, the Company adopted a new Long Term Incentive Plan and issued new grants to employees consisting of options with a ten -year term and strike price of $34.36 and restricted stock units. These awards vest over a three -year period in equal installments each year from the grant date. See below for further discussion of awards under the LTIP. Restricted Stock Units The new LTIP allows for the issuance of restricted stock units (“RSU”) to employees of the Company at the discretion of the board of directors. Each RSU represents one share of the Company's new common stock to be released from restriction upon completion of the vesting period. The RSUs are valued at the grant date share price and are recognized as general and administrative expense over the vesting period of the award. During June 2017, the Company granted 63,894 RSUs to non-executive members of the board of directors, with a fair value of $2.3 million . This grant is intended to cover a three -year period, and the RSUs will vest in equal installments on each of the first three anniversaries. The vested shares will be released upon the earlier of the third anniversary of the grant date, a change of control or separation from the Company. The Company granted 389,102 RSUs with a fair value $13.4 million during the Current Successor Period. Total expense recorded for RSUs, inclusive of the board of director grants, for the three months ended September 30, 2017 and the Current Successor Period was $1.8 million and $7.1 million , respectively. As of September 30, 2017 , unrecognized compensation cost was $8.0 million and will be amortized through 2020 . A summary of the status and activity of non-vested restricted stock units for the Current Successor Period is presented below: Restricted Stock Units Weighted- Average Grant-Date Fair Value Non-vested at beginning of Current Successor Period — $ — Granted 452,996 $ 34.69 Vested (173,047 ) $ 34.19 Forfeited (15,054 ) $ 34.36 Non-vested at end of Current Successor Period 264,895 $ 34.92 Stock Options The new LTIP allows the issuance of stock options to the Company's employees at the sole discretion of the board of directors. Options expire ten years from the grant date unless otherwise determined by the board of directors. Compensation expense on the stock options are recognized as general and administrative expense over the vesting period of the award. The Company granted 389,102 stock options with a fair value $6.8 million during the Current Successor Period. Total expense recorded for stock options for the three months ended September 30, 2017 and the Current Successor Period was $0.8 million and $3.5 million . As of September 30, 2017 , unrecognized compensation cost was $3.0 million and will be amortized through 2020 . The options were valued using a Black-Scholes Model using the following assumptions: Expected volatility 52.1 % Expected dividends — % Expected term (years) 6.0 Risk-free interest rate 1.96 % Expected volatility is based on an average historical volatility of a peer group selected by management over a period consistent with the expected life assumption on the grant date. The risk-free rate of return is based on the U.S. Treasury constant maturity yield on the grant date with a remaining term equal to the expected term of the awards. The Company’s expected life of stock option awards is derived from the midpoint of the average vesting time and contractual term of the awards. A summary of the status and activity of non-vested stock options for the Current Successor Period is presented below: Stock Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at beginning of Current Successor Period — $ — — $ — Granted 389,102 34.36 — $ — Exercised — — — — Forfeited (152,905 ) 34.36 6.0 $ — Outstanding at end of Current Successor Period 236,197 $ 34.36 6.0 $ — A summary of additional information related to options outstanding as of September 30, 2017 is presented below: Exercise Price Number of Options Outstanding and Exercisable Weighted-Average Remaining Contractual Life (in days) $34.36 35,196 54 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company follows fair value measurement authoritative guidance, which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The authoritative accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Quoted prices are available in active markets for identical assets or liabilities Level 2: Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable Level 3: Significant inputs to the valuation model are unobservable Financial and non-financial assets and liabilities are to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. There were no financial or non-financial assets or liabilities recorded at fair value as of September 30, 2017 . The following table presents the Company’s financial and non-financial assets and liabilities that were accounted for at fair value as of December 31, 2016 and their classification within the fair value hierarchy (in thousands): Predecessor As of December 31, 2016 Level 1 Level 2 Level 3 Unproved properties (1) $ — $ — $ 162,682 Asset retirement obligations (2) $ — $ — $ 3,145 ____________________________ (1) Represents non-financial assets that are measured at fair value on a nonrecurring basis. Please refer to the Unproved Oil and Gas Properties sections below for additional discussion. (2) Represents the revision to estimates of the asset retirement obligation, which is a non-financial liability that is measured at fair value on a nonrecurring basis. Please refer to the Asset Retirement Obligation section below for additional discussion. Proved Oil and Gas Properties Proved oil and gas property costs are evaluated for impairment and reduced to fair value when there is an indication that the carrying costs exceed the sum of the undiscounted cash flows. Depending on the availability of data, the Company uses Level 3 inputs and either the income valuation technique, which converts future amounts to a single present value amount, to measure the fair value of proved properties through an application of risk-adjusted discount rates and price forecasts selected by the Company’s management, or the market valuation approach. The calculation of the risk-adjusted discount rate is a significant management estimate based on the best information available. Management believes that the risk-adjusted discount rate is representative of current market conditions and reflects the following factors: (i) estimates of future cash payments; (ii) expectations of possible variations in the amount and/or timing of cash flows; and (iii) the risk premium and nonperformance risk. The price forecast is based on the Company's internal budgeting model derived from the NYMEX strip pricing, adjusted for management estimates and basis differentials. Future operating costs are also adjusted as deemed appropriate for these estimates. Proved properties classified as held for sale are valued using a market approach, based on an estimated selling price, as evidenced by the most current bid prices received from third parties. If a relevant estimated selling price is not available, the Company utilizes the income valuation technique discussed above. There were no proved property impairments during the nine months ended September 30, 2017. The Company impaired its oil and gas properties in the Mid-Continent region, which had a carrying value of $110.0 million to its fair value of $100.0 million , and recognized an impairment of $10.0 million for the year ended December 31, 2016 . Upon emergence from bankruptcy, the Company valued its proved oil and gas properties at $500.5 million , which has subsequently been depleted. Unproved Oil and Gas Properties Unproved oil and gas property costs are evaluated for impairment and reduced to fair value when there is an indication that the carrying costs may not be fully recoverable. To measure the fair value of unproved properties, the Company uses Level 3 inputs and the income valuation technique, which takes into account the following significant assumptions: future development plans, risk weighted potential resource recovery, remaining lease life and estimated reserve values. There were no unproved oil and gas property impairments during the nine months ended September 30, 2017. The Company impaired non-core acreage in the Wattenberg Field due to leases expiring, which had a carrying value of $187.4 million to their fair value of $162.7 million , and recognized an impairment of unproved properties for the year ended December 31, 2016 of $24.7 million . Upon emergence from bankruptcy, the Company valued its unproved oil and gas properties at $178.5 million , which has subsequently increased due to acquired acreage in the Current Successor Period. Asset Retirement Obligation The Company utilizes the income valuation technique to determine the fair value of the asset retirement obligation liability at the point of inception by applying a credit-adjusted risk-free rate, which takes into account the Company’s credit risk, the time value of money, and the current economic state, to the undiscounted expected abandonment cash flows. Upon completion of wells and natural gas plants, the Company records an asset retirement obligation at fair value using Level 3 assumptions. Given the unobservable nature of the inputs, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. There were no asset retirement obligations measured at fair value as of September 30, 2017 . The Company had $3.1 million of asset retirement obligations recorded at fair value as of December 31, 2016 . Upon emergence from bankruptcy, the Company valued its asset retirement obligations at $29.1 million , which has subsequently been accreted. Long-term Debt Upon emergence from bankruptcy, the Company's Senior Notes were canceled and the predecessor revolving credit facility was paid in full. The fair value of the 6.75% Senior Notes and 5.75% Senior Notes as of December 31, 2016 was $371.9 million and $222.0 million , respectively. The Senior Notes were measured using Level 1 inputs based on a secondary market trading price. The outstanding balance under the predecessor revolving credit facility as of December 31, 2016 was $191.7 million , which approximates fair value as the applicable interest rates are floating. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Asset Retirement Obligation [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | ASSET RETIREMENT OBLIGATIONS The Company recognizes an estimated liability for future costs to abandon its oil and gas properties. The fair value of the asset retirement obligation is recorded as a liability when incurred, which is typically at the time the asset is acquired or placed in service. There is a corresponding increase to the carrying value of the asset which is included in the proved properties line item in the accompanying balance sheets. The Company depletes the amount added to proved properties and recognizes expense in connection with accretion of the discounted liability over the remaining estimated economic lives of the properties. The Company’s estimated asset retirement obligation liability is based on historical experience in abandoning wells, estimated economic lives, estimated costs to abandon the wells and regulatory requirements. The liability is discounted using the credit-adjusted risk-free rate estimated at the time the liability is incurred; the rate ranges from 8% to 18% for the Predecessor Company and is 7.29% for the Successor Company. Upon the Company's emergence from bankruptcy, as discussed in Note 3 - Chapter 11 Proceedings and Emergence and Note 4 - Fresh-Start Accounting , the Company applied fresh-start accounting. This included adjusting the asset retirement obligations based on the estimated fair values at April 28, 2017. The following provides a roll-forward of our asset retirement obligations (in thousands): Beginning balance as of December 31, 2016 (Predecessor) $ 30,833 Liabilities settled (218 ) Accretion expense 1,045 Ending balance as of April 28, 2017 (Predecessor) $ 31,660 Fair value fresh-start adjustment $ (2,599 ) Beginning balance as of April 29, 2017 (Successor) $ 29,061 Liabilities settled (936 ) Accretion expense 848 Ending balance as of September 30, 2017 (Successor) $ 28,973 Revisions to the liability could occur due to changes in the estimated economic lives, abandonment costs of the wells, inflation rates, credit-adjusted risk-free rates, and newly enacted regulatory requirements. |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company enters into commodity derivative contracts to mitigate a portion of its exposure to potentially adverse market changes in commodity prices and the associated impact on cash flows. The Company’s derivatives include oil and gas swap arrangements and cashless collars, none of which qualify as having hedging relationships for accounting purposes. Due to the Company being in default on the predecessor revolving credit facility, all of the Company's previous derivative contracts were terminated during the fourth quarter of 2016 . As of September 30, 2017 , the Company had entered into the following commodity derivative contracts: Crude Oil Natural Gas Bbls/day Weighted Avg. Price per Bbl MMBTU/day Weighted Avg. Price per MMBTU 4Q17 Cashless Collar 2,000 $41.50/$51.00 2,600 $3.00/$3.30 Swap 2,000 $51.86 — — 1Q18 Cashless Collar 2,000 $42.00/$52.50 5,600 $2.75/$3.43 Swap 2,000 $51.61 6,000 $3.36 2Q18 Cashless Collar 2,000 $42.00/$52.50 5,600 $2.75/$3.43 Swap 2,000 $51.61 — — 3Q18 Cashless Collar 2,000 $43.00/$53.50 5,600 $2.75/$3.43 Swap 1,000 $51.15 — — 4Q18 Cashless Collar 2,000 $43.00/$53.50 5,600 $2.75/$3.43 Swap 1,000 $51.15 — — 1Q19 Cashless Collar 2,000 $43.00/$54.53 2,600 $2.75/$3.40 Q219 Cashless Collar 1,330 $44.01/$54.79 857 $2.75/$3.40 Derivative Assets Fair Value The Company’s commodity derivatives are measured at fair value and are included in the accompanying balance sheets as derivative assets and liabilities. The following table contains a summary of all the Company’s derivative positions reported on the accompanying balance sheets as of September 30, 2017 and December 31, 2016 : As of September 30, 2017 As of December 31, 2016 Balance Sheet Location Fair Value Fair Value (in thousands) (in thousands) Derivative Assets: Commodity contracts Current assets $ 48 $ — Commodity contracts Noncurrent assets 6 — Derivative Liabilities: Commodity contracts Current liabilities (2,044 ) — Commodity contracts Long-term liabilities (772 ) — Total derivative liabilities, net $ (2,762 ) $ — The following tables summarizes the components of the derivative gain (loss) presented on the accompanying statements of operations for the periods below (in thousands): Successor Successor Predecessor Predecessor Predecessor Three Months Ended September 30, 2017 April 29, 2017 through September 30, 2017 January 1, 2017 through April 28, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Derivative cash settlement gain: Oil contracts $ — $ — $ — $ 4,348 $ 15,749 Gas contracts — — — — — Total derivative cash settlement gain (1) $ — $ — $ — $ 4,348 $ 15,749 Change in fair value loss $ (2,762 ) $ (2,762 ) $ — $ (2,142 ) $ (27,473 ) Total derivative gain (loss) (1) $ (2,762 ) $ (2,762 ) $ — $ 2,206 $ (11,724 ) _______________________________ (1) Total derivative gain (loss) and total derivative cash settlement gain for the Current Successor Period, Current Predecessor Period and Prior Predecessor Period is reported in the derivative loss line item and derivative cash settlements line item on the accompanying statements of cash flows within cash flows from operating activities. Subsequent to quarter end, the Company entered into a 1,000 barrels per day oil swap contract at $52.77 per barrel for the time period of July 2018 through December 2018. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The Predecessor Company issued shares of restricted stock, which were participating securities, and performance stock units (“PSUs”). The dilutive impact of the restricted stock and PSUs were included in the Current Predecessor Period and the three and nine months ended September 30, 2016. The Successor Company issued restricted stock units which represent the right to receive, upon vesting, one share of the Company's new common stock. The Successor Company issued stock options and warrants, which both represent the right to purchase the Company's new common stock at a specified price. The number of potentially dilutive shares related to the stock options is based on the number of shares, if any, that would be exercised at the end of the respective reporting period, assuming that date was the end of such stock options term. The number of potentially dilutive shares related to the warrants is based on the number of shares, if any, that would be exercisable at the end of the respective reporting period. Please refer to Note 8 - Stock-Based Compensation for additional discussion. The RSUs, stock options and warrants of the Successor Company are all non-participating securities, and therefore, the Company used the treasury stock method to calculate earnings per share as shown in the following table (in thousands, except per share amounts): Successor Successor Three Months Ended September 30, 2017 April 29, 2017 through September 30, 2017 Net income $ 4,328 $ 748 Basic net income per common share $ 0.21 $ 0.04 Diluted net income per common share $ 0.21 $ 0.04 Weighted-average shares outstanding - basic 20,439 20,410 Add: dilutive effect of contingent stock awards 8 28 Weighted-average shares outstanding - diluted 20,447 20,438 There were 628,872 and 628,897 anti-dilutive shares in the three months ended September 30, 2017 and Current Successor Period, respectively. The Predecessor Company issued restricted stock, which are participating securities, and PSUs, and therefore, the Company used the two-class method to calculate earnings per share as shown in the following table (in thousands, except per share amounts): Predecessor January 1, 2017 through April 28, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Net income (loss) $ 2,660 $ (34,902 ) $ (131,616 ) Less: undistributed income to unvested restricted stock 120 — — Undistributed income (loss) to common shareholders 2,540 (34,902 ) (131,616 ) Basic net income (loss) per common share $ 0.05 $ (0.71 ) $ (2.67 ) Diluted net income (loss) per common share $ 0.05 $ (0.71 ) $ (2.67 ) Weighted-average shares outstanding - basic 49,559 49,324 49,244 Add: dilutive effect of contingent stock awards 1,412 — — Weighted-average shares outstanding - diluted 50,971 49,324 49,244 The Company was in a net loss position for the three and nine months ended September 30, 2016, which made any potentially dilutive shares anti-dilutive. There were 258,126 , 425,761 and 569,943 anti-dilutive shares in the Current Predecessor Period and the three and nine months ended September 30, 2016, respectively. The participating shareholders are not contractually obligated to share in the losses of the Company, and therefore, the entire net loss is allocated to the outstanding common shareholders. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company uses the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the tax rate in effect at that time. During the periods presented within this report for 2017 and 2016, the effective tax rate was zero percent. As of December 31, 2015, and thereafter, a full valuation allowance was placed against the net deferred tax assets causing the Company’s current rate to differ from the U.S. statutory income tax rate. As of September 30, 2017 , the Company had no unrecognized tax benefits. The Company’s management does not believe that there are any new items or changes in facts or judgments that would impact the Company's tax position taken thus far in 2017 . As described in Note 3 - Chapter 11 Proceedings and Emergence above, in accordance with the Plan, our Senior Notes were canceled and exchanged for new common stock. Absent an exception, a debtor recognizes cancellation of indebtedness income (“CODI”) upon discharge of its outstanding indebtedness for an amount of consideration that is less than its adjusted issue price. The Internal Revenue Service Code of 1986, as amended (“IRC”), provides that a debtor in a Chapter 11 bankruptcy case may exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of any CODI realized as a result of the consummation of a plan of reorganization. The amount of CODI realized by a taxpayer is determined based on the fair market value of the consideration received by the creditors in settlement of outstanding indebtedness. Upon emergence from Chapter 11 bankruptcy proceedings, the CODI may reduce some or all of the amount of prior tax attributes, which can include net operating losses, capital losses, alternative minimum tax credits and tax basis in assets. The actual reduction in tax attributes does not occur until January 1, 2018. The Company has evaluated the impact of the reorganization, including the change in control, resulting from its emergence from bankruptcy. From an income tax perspective, the most significant impact is attributable to our carryover tax attributes associated with our net operating losses (“NOLs”). On the date of emergence, the estimated NOL was approximately $248.0 million and is forecasted to increase throughout the remainder of 2017. The Company believes that the Successor Company will be able to fully absorb the cancellation of debt income realized by the Predecessor Company in connection with the reorganization with its adjusted NOL carryovers. The amount of the remaining NOL carryovers will be limited under Section 382 of the Internal Revenue Code due to the change in control as referenced in Note 4 - Fresh-Start Accounting . As the tax basis of the Company's assets, primarily our oil and gas properties, is in excess of the carrying value, as adjusted in the fresh-start accounting process, the Successor Company is in a net deferred tax asset position. Per authoritative guidance, historical results along with expected market conditions known on the date of measurement, it is more likely than not that the Company will not realize future income tax benefits from the additional tax basis and its remaining NOL carryovers. This is periodically reassessed and could change. Accordingly, the Company has provided for a full valuation allowance of the underlying deferred tax assets. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Significant Accounting Policies The significant accounting policies followed by the Company were set forth in Note 1 to the 2016 Form 10-K and are supplemented by the notes throughout this report. These unaudited condensed consolidated financial statements should be read in conjunction with the 2016 Form 10-K. BASIS OF PRESENTATION These statements have been prepared in accordance with the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information with the condensed consolidated balance sheets (“balance sheets”) and the condensed consolidated statements of cash flows (“statements of cash flows”) as of and for the period ended December 31, 2016 , being derived from audited financial statements. The quarterly financial statements included herein do not necessarily include all of the disclosures as may be required under generally accepted accounting principles for complete financial statements. Except as disclosed herein, and with the exception of information in this report related to our emergence from Chapter 11 and fresh-start accounting, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “ 2016 Form 10-K”). These consolidated financial statements include all of the adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations. All such adjustments are of a normal recurring nature only. As described below, however, such prior financial statements are not comparable to our interim financial statements due to the adoption of fresh-start accounting. The results of operations for the quarter are not necessarily indicative of the results to be expected for the full fiscal year. The Company evaluated events subsequent to the balance sheet date of September 30, 2017 , and through the filing date of this report. |
Principles of Consolidation | Principles of Consolidation The balance sheets include the accounts of the Company and its wholly owned subsidiaries, Bonanza Creek Energy Operating Company, LLC, Bonanza Creek Energy Resources, LLC, Bonanza Creek Energy Upstream LLC, Bonanza Creek Energy Midstream, LLC, Holmes Eastern Company, LLC and Rocky Mountain Infrastructure, LLC. All significant intercompany accounts and transactions have been eliminated. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Effective January 1, 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ Update ”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting . The objective of this update is to simplify the current guidance for stock compensation. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This update is effective for the annual periods beginning after December 15, 2016, and interim periods within those annual periods. As of January 1, 2017, and thereafter, the Company did not have excess tax benefits associated with its stock compensation, and therefore, there was no tax impact upon adoption of this standard. In addition, the employee taxes paid on the statement of cash flows when shares were withheld for taxes have already been classified as a financing activity, therefore, there was no cash flow statement impact upon adoption of this standard. This standard allowed Company's to elect to account for forfeitures as they occurred or estimate the number of awards that will vest. The Company elected to account for forfeitures as they occur, resulting in a minimal impact upon adoption of this standard. In January 2017, the FASB issued Update No. 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business . This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is to be applied using a prospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company will apply this guidance to any future acquisitions or disposals of assets or business. In February 2017, the FASB issued Update No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . This update is meant to clarify existing guidance and to add guidance for partial sales of nonfinancial assets. This guidance is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance and is effective at the same time as Update 2014-09 , Revenue from Contracts with Customers (Topic 606) , which is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company is currently evaluating the provisions of this guidance and assessing its potential impact on the Company’s financial statements and disclosures. In November 2016, the FASB issued Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . This update clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance is to be applied using a retrospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company has evaluated the provisions of this guidance and has determined that it will not have a material effect on the Company’s financial statements or disclosures. In August 2016, the FASB issued Update No. 2016-15 – Classification of Certain Cash Receipts and Cash Payments , which clarifies the presentation of specific cash receipts and cash payments within the statement of cash flows. This authoritative accounting guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company has evaluated the provisions of this guidance and has determined that it will not have a material effect on the Company’s financial statements or disclosures. In February 2016, the FASB issued Update No. 2016-02 – Leases to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This authoritative guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has begun the identification process of all leases and is evaluating the provisions of this guidance and assessing its impact. In May 2014, the FASB issued Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) for the recognition of revenue from contracts with customers. Several additional related updates have been issued. Based on assessments performed to date, the standard is not expected to have a material effect on the timing of the Company's revenue recognition or its financial position, net income, or cash flows, but is expected to have an impact on the Company's revenue-related disclosures. The Company has assessed all of its revenue contracts and is in the process of implementing appropriate changes to its business processes, systems and controls to support the recognition and disclosure requirements of this guidance. This guidance also includes provisions regarding future revenues and expenses under a gross-versus-net presentation. Currently, the Company presents the majority of its revenues and expenses impacted by this guidance on a net basis. Upon adoption of this guidance, the Company will present its revenues and expenses covered under this guidance on a gross basis. This guidance is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The Company will adopt this guidance on January 1, 2018, using the modified retrospective approach with a cumulative adjustment to retained earnings as necessary. |
Fair Value Measurements | The Company follows fair value measurement authoritative guidance, which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The authoritative accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Quoted prices are available in active markets for identical assets or liabilities Level 2: Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable Level 3: Significant inputs to the valuation model are unobservable Financial and non-financial assets and liabilities are to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. |
FRESH-START ACCOUNTING (Tables)
FRESH-START ACCOUNTING (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Reorganizations [Abstract] | |
Reconciliation of Enterprise Value | The following table reconciles the enterprise value to the estimated fair value of Successor Company's common stock as of the Effective Date (in thousands, except per share amounts): Enterprise Value $ 642,999 Plus: Cash and cash equivalents 70,183 Less: Interest bearing liabilities (29,061 ) Less: Fair value of warrants (4,081 ) Fair value of Successor common stock $ 680,040 Shares outstanding at April 28, 2017 20,356 Per share value $ 33.41 The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (in thousands): Enterprise Value $ 642,999 Plus: Cash and cash equivalents 70,183 Plus: Working capital liabilities 63,871 Plus: Other long-term liabilities 17,919 Reorganization value of Successor assets $ 794,972 |
Successor Condensed Consolidated Balance Sheet | The adjustments set forth in the following condensed consolidated balance sheet reflect the effect of the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as estimated fair value adjustments as a result of the adoption of fresh-start accounting (reflected in the column “Fresh-Start Adjustments”). The explanatory notes highlight methods used to determine estimated fair values or other amounts of assets and liabilities, as well as significant assumptions. Predecessor Company Reorganization Adjustments Fresh-Start Adjustments Successor Company (in thousands, except share amounts) ASSETS Current Assets: Cash and cash equivalents $ 96,286 $ (26,103 ) (1) $ — $ 70,183 Accounts receivable: Oil and gas sales 24,876 — — 24,876 Joint interest and other 3,028 — — 3,028 Prepaid expenses and other 4,952 — — 4,952 Inventory of oilfield equipment 4,218 — — 4,218 Total current assets 133,360 (26,103 ) — 107,257 Property and equipment (successful efforts method): Proved properties 2,531,834 — (2,031,373 ) (6) 500,461 Less: accumulated depreciation, depletion and amortization (1,720,736 ) — 1,720,736 (6) — Total proved properties, net 811,098 — (310,637 ) 500,461 Unproved properties 163,781 — 14,679 (6) 178,460 Wells in progress 18,002 — (18,002 ) (7) — Other property and equipment, net 6,056 — — 6,056 Total property and equipment, net 998,937 — (313,960 ) 684,977 Other noncurrent assets 2,738 — — 2,738 Total assets $ 1,135,035 $ (26,103 ) $ (313,960 ) $ 794,972 LIABILITIES AND STOCKHOLDERS'S EQUITY Current liabilities: Accounts payable and accrued expenses $ 72,635 $ (33,701 ) (2) $ — $ 38,934 Oil and gas revenue distribution payable 24,937 — — 24,937 Revolving credit facility - current portion 191,667 (191,667 ) (3) — — Total current liabilities 289,239 (225,368 ) — 63,871 Long-term liabilities: Ad valorem taxes 17,919 — — 17,919 Asset retirement obligations for oil and gas properties 31,660 — (2,599 ) (8) 29,061 Liabilities subject to compromise 873,292 (873,292 ) (4) — — Total liabilities $ 1,212,110 $ (1,098,660 ) $ (2,599 ) $ 110,851 Stockholders' equity: Predecessor preferred stock — — — — Predecessor common stock 49 — (49 ) (9) — Additional paid in capital 816,679 — (816,679 ) (9) — Successor common stock — 204 (5) — 204 Successor warrants — 4,081 (5) — 4,081 Additional paid-in capital — 679,836 (5) — 679,836 Retained deficit (893,803 ) 388,436 (4) 505,367 (10) — Total stockholders' equity (77,075 ) 1,072,557 (311,361 ) 684,121 Total liabilities and stockholders' equity $ 1,135,035 $ (26,103 ) $ (313,960 ) $ 794,972 |
Schedule of Net Cash Payments Made Upon Emergence | The following table reflects the net cash payments made upon emergence on the Effective Date (in thousands): Sources: Proceeds from rights offering $ 200,000 Proceeds from ad hoc equity committee 7,500 Total sources $ 207,500 Uses and transfers: Payment on revolving credit facility (principal, interest and fees) $ (193,729 ) Payment and funding of escrow account related to professional fees (17,193 ) Payment of professional fees and other (13,831 ) Payment of Silo contract settlement and other (7,228 ) Payment of remaining 2016 STIP (1,622 ) Total uses and transfers $ (233,603 ) Total net sources, uses and transfers $ (26,103 ) |
Schedule of Accounts Payable and Accrued Liabilities Attributable to Reorganization Items | The following table shows the decrease of accounts payable and accrued liabilities attributable to reorganization items settled or paid upon emergence (in thousands): Accounts payable and accrued expenses: Accrued 2016 STIP payment $ (1,574 ) Escrow account funding (17,193 ) Professional fees and other (13,831 ) Accrued unpaid interest on revolving credit facility (1,103 ) Total accounts payable and accrued expenses settled $ (33,701 ) |
Schedule of Liabilities Subject to Compromise | Liabilities subject to compromise were settled as follows in accordance with the Plan (in thousands): Senior Notes $ 800,000 Accrued interest on Senior Notes (pre-petition) 14,879 Make-whole payment on Senior Notes 51,185 Silo contract settlement accrual 7,228 Total liabilities subject to compromise of the predecessor 873,292 Rights offering 200,000 Fair value of equity issued to creditors, excluding equity issued to existing equity holders (653,212 ) Payment of Silo contract settlement (7,228 ) Gain on settlement of liabilities subject to compromise 412,852 Payment on revolving credit facility fees and remaining unaccrued 2016 STIP (1,007 ) Total reorganization items at emergence $ 411,845 Issuance of warrants to existing shareholders $ (4,081 ) Proceeds from ad hoc equity committee 7,500 Issuance of shares to existing shareholders (26,828 ) Total reorganization adjustments to retained deficit $ 388,436 |
Schedule of Reorganization Items | The following table summarizes reorganization items (in thousands): Fresh-start related: Gain on settlement of liabilities subject to compromise $ 412,852 Payment on revolving credit facility fees and remaining unaccrued 2016 STIP (1,007 ) Fresh-start valuation adjustments (311,361 ) Total fresh-start reorganization items, net $ 100,484 Current predecessor quarter professional fees and other (2,673 ) Current predecessor quarter reorganization items, net 97,811 Prior period reorganization: Legal and professional fees and expenses (31,662 ) Write-off of debt issuance and premium costs (6,156 ) Make-whole payment on Senior Notes (51,185 ) Total prior-period reorganization items, net $ (89,003 ) Total reorganization items, net $ 8,808 |
ACCOUNTS PAYABLE AND ACCRUED 23
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses contain the following (in thousands): Successor Predecessor As of September 30, 2017 As of December 31, 2016 Drilling and completion costs $ 15,100 $ 2,415 Accounts payable trade 7,271 1,140 Accrued general and administrative cost 6,836 17,539 Lease operating expense 3,607 2,895 Accrued interest — 14,209 Silo contract settlement accrual — 7,228 Production and ad valorem taxes and other 18,034 15,902 Total accounts payable and accrued expenses $ 50,848 $ 61,328 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in thousands): Successor Predecessor As of September 30, 2017 As of December 31, 2016 (1) Revolving credit facility $ — $ 191,667 6.75% Senior Notes due 2021 — 500,000 Unamortized premium on 6.75% Senior Notes — 5,165 5.75% Senior Notes due 2023 — 300,000 Less debt issuance costs - Senior Notes — (11,467 ) Total debt, net — 985,365 Less current portion — (985,365 ) Total long-term debt $ — $ — _____________________________________ (1) Due to covenant violations, the Company classified the predecessor revolving credit facility and Senior Notes as current liabilities on the accompanying balance sheets. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term Purchase Commitment | The annual minimum commitment payments on the new NGL agreement and the new office lease for the next five years as of September 30, 2017 are presented below (in thousands): NGL Commitments (1) Office Lease Commitments Total 2017 $ — $ 234 $ 234 2018 15,692 1,078 16,770 2019 22,176 1,224 23,400 2020 27,949 1,335 29,284 2021 28,791 1,423 30,214 2022 and thereafter 59,933 240 60,173 Total $ 154,541 $ 5,534 $ 160,075 _______________________________ (1) The above calculation is based on the minimum volume commitment schedule (as defined in the new NGL agreement) and applicable differential fees. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the status and activity of non-vested restricted stock | A summary of the status and activity of non-vested restricted stock units for the Current Successor Period is presented below: Restricted Stock Units Weighted- Average Grant-Date Fair Value Non-vested at beginning of Current Successor Period — $ — Granted 452,996 $ 34.69 Vested (173,047 ) $ 34.19 Forfeited (15,054 ) $ 34.36 Non-vested at end of Current Successor Period 264,895 $ 34.92 |
Schedule of share-based payment award, valuation assumptions | The options were valued using a Black-Scholes Model using the following assumptions: Expected volatility 52.1 % Expected dividends — % Expected term (years) 6.0 Risk-free interest rate 1.96 % |
Summary of the status and activity of non-vested Units | A summary of the status and activity of non-vested stock options for the Current Successor Period is presented below: Stock Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at beginning of Current Successor Period — $ — — $ — Granted 389,102 34.36 — $ — Exercised — — — — Forfeited (152,905 ) 34.36 6.0 $ — Outstanding at end of Current Successor Period 236,197 $ 34.36 6.0 $ — A summary of additional information related to options outstanding as of September 30, 2017 is presented below: Exercise Price Number of Options Outstanding and Exercisable Weighted-Average Remaining Contractual Life (in days) $34.36 35,196 54 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities at fair value on recurring basis | The following table presents the Company’s financial and non-financial assets and liabilities that were accounted for at fair value as of December 31, 2016 and their classification within the fair value hierarchy (in thousands): Predecessor As of December 31, 2016 Level 1 Level 2 Level 3 Unproved properties (1) $ — $ — $ 162,682 Asset retirement obligations (2) $ — $ — $ 3,145 ____________________________ (1) Represents non-financial assets that are measured at fair value on a nonrecurring basis. Please refer to the Unproved Oil and Gas Properties sections below for additional discussion. (2) Represents the revision to estimates of the asset retirement obligation, which is a non-financial liability that is measured at fair value on a nonrecurring basis. Please refer to the Asset Retirement Obligation section below for additional discussion. |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Asset Retirement Obligation [Abstract] | |
Schedule of Asset Retirement Obligations | The following provides a roll-forward of our asset retirement obligations (in thousands): Beginning balance as of December 31, 2016 (Predecessor) $ 30,833 Liabilities settled (218 ) Accretion expense 1,045 Ending balance as of April 28, 2017 (Predecessor) $ 31,660 Fair value fresh-start adjustment $ (2,599 ) Beginning balance as of April 29, 2017 (Successor) $ 29,061 Liabilities settled (936 ) Accretion expense 848 Ending balance as of September 30, 2017 (Successor) $ 28,973 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of commodity derivative contracts | As of September 30, 2017 , the Company had entered into the following commodity derivative contracts: Crude Oil Natural Gas Bbls/day Weighted Avg. Price per Bbl MMBTU/day Weighted Avg. Price per MMBTU 4Q17 Cashless Collar 2,000 $41.50/$51.00 2,600 $3.00/$3.30 Swap 2,000 $51.86 — — 1Q18 Cashless Collar 2,000 $42.00/$52.50 5,600 $2.75/$3.43 Swap 2,000 $51.61 6,000 $3.36 2Q18 Cashless Collar 2,000 $42.00/$52.50 5,600 $2.75/$3.43 Swap 2,000 $51.61 — — 3Q18 Cashless Collar 2,000 $43.00/$53.50 5,600 $2.75/$3.43 Swap 1,000 $51.15 — — 4Q18 Cashless Collar 2,000 $43.00/$53.50 5,600 $2.75/$3.43 Swap 1,000 $51.15 — — 1Q19 Cashless Collar 2,000 $43.00/$54.53 2,600 $2.75/$3.40 Q219 Cashless Collar 1,330 $44.01/$54.79 857 $2.75/$3.40 |
Schedule of derivatives and balance sheet location | The following table contains a summary of all the Company’s derivative positions reported on the accompanying balance sheets as of September 30, 2017 and December 31, 2016 : As of September 30, 2017 As of December 31, 2016 Balance Sheet Location Fair Value Fair Value (in thousands) (in thousands) Derivative Assets: Commodity contracts Current assets $ 48 $ — Commodity contracts Noncurrent assets 6 — Derivative Liabilities: Commodity contracts Current liabilities (2,044 ) — Commodity contracts Long-term liabilities (772 ) — Total derivative liabilities, net $ (2,762 ) $ — |
Summary of the components of the derivative gain (loss) presented on the accompanying statements of operations | The following tables summarizes the components of the derivative gain (loss) presented on the accompanying statements of operations for the periods below (in thousands): Successor Successor Predecessor Predecessor Predecessor Three Months Ended September 30, 2017 April 29, 2017 through September 30, 2017 January 1, 2017 through April 28, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Derivative cash settlement gain: Oil contracts $ — $ — $ — $ 4,348 $ 15,749 Gas contracts — — — — — Total derivative cash settlement gain (1) $ — $ — $ — $ 4,348 $ 15,749 Change in fair value loss $ (2,762 ) $ (2,762 ) $ — $ (2,142 ) $ (27,473 ) Total derivative gain (loss) (1) $ (2,762 ) $ (2,762 ) $ — $ 2,206 $ (11,724 ) _______________________________ (1) Total derivative gain (loss) and total derivative cash settlement gain for the Current Successor Period, Current Predecessor Period and Prior Predecessor Period is reported in the derivative loss line item and derivative cash settlements line item on the accompanying statements of cash flows within cash flows from operating activities. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of earnings per basic and diluted shares from continuing and discontinued operations | The RSUs, stock options and warrants of the Successor Company are all non-participating securities, and therefore, the Company used the treasury stock method to calculate earnings per share as shown in the following table (in thousands, except per share amounts): Successor Successor Three Months Ended September 30, 2017 April 29, 2017 through September 30, 2017 Net income $ 4,328 $ 748 Basic net income per common share $ 0.21 $ 0.04 Diluted net income per common share $ 0.21 $ 0.04 Weighted-average shares outstanding - basic 20,439 20,410 Add: dilutive effect of contingent stock awards 8 28 Weighted-average shares outstanding - diluted 20,447 20,438 The Predecessor Company issued restricted stock, which are participating securities, and PSUs, and therefore, the Company used the two-class method to calculate earnings per share as shown in the following table (in thousands, except per share amounts): Predecessor January 1, 2017 through April 28, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Net income (loss) $ 2,660 $ (34,902 ) $ (131,616 ) Less: undistributed income to unvested restricted stock 120 — — Undistributed income (loss) to common shareholders 2,540 (34,902 ) (131,616 ) Basic net income (loss) per common share $ 0.05 $ (0.71 ) $ (2.67 ) Diluted net income (loss) per common share $ 0.05 $ (0.71 ) $ (2.67 ) Weighted-average shares outstanding - basic 49,559 49,324 49,244 Add: dilutive effect of contingent stock awards 1,412 — — Weighted-average shares outstanding - diluted 50,971 49,324 49,244 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Rocky Mountain Infrastructure, LLC Subsidiary and Mid-Continent Region Assets | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain on termination fee | $ 6 |
Mid-Continent Region | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Impairment of oil and gas properties | $ 10 |
CHAPTER 11 PROCEEDINGS AND EM32
CHAPTER 11 PROCEEDINGS AND EMERGENCE (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 28, 2017 | Apr. 28, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 23, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Fresh-Start Adjustment [Line Items] | |||||||
Holders percentage under settlement agreement | 51.00% | ||||||
Liabilities subject to compromise | $ 800,000 | $ 800,000 | |||||
Accrued and unpaid pre-petition interest | 14,879 | 14,879 | |||||
Prepayment premiums | $ 51,185 | $ 51,185 | |||||
Percentage of shares exchanged | 46.60% | ||||||
Sources of funding | $ 207,500 | ||||||
Silo contract settlement payment | 7,228 | ||||||
Payment and funding of escrow account related to professional fees | 17,193 | ||||||
Payment of professional fees and other | $ 13,831 | ||||||
Reorganization Warrants | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Percentage of shares issued | 7.50% | 7.50% | |||||
Sources of funding | $ 4,081 | ||||||
Warrants issued (in shares) | 1,650,510 | 1,650,510 | |||||
Price per warrant (in dollars per share) | $ 71.23 | $ 71.23 | |||||
Ad Hoc Equity Committee Settlement | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Sources of funding | $ 7,500 | ||||||
Rights Offering | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Shares issued to holders (in shares) | 10,071,378 | 10,071,378 | |||||
Sources of funding | $ 200,000 | ||||||
Common Stock | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Sources of funding | 26,828 | ||||||
Senior Notes | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Contractual interest on senior notes, not recorded in income statement | $ 16,000 | ||||||
Predecessor | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Silo contract settlement payment | 7,200 | ||||||
Payment of professional fees and other | 13,800 | ||||||
Cash and cash equivalents | $ 70,183 | $ 70,183 | $ 80,565 | $ 133,430 | $ 21,341 | ||
Predecessor | LTIP | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Shares reserved for issuance under LTIP (in shares) | 2,467,430 | 2,467,430 | |||||
Predecessor | STIP | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Payment of remaining incentive plan | $ 1,600 | ||||||
Predecessor | Common Stock | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Shares issued to holders (in shares) | 803,083 | 803,083 | |||||
Percentage of shares issued | 3.90% | 3.90% | |||||
Predecessor | Common Stock | Ad Hoc Equity Committee Settlement | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Percentage of shares issued | 1.75% | 1.75% | |||||
Predecessor | Senior Notes | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Liabilities subject to compromise | $ 800,000 | $ 800,000 | |||||
Accrued and unpaid pre-petition interest | 14,900 | 14,900 | |||||
Prepayment premiums | $ 51,200 | $ 51,200 | |||||
Shares issued to holders (in shares) | 9,481,610 | 9,481,610 | |||||
Predecessor | Senior Notes | 5.75% Senior Notes | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Interest rate | 5.75% | 5.75% | |||||
Predecessor | Senior Notes | 6.75% Senior Notes | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Interest rate | 6.75% | 6.75% | |||||
Predecessor | Revolver | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Payment on revolving credit facility (principal, interest and fees) | $ 193,729 | ||||||
Successor | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Term of warrants | 3 years | ||||||
Cash and cash equivalents | $ 70,183 | $ 70,183 | $ 31,096 |
FRESH-START ACCOUNTING - NARRAT
FRESH-START ACCOUNTING - NARRATIVE (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 28, 2017 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||
Percentage of voting shares upon emergence (less than) | 50.00% | |
Fair value of proved reserves | $ 397,300 | |
Fair value of probable reserves | 146,800 | |
Fair value of possible reserves | 31,700 | |
Net asset replacement cost, fair value | $ 103,100 | |
Reorganization Warrants | ||
Debt Instrument [Line Items] | ||
Warrants issued (in shares) | 1,650,510 | |
Successor warrants | $ 4,081 | |
Expected volatility rate | 40.00% | |
Risk-free interest rate | 1.44% | |
Per share value (in dollars per share) | $ 34.36 | |
Price per warrant (in dollars per share) | $ 71.23 | |
Discounted Cash Flow Analysis | ||
Debt Instrument [Line Items] | ||
Risk adjusted after-tax cash flows discount, percent | 11.00% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Enterprise Value | $ 570,000 | |
Maximum | ||
Debt Instrument [Line Items] | ||
Enterprise Value | 680,000 | |
Successor | ||
Debt Instrument [Line Items] | ||
Enterprise Value | 642,999 | |
Asset retirement obligations for oil and gas properties | 29,061 | $ 28,973 |
Successor warrants | $ 4,081 | |
Risk-free interest rate | 7.29% | |
Per share value (in dollars per share) | $ 33.41 | |
Term of warrants | 3 years | |
Successor | Common Stock | ||
Debt Instrument [Line Items] | ||
Shares outstanding (in shares) | 20,356,071 | 20,453,444 |
Successor | Common Stock | Cancellation and Issuance of Equity | ||
Debt Instrument [Line Items] | ||
Shares outstanding (in shares) | 20,356,071 |
FRESH-START ACCOUNTING - ENTERP
FRESH-START ACCOUNTING - ENTERPRISE VALUE TO FAIR VALUE OF STOCK (Details) - Successor - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2017 | Apr. 28, 2017 |
Fresh-Start Adjustment [Line Items] | ||
Enterprise Value | $ 642,999 | |
Plus: Cash and cash equivalents | $ 31,096 | 70,183 |
Less: Interest bearing liabilities | (29,061) | |
Less: Fair value of warrants | (4,081) | |
Fair value of Successor common stock | $ 680,040 | |
Shares outstanding (in shares) | 20,453,444 | 20,356,000 |
Per share value (in dollars per share) | $ 33.41 |
FRESH-START ACCOUNTING - ENTE35
FRESH-START ACCOUNTING - ENTERPRISE VALUE TO REORGANIZATION VALUE (Details) - Successor - USD ($) $ in Thousands | Sep. 30, 2017 | Apr. 28, 2017 |
Fresh-Start Adjustment [Line Items] | ||
Enterprise Value | $ 642,999 | |
Plus: Cash and cash equivalents | $ 31,096 | 70,183 |
Plus: Working capital liabilities | 63,871 | |
Plus: Other long-term liabilities | 17,919 | |
Reorganization value of Successor assets | $ 794,972 |
FRESH-START ACCOUNTING - SUCCES
FRESH-START ACCOUNTING - SUCCESSOR CONDENSED CONSOLIDATED BALANCE SHEET (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Apr. 28, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Long-term liabilities: | |||||
Liabilities subject to compromise | $ 873,292 | ||||
Fresh-Start Adjustments | |||||
Current Assets: | |||||
Cash and cash equivalents | 0 | ||||
Accounts receivable: | |||||
Oil and gas sales | 0 | ||||
Joint interest and other | 0 | ||||
Prepaid expenses and other | 0 | ||||
Inventory of oilfield equipment | 0 | ||||
Total current assets | 0 | ||||
Property and equipment (successful efforts method): | |||||
Proved properties | (2,031,373) | ||||
Less: accumulated depreciation, depletion and amortization | 1,720,736 | ||||
Total proved properties, net | (310,637) | ||||
Unproved properties | 14,679 | ||||
Wells in progress | (18,002) | ||||
Other property and equipment, net | 0 | ||||
Total property and equipment, net | (313,960) | ||||
Other noncurrent assets | 0 | ||||
Total assets | (313,960) | ||||
Current liabilities: | |||||
Accounts payable and accrued expenses | 0 | ||||
Oil and gas revenue distribution payable | 0 | ||||
Revolving credit facility - current portion | 0 | ||||
Total current liabilities | 0 | ||||
Long-term liabilities: | |||||
Ad valorem taxes | 0 | ||||
Asset retirement obligations for oil and gas properties | (2,599) | ||||
Liabilities subject to compromise | 0 | ||||
Total liabilities | (2,599) | ||||
Stockholders' equity: | |||||
Predecessor preferred stock | 0 | ||||
Common stock | (49) | ||||
Additional paid-in capital | (816,679) | ||||
Retained deficit | 505,367 | ||||
Total stockholders’ equity | (311,361) | ||||
Total liabilities and stockholders’ equity | (313,960) | ||||
Predecessor | |||||
Current Assets: | |||||
Cash and cash equivalents | 96,286 | ||||
Cash and cash equivalents | 70,183 | $ 80,565 | $ 133,430 | $ 21,341 | |
Accounts receivable: | |||||
Oil and gas sales | 24,876 | 14,479 | |||
Joint interest and other | 3,028 | 6,784 | |||
Prepaid expenses and other | 4,952 | 5,915 | |||
Inventory of oilfield equipment | 4,218 | 4,685 | |||
Total current assets | 133,360 | 112,428 | |||
Property and equipment (successful efforts method): | |||||
Proved properties | 2,531,834 | 2,525,587 | |||
Less: accumulated depreciation, depletion and amortization | (1,720,736) | (1,694,483) | |||
Total proved properties, net | 811,098 | 831,104 | |||
Unproved properties | 163,781 | 163,369 | |||
Wells in progress | 18,002 | 18,250 | |||
Other property and equipment, net | 6,056 | 6,245 | |||
Total property and equipment, net | 998,937 | 1,018,968 | |||
Other noncurrent assets | 2,738 | 3,082 | |||
Total assets | 1,135,035 | 1,134,478 | |||
Current liabilities: | |||||
Accounts payable and accrued expenses | 72,635 | 61,328 | |||
Oil and gas revenue distribution payable | 24,937 | 23,773 | |||
Revolving credit facility - current portion | 191,667 | 191,667 | |||
Total current liabilities | 289,239 | 1,070,466 | |||
Long-term liabilities: | |||||
Ad valorem taxes | 17,919 | 14,118 | |||
Asset retirement obligations for oil and gas properties | 31,660 | 30,833 | |||
Liabilities subject to compromise | 873,292 | ||||
Total liabilities | 1,212,110 | 1,115,417 | |||
Stockholders' equity: | |||||
Predecessor preferred stock | 0 | 0 | |||
Common stock | 49 | 49 | |||
Additional paid-in capital | 816,679 | 814,990 | |||
Retained deficit | (893,803) | (795,978) | |||
Total stockholders’ equity | (77,075) | 19,061 | |||
Total liabilities and stockholders’ equity | 1,135,035 | $ 1,134,478 | |||
Reorganization Adjustments | |||||
Current Assets: | |||||
Cash and cash equivalents | (26,103) | ||||
Accounts receivable: | |||||
Oil and gas sales | 0 | ||||
Joint interest and other | 0 | ||||
Prepaid expenses and other | 0 | ||||
Inventory of oilfield equipment | 0 | ||||
Total current assets | (26,103) | ||||
Property and equipment (successful efforts method): | |||||
Proved properties | 0 | ||||
Less: accumulated depreciation, depletion and amortization | 0 | ||||
Total proved properties, net | 0 | ||||
Unproved properties | 0 | ||||
Wells in progress | 0 | ||||
Other property and equipment, net | 0 | ||||
Total property and equipment, net | 0 | ||||
Other noncurrent assets | 0 | ||||
Total assets | (26,103) | ||||
Current liabilities: | |||||
Accounts payable and accrued expenses | (33,701) | ||||
Oil and gas revenue distribution payable | 0 | ||||
Revolving credit facility - current portion | (191,667) | ||||
Total current liabilities | (225,368) | ||||
Long-term liabilities: | |||||
Ad valorem taxes | 0 | ||||
Asset retirement obligations for oil and gas properties | 0 | ||||
Liabilities subject to compromise | (873,292) | ||||
Total liabilities | (1,098,660) | ||||
Stockholders' equity: | |||||
Common stock | 204 | ||||
Successor warrants | 4,081 | ||||
Additional paid-in capital | 679,836 | ||||
Retained deficit | 388,436 | ||||
Total stockholders’ equity | 1,072,557 | ||||
Total liabilities and stockholders’ equity | (26,103) | ||||
Successor | |||||
Current Assets: | |||||
Cash and cash equivalents | $ 31,096 | 70,183 | |||
Accounts receivable: | |||||
Oil and gas sales | 25,443 | 24,876 | |||
Joint interest and other | 4,488 | 3,028 | |||
Prepaid expenses and other | 5,032 | 4,952 | |||
Inventory of oilfield equipment | 3,270 | 4,218 | |||
Total current assets | 69,377 | 107,257 | |||
Property and equipment (successful efforts method): | |||||
Proved properties | 508,955 | 500,461 | |||
Less: accumulated depreciation, depletion and amortization | (10,771) | 0 | |||
Total proved properties, net | 498,184 | 500,461 | |||
Unproved properties | 183,534 | 178,460 | |||
Wells in progress | 44,049 | 0 | |||
Other property and equipment, net | 6,163 | 6,056 | |||
Total property and equipment, net | 731,930 | 684,977 | |||
Other noncurrent assets | 2,750 | 2,738 | |||
Total assets | 804,063 | 794,972 | |||
Current liabilities: | |||||
Accounts payable and accrued expenses | 50,848 | 38,934 | |||
Oil and gas revenue distribution payable | 19,828 | 24,937 | |||
Revolving credit facility - current portion | 0 | 0 | |||
Total current liabilities | 72,720 | 63,871 | |||
Long-term liabilities: | |||||
Ad valorem taxes | 8,531 | 17,919 | |||
Asset retirement obligations for oil and gas properties | 28,973 | 29,061 | |||
Liabilities subject to compromise | 0 | ||||
Total liabilities | 110,996 | 110,851 | |||
Stockholders' equity: | |||||
Predecessor preferred stock | 0 | ||||
Common stock | 4,286 | 204 | |||
Successor warrants | 4,081 | ||||
Additional paid-in capital | 688,033 | 679,836 | |||
Retained deficit | 748 | 0 | |||
Total stockholders’ equity | 693,067 | 684,121 | |||
Total liabilities and stockholders’ equity | $ 804,063 | $ 794,972 |
FRESH-START ACCOUNTING - SOURCE
FRESH-START ACCOUNTING - SOURCES, USES, AND TRANSFERS OF CASH (Details) $ in Thousands | Apr. 28, 2017USD ($) |
Sources: | |
Sources of funding | $ 207,500 |
Uses and transfers: | |
Payment and funding of escrow account related to professional fees | (17,193) |
Payment of professional fees and other | (13,831) |
Payment of Silo contract settlement and other | (7,228) |
Payment of remaining 2016 STIP | (1,622) |
Total uses and transfers | (233,603) |
Total net sources, uses and transfers | (26,103) |
Predecessor | |
Uses and transfers: | |
Payment of professional fees and other | (13,800) |
Payment of Silo contract settlement and other | (7,200) |
Predecessor | Revolver | |
Uses and transfers: | |
Payment on revolving credit facility (principal, interest and fees) | (193,729) |
Rights Offering | |
Sources: | |
Sources of funding | 200,000 |
Ad Hoc Equity Committee Settlement | |
Sources: | |
Sources of funding | $ 7,500 |
FRESH-START ACCOUNTING - ACCOUN
FRESH-START ACCOUNTING - ACCOUNTS PAYABLE AND ACCRUED EXPENSES SETTLED (Details) $ in Thousands | Apr. 28, 2017USD ($) |
Accounts payable and accrued expenses: | |
Accrued 2016 STIP payment | $ (1,574) |
Escrow account funding | (17,193) |
Professional fees and other | (13,831) |
Accrued unpaid interest on revolving credit facility | (1,103) |
Total accounts payable and accrued expenses settled | $ (33,701) |
FRESH-START ACCOUNTING - LIABIL
FRESH-START ACCOUNTING - LIABILITIES SUBJECT TO COMPROMISE (Details) $ in Thousands | Apr. 28, 2017USD ($) |
Liabilities Subject to Compromise [Abstract] | |
Senior Notes | $ 800,000 |
Accrued interest on Senior Notes (pre-petition) | 14,879 |
Make-whole payment on Senior Notes | 51,185 |
Silo contract settlement accrual | 7,228 |
Total liabilities subject to compromise of the predecessor | 873,292 |
Fresh-Start Adjustment [Line Items] | |
Sources of funding | (207,500) |
Fair value of equity issued to creditors, excluding equity issued to existing equity holders | (653,212) |
Payment of Silo contract settlement | (7,228) |
Gain on settlement of liabilities subject to compromise | 412,852 |
Payment on revolving credit facility fees and remaining unaccrued 2016 STIP | (1,007) |
Total reorganization items at emergence | 411,845 |
Total reorganization adjustments to retained deficit | 388,436 |
Common Stock | |
Fresh-Start Adjustment [Line Items] | |
Sources of funding | (26,828) |
Reorganization Warrants | |
Fresh-Start Adjustment [Line Items] | |
Sources of funding | (4,081) |
Rights Offering | |
Fresh-Start Adjustment [Line Items] | |
Sources of funding | (200,000) |
Ad Hoc Equity Committee Settlement | |
Fresh-Start Adjustment [Line Items] | |
Sources of funding | $ (7,500) |
FRESH-START ACCOUNTING - REORGA
FRESH-START ACCOUNTING - REORGANIZATION ITEMS (Details) $ in Thousands | Apr. 28, 2017USD ($) |
Reorganizations [Abstract] | |
Gain on settlement of liabilities subject to compromise | $ 412,852 |
Payment on revolving credit facility fees and remaining unaccrued 2016 STIP | (1,007) |
Fresh-start valuation adjustments | (311,361) |
Total fresh-start reorganization items, net | 100,484 |
Current predecessor quarter professional fees and other | (2,673) |
Current predecessor quarter reorganization items, net | 97,811 |
Legal and professional fees and expenses | (31,662) |
Write-off of debt issuance and premium costs | (6,156) |
Make-whole payment on Senior Notes | (51,185) |
Total prior-period reorganization items, net | (89,003) |
Total reorganization items, net | $ 8,808 |
ACCOUNTS PAYABLE AND ACCRUED 41
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Apr. 28, 2017 | Dec. 31, 2016 |
Successor | |||
Accounts payable and accrued expenses contain the following: | |||
Drilling and completion costs | $ 15,100 | ||
Accounts payable trade | 7,271 | ||
Accrued general and administrative cost | 6,836 | ||
Lease operating expense | 3,607 | ||
Accrued interest | 0 | ||
Silo contract settlement accrual | 0 | ||
Production and ad valorem taxes and other | 18,034 | ||
Total accounts payable and accrued expenses | $ 50,848 | $ 38,934 | |
Predecessor | |||
Accounts payable and accrued expenses contain the following: | |||
Drilling and completion costs | $ 2,415 | ||
Accounts payable trade | 1,140 | ||
Accrued general and administrative cost | 17,539 | ||
Lease operating expense | 2,895 | ||
Accrued interest | 14,209 | ||
Silo contract settlement accrual | 7,228 | ||
Production and ad valorem taxes and other | 15,902 | ||
Total accounts payable and accrued expenses | $ 72,635 | $ 61,328 |
LONG-TERM DEBT - SCHEDULE OF DE
LONG-TERM DEBT - SCHEDULE OF DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 23, 2016 |
Successor | |||
Debt Instrument [Line Items] | |||
Total debt, net | $ 0 | ||
Less current portion | 0 | ||
Total long-term debt | 0 | ||
Successor | Senior Notes | |||
Debt Instrument [Line Items] | |||
Less debt issuance costs - Senior Notes | 0 | ||
Successor | Senior Notes | 6.75% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long term debt - gross | 0 | ||
Unamortized premium | 0 | ||
Successor | Senior Notes | 5.75% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long term debt - gross | 0 | ||
Successor | Revolver | |||
Debt Instrument [Line Items] | |||
Long term debt - gross | $ 0 | ||
Predecessor | |||
Debt Instrument [Line Items] | |||
Total debt, net | $ 985,365 | ||
Less current portion | (985,365) | ||
Total long-term debt | 0 | ||
Predecessor | Senior Notes | |||
Debt Instrument [Line Items] | |||
Less debt issuance costs - Senior Notes | (11,467) | ||
Predecessor | Senior Notes | 6.75% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long term debt - gross | 500,000 | ||
Unamortized premium | $ 5,165 | ||
Interest rate | 6.75% | 6.75% | |
Predecessor | Senior Notes | 5.75% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long term debt - gross | $ 300,000 | ||
Interest rate | 5.75% | 5.75% | |
Predecessor | Revolver | |||
Debt Instrument [Line Items] | |||
Long term debt - gross | $ 191,667 | ||
Total debt, net | $ 191,700 |
LONG-TERM DEBT - NARRATIVE (Det
LONG-TERM DEBT - NARRATIVE (Details) | Apr. 28, 2017USD ($)shares | Sep. 30, 2017 | Dec. 31, 2016USD ($) | Dec. 23, 2016 |
Minimum | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.00% | |||
Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.00% | |||
Maximum | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 4.00% | |||
Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.00% | |||
Revolver | ||||
Debt Instrument [Line Items] | ||||
Maximum senior secured debt to trailing twelve month EBITDAX covenant | 3.50 | |||
Minimum current ratio covenant | 1 | |||
Minimum trailing twelve month interest to trailing twelve month EBITDAX coverage covenant | 2.50 | |||
Minimum asset coverage ratio | 1.35 | |||
Predecessor | ||||
Debt Instrument [Line Items] | ||||
Outstanding amount | $ 191,667,000 | $ 191,667,000 | ||
Long-term debt | 985,365,000 | |||
Predecessor | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Shares issued to holders (in shares) | shares | 9,481,610 | |||
Predecessor | Senior Notes | 6.75% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Amount of notes issued | $ 500,000,000 | |||
Interest rate | 6.75% | 6.75% | ||
Predecessor | Senior Notes | 5.75% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Amount of notes issued | $ 300,000,000 | |||
Interest rate | 5.75% | 5.75% | ||
Predecessor | Revolver | ||||
Debt Instrument [Line Items] | ||||
Borrowing base amount | $ 150,000,000 | |||
Outstanding amount | $ 191,700,000 | |||
Borrowing base deficiency | 41,700,000 | |||
Principal payment | 191,700,000 | |||
Interest paid | 1,100,000 | |||
Fees paid | $ 900,000 | |||
Long-term debt | $ 191,700,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - NARRATIVE (Details) $ in Thousands | Oct. 03, 2017USD ($) | Jun. 30, 2015bbl | Sep. 30, 2017USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018bbl | Dec. 31, 2017bbl | Apr. 28, 2017USD ($) | Mar. 14, 2017USD ($) |
Long-term Purchase Commitment [Line Items] | ||||||||||||
2,017 | $ 234 | |||||||||||
2,018 | $ 16,770 | |||||||||||
Purchase commitment, volume required (in bbl) | bbl | 12,580 | |||||||||||
Financial commitment term | 7 years | |||||||||||
Optional extended term | 3 years | |||||||||||
Minimum differential fee | $ 160,075 | |||||||||||
Silo contract settlement accrual | $ 7,228 | |||||||||||
Crude Oil | ||||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||||
Financial commitment term | 5 years | |||||||||||
Minimum differential fee | $ 154,500 | |||||||||||
Amount paid to settle claims | $ 21,000 | |||||||||||
Scenario, Forecast | Crude Oil | ||||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||||
Purchase commitment, volume required (in bbl) | bbl | 10,100 | 0 | ||||||||||
Purchase commitment, volume required annual increase | 3.00% | 3.00% | 3.00% | 3.00% | 41.00% | |||||||
Maximum volume requirement | bbl | 16,000 | |||||||||||
Assurance Deposit | Crude Oil | ||||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||||
Amount paid to settle claims | 5,000 | |||||||||||
Oil And Gas Revenue Receivable | Crude Oil | ||||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||||
Amount paid to settle claims | $ 8,700 | |||||||||||
CDPHE | Subsequent Event | ||||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||||
Administrative penalty paid | $ 200 | |||||||||||
2,017 | 1,700 | |||||||||||
2,018 | 1,900 | |||||||||||
2019 through 2022 | $ 3,100 | |||||||||||
Financial commitment term | 4 years |
COMMITMENTS AND CONTINGENCIES45
COMMITMENTS AND CONTINGENCIES - NGL PURCHASE AGREEMENT (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2,017 | $ 234 |
2,018 | 16,770 |
2,019 | 23,400 |
2,020 | 29,284 |
2,021 | 30,214 |
2022 and thereafter | 60,173 |
Total | 160,075 |
Office Lease Commitments | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2,017 | 234 |
2,018 | 1,078 |
2,019 | 1,224 |
2,020 | 1,335 |
2,021 | 1,423 |
2022 and thereafter | 240 |
Total | 5,534 |
NGL Commitments | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2,017 | 0 |
2,018 | 15,692 |
2,019 | 22,176 |
2,020 | 27,949 |
2,021 | 28,791 |
2022 and thereafter | 59,933 |
Total | $ 154,541 |
STOCK-BASED COMPENSATION - NARR
STOCK-BASED COMPENSATION - NARRATIVE (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
LTIP | Restricted shares | |||||||
STOCK-BASED COMPENSATION | |||||||
Stock compensation expense | $ 1,800,000 | $ 7,100,000 | |||||
Vesting portion of shares | 33.30% | ||||||
LTIP | Restricted shares | Non-executive Board Members | |||||||
STOCK-BASED COMPENSATION | |||||||
Vesting period | 3 years | ||||||
Restricted stock granted (in shares) | 63,894 | 389,102 | |||||
Fair value of restricted stock granted | $ 2,300,000 | $ 13,400,000 | |||||
Unrecognized compensation cost, RSUs | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | ||||
LTIP | Employee Stock Option | |||||||
STOCK-BASED COMPENSATION | |||||||
Vesting period | 10 years | ||||||
Exercise price (in dollars per share) | $ 34.36 | $ 34.36 | $ 34.36 | ||||
Unrecognized compensation cost, options | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||
Predecessor | |||||||
STOCK-BASED COMPENSATION | |||||||
Stock compensation expense | $ 1,863,000 | $ 2,116,000 | $ 10,595,000 | $ 7,249,000 | |||
Successor | |||||||
STOCK-BASED COMPENSATION | |||||||
Stock compensation expense | 2,646,000 | ||||||
Successor | LTIP | Restricted shares | |||||||
STOCK-BASED COMPENSATION | |||||||
Restricted stock granted (in shares) | 452,996 | ||||||
Successor | LTIP | Employee Stock Option | |||||||
STOCK-BASED COMPENSATION | |||||||
Options granted, fair value | $ 6,800,000 | ||||||
Stock compensation expense | $ 800,000 | $ 3,500,000 |
STOCK-BASED COMPENSATION - ACTI
STOCK-BASED COMPENSATION - ACTIVITY OF NON-VESTED RESTRICTED STOCK (Details) - Successor - LTIP - Restricted shares | 5 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Restricted Stock | |
Non-vested at beginning of year (in shares) | shares | 0 |
Granted (in shares) | shares | 452,996 |
Vested (in shares) | shares | (173,047) |
Forfeited (in shares) | shares | (15,054) |
Non-vested at end of year (in shares) | shares | 264,895 |
Weighted-Average Grant-Date Fair Value | |
Non-vested at beginning of year (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 34.69 |
Vested (in dollars per share) | $ / shares | 34.19 |
Forfeited (in dollars per share) | $ / shares | 34.36 |
Non-vested at end of year (in dollars per share) | $ / shares | $ 34.92 |
STOCK-BASED COMPENSATION - VALU
STOCK-BASED COMPENSATION - VALUATION ASSUMPTIONS (Details) - Successor - LTIP - Employee Stock Option | 5 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 52.10% |
Expected dividends | 0.00% |
Expected term (years) | 6 years |
Risk-free interest rate | 1.96% |
STOCK-BASED COMPENSATION - AC49
STOCK-BASED COMPENSATION - ACTIVITY OF STOCK OPTIONS (Details) - LTIP - Employee Stock Option - USD ($) | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Apr. 28, 2017 | |
Weighted-Average Remaining Contractual Term (in years) | |||
Exercise Price (in dollars per share) | $ 34.36 | $ 34.36 | |
Number of Options Outstanding and Exercisable (in shares) | 35,196 | 35,196 | |
Weighted-Average Remaining Contractual Life (in days) | 54 days | ||
Successor | |||
Stock Options | |||
Outstanding at beginning of period (shares) | 0 | ||
Granted (shares) | 389,102 | ||
Exercised (shares) | 0 | ||
Forfeited (shares) | (152,905) | ||
Outstanding at end of period (shares) | 236,197 | 236,197 | |
Weighted- Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 34.36 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 34.36 | ||
Outstanding at end of period (in dollars per share) | $ 34.36 | $ 34.36 | |
Weighted-Average Remaining Contractual Term (in years) | |||
Forfeited (in years) | 6 years | ||
Weighted Average Remaining Contractual Term (in years) | 6 years | ||
Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - HIERA
FAIR VALUE MEASUREMENTS - HIERARCHY (Details) - Predecessor - USD ($) $ in Thousands | Apr. 28, 2017 | Dec. 31, 2016 |
Financial assets and liabilities accounted for at fair value | ||
Unproved properties | $ 163,781 | $ 163,369 |
Level 1 | ||
Financial assets and liabilities accounted for at fair value | ||
Unproved properties | 0 | |
Asset retirement obligations for oil and gas properties | 0 | |
Level 2 | ||
Financial assets and liabilities accounted for at fair value | ||
Unproved properties | 0 | |
Asset retirement obligations for oil and gas properties | 0 | |
Level 3 | ||
Financial assets and liabilities accounted for at fair value | ||
Unproved properties | 162,682 | |
Asset retirement obligations for oil and gas properties | $ 3,145 |
FAIR VALUE MEASUREMENTS - NARRA
FAIR VALUE MEASUREMENTS - NARRATIVE (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 23, 2016 | |
Mid-Continent Region | ||||||||
Derivatives measured at fair value | ||||||||
Write-down to fair value | $ 0 | |||||||
Predecessor | ||||||||
Derivatives measured at fair value | ||||||||
Proved properties | $ 2,531,834,000 | $ 2,525,587,000 | ||||||
Unproved oil and gas property impairments | $ 7,682,000 | 0 | $ 24,463,000 | |||||
Unproved properties | 163,781,000 | 163,369,000 | ||||||
Asset retirement obligations for oil and gas properties | 31,660,000 | 30,833,000 | ||||||
Outstanding amount | 985,365,000 | |||||||
Predecessor | Revolver | ||||||||
Derivatives measured at fair value | ||||||||
Outstanding amount | $ 191,700,000 | |||||||
Predecessor | Senior Notes | 6.75% Senior Notes | ||||||||
Derivatives measured at fair value | ||||||||
Interest rate | 6.75% | 6.75% | ||||||
Predecessor | Senior Notes | 5.75% Senior Notes | ||||||||
Derivatives measured at fair value | ||||||||
Interest rate | 5.75% | 5.75% | ||||||
Predecessor | Level 3 | ||||||||
Derivatives measured at fair value | ||||||||
Unproved properties | $ 162,682,000 | |||||||
Predecessor | Estimate of Fair Value Measurement | Senior Notes | 6.75% Senior Notes | ||||||||
Derivatives measured at fair value | ||||||||
Fair value of senior notes | 371,900,000 | |||||||
Predecessor | Estimate of Fair Value Measurement | Senior Notes | 5.75% Senior Notes | ||||||||
Derivatives measured at fair value | ||||||||
Fair value of senior notes | 222,000,000 | |||||||
Predecessor | Estimate of Fair Value Measurement | Level 3 | ||||||||
Derivatives measured at fair value | ||||||||
Asset retirement obligations for oil and gas properties | 3,100,000 | |||||||
Predecessor | Mid-Continent Region | ||||||||
Derivatives measured at fair value | ||||||||
Write-down to fair value | 10,000,000 | |||||||
Proved properties | 110,000,000 | |||||||
Predecessor | Mid-Continent Region | Estimate of Fair Value Measurement | Level 3 | ||||||||
Derivatives measured at fair value | ||||||||
Proved properties | 100,000,000 | |||||||
Predecessor | Wattenberg Field | ||||||||
Derivatives measured at fair value | ||||||||
Unproved oil and gas property impairments | 24,700,000 | |||||||
Unproved properties | 187,400,000 | |||||||
Predecessor | Wattenberg Field | Estimate of Fair Value Measurement | Level 3 | ||||||||
Derivatives measured at fair value | ||||||||
Unproved properties | $ 162,700,000 | |||||||
Successor | ||||||||
Derivatives measured at fair value | ||||||||
Proved properties | $ 508,955,000 | 500,461,000 | $ 508,955,000 | 508,955,000 | ||||
Unproved oil and gas property impairments | 0 | 0 | 0 | |||||
Unproved properties | 183,534,000 | 178,460,000 | 183,534,000 | 183,534,000 | ||||
Asset retirement obligations for oil and gas properties | 28,973,000 | $ 29,061,000 | 28,973,000 | 28,973,000 | ||||
Outstanding amount | 0 | 0 | 0 | |||||
Successor | Estimate of Fair Value Measurement | Level 3 | ||||||||
Derivatives measured at fair value | ||||||||
Asset retirement obligations for oil and gas properties | $ 0 | $ 0 | $ 0 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands | 4 Months Ended | 5 Months Ended |
Apr. 28, 2017 | Sep. 30, 2017 | |
Fresh-Start Adjustments | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ (2,599) | |
Balance at end of period | $ (2,599) | |
Predecessor | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | 30,833 | $ 31,660 |
Liabilities settled | (218) | |
Accretion expense | 1,045 | |
Balance at end of period | 31,660 | |
Successor | ||
Restructuring Cost and Reserve [Line Items] | ||
Credit adjusted risk-free discount rate | 7.29% | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 29,061 | |
Liabilities settled | (936) | |
Accretion expense | 848 | |
Balance at end of period | $ 29,061 | $ 28,973 |
Minimum | Predecessor | ||
Restructuring Cost and Reserve [Line Items] | ||
Credit adjusted risk-free discount rate | 8.00% | |
Maximum | Predecessor | ||
Restructuring Cost and Reserve [Line Items] | ||
Credit adjusted risk-free discount rate | 18.00% |
DERIVATIVES - NARRATIVE (Detail
DERIVATIVES - NARRATIVE (Details) | 6 Months Ended | |
Dec. 31, 2018$ / bblbbl | Sep. 30, 2017derivative | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Number of derivative instruments qualified as hedging | derivative | 0 | |
Crude Oil | Scenario, Forecast | Swap | ||
Derivative [Line Items] | ||
Crude Oil, notional amount (in barrels per day) | bbl | 1,000 | |
Weighted Average Price (in dollars per barrel) | $ / bbl | 52.77 |
DERIVATIVES - COMMODITY DERIVAT
DERIVATIVES - COMMODITY DERIVATIVE CONTRACTS (Details) - Scenario, Forecast | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019MMBTU$ / bblbbl | Mar. 31, 2019MMBTU$ / bblbbl | Dec. 31, 2018MMBTU$ / MMBTU$ / bblbbl | Sep. 30, 2018MMBTU$ / MMBTU$ / bblbbl | Jun. 30, 2018MMBTU$ / MMBTU$ / bblbbl | Mar. 31, 2018MMBTU$ / MMBTU$ / bblbbl | Dec. 31, 2017MMBTU$ / MMBTU$ / bblbbl | |
Crude Oil | Cashless Collar | |||||||
Derivative [Line Items] | |||||||
Crude Oil, notional amount (in barrels per day) | bbl | 1,330 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 |
Crude Oil | Cashless Collar | Minimum | |||||||
Derivative [Line Items] | |||||||
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | 44.01 | 43 | 43 | 43 | 42 | 42 | 41.50 |
Crude Oil | Cashless Collar | Maximum | |||||||
Derivative [Line Items] | |||||||
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | 54.79 | 54.53 | 53.50 | 53.50 | 52.50 | 52.50 | 51 |
Crude Oil | Swap | |||||||
Derivative [Line Items] | |||||||
Crude Oil, notional amount (in barrels per day) | bbl | 1,000 | 1,000 | 2,000 | 2,000 | 2,000 | ||
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | 51.15 | 51.15 | 51.61 | 51.61 | 51.86 | ||
Natural Gas | Cashless Collar | |||||||
Derivative [Line Items] | |||||||
Natural Gas, notional amount (in MMBtu per day) | MMBTU | 857 | 2,600 | 5,600 | 5,600 | 5,600 | 5,600 | 2,600 |
Natural Gas | Cashless Collar | Minimum | |||||||
Derivative [Line Items] | |||||||
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | 2.75 | 2.75 | 2.75 | 2.75 | 2.75 | 2.75 | 3 |
Natural Gas | Cashless Collar | Maximum | |||||||
Derivative [Line Items] | |||||||
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | 3.40 | 3.40 | 3.43 | 3.43 | 3.43 | 3.43 | 3.30 |
Natural Gas | Swap | |||||||
Derivative [Line Items] | |||||||
Natural Gas, notional amount (in MMBtu per day) | MMBTU | 6,000 | ||||||
Weighted Average Price (in dollars per MMBtu) | $ / MMBTU | 3.36 |
DERIVATIVES - DERIVATIVE ASSETS
DERIVATIVES - DERIVATIVE ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative Assets: | ||
Current assets | $ 48 | $ 0 |
Noncurrent assets | 6 | 0 |
Derivative Liabilities: | ||
Current liabilities | (2,044) | 0 |
Long-term liabilities | (772) | 0 |
Total derivative liabilities, net | $ (2,762) | $ 0 |
DERIVATIVES - DERIVATIVE LOSS (
DERIVATIVES - DERIVATIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Predecessor | |||||||
Components of the derivative loss | |||||||
Total derivative gain (loss) | $ 2,206 | $ 0 | $ (11,724) | ||||
Predecessor | Commodity derivative | |||||||
Components of the derivative loss | |||||||
Derivative cash settlement gain | $ 4,348 | 0 | 15,749 | ||||
Change in fair value loss | (2,142) | 0 | (27,473) | ||||
Total derivative gain (loss) | 2,206 | 0 | (11,724) | ||||
Predecessor | Commodity derivative | Oil contracts | |||||||
Components of the derivative loss | |||||||
Derivative cash settlement gain | 4,348 | 0 | 15,749 | ||||
Predecessor | Commodity derivative | Gas contracts | |||||||
Components of the derivative loss | |||||||
Derivative cash settlement gain | $ 0 | $ 0 | $ 0 | ||||
Successor | |||||||
Components of the derivative loss | |||||||
Total derivative gain (loss) | $ (2,762) | $ (2,762) | |||||
Successor | Commodity derivative | |||||||
Components of the derivative loss | |||||||
Derivative cash settlement gain | $ 0 | 0 | |||||
Change in fair value loss | (2,762) | (2,762) | |||||
Total derivative gain (loss) | $ (2,762) | (2,762) | |||||
Successor | Commodity derivative | Oil contracts | |||||||
Components of the derivative loss | |||||||
Derivative cash settlement gain | 0 | 0 | |||||
Successor | Commodity derivative | Gas contracts | |||||||
Components of the derivative loss | |||||||
Derivative cash settlement gain | $ 0 | $ 0 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Successor | |||||
EARNINGS PER SHARE | |||||
Antidilutive securities excluded from EPS calculation (in shares) | 628,872 | ||||
Net income (loss): | |||||
Net income (loss) | $ 4,328 | $ 748 | |||
Basic net income (loss) per common share (in dollars per share) | $ 0.21 | $ 0.04 | |||
Diluted net income (loss) per common share (in dollars per share) | $ 0.21 | $ 0.04 | |||
Weighted-average shares outstanding - basic (in shares) | 20,439,000 | 20,410,000 | |||
Add: dilutive effect of contingent stock awards (in shares) | 8,000 | 28,000 | |||
Weighted-average shares outstanding - diluted (in shares) | 20,447,000 | 20,438,000 | |||
Predecessor | |||||
EARNINGS PER SHARE | |||||
Antidilutive securities excluded from EPS calculation (in shares) | 425,761 | 258,126 | 628,897 | 569,943 | |
Net income (loss): | |||||
Net income (loss) | $ (34,902) | $ 2,660 | $ (131,616) | ||
Less: undistributed income to unvested restricted stock | 0 | 120 | 0 | ||
Undistributed income (loss) to common shareholders | $ (34,902) | $ 2,540 | $ (131,616) | ||
Basic net income (loss) per common share (in dollars per share) | $ (0.71) | $ 0.05 | $ (2.67) | ||
Diluted net income (loss) per common share (in dollars per share) | $ (0.71) | $ 0.05 | $ (2.67) | ||
Weighted-average shares outstanding - basic (in shares) | 49,324,000 | 49,559,000 | 49,244,000 | ||
Add: dilutive effect of contingent stock awards (in shares) | 0 | 1,412,000 | 0 | ||
Weighted-average shares outstanding - diluted (in shares) | 49,324,000 | 50,971,000 | 49,244,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Unrecognized tax benefits | $ 0 | $ 0 | |||
Net operating losses | $ 248,000,000 | $ 248,000,000 | |||
Successor | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Effective tax rate (as a percent) | 0.00% | 0.00% | 0.00% | ||
Predecessor | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Effective tax rate (as a percent) | 0.00% | 0.00% |