Fresh Start Accounting | Note 3. Fresh Start Accounting Upon emergence from the Chapter 11 proceedings on May 4, 2017, we adopted fresh start accounting as required by GAAP. We met the requirements of fresh start accounting, which include: (i) the holders of the Predecessor’s voting common units immediately prior to the Effective Date received less than 50% of the voting shares of the Company and (ii) the reorganization value of our assets immediately prior to the Effective Date was less than the post-petition liabilities and allowed claims. Reorganization Value The Successor’s enterprise value, as approved by the Bankruptcy Court, was estimated to be within a range of $700 million to $900 million, with a midpoint estimate of approximately $800 million. Enterprise value represents the estimated fair value of a company’s interest-bearing debt and its shareholders’ equity. Based on the estimates and assumptions utilized in our fresh start accounting process, we estimated the Successor’s enterprise value to be approximately $800 million before the consideration of cash and cash equivalents on hand at the Effective Date. Reorganization value represents the fair value of the Successor’s total assets prior to the consideration of liabilities and is intended to approximate the amount a willing buyer would pay for the assets immediately after a restructuring. The reorganization value, which was derived from the Successor’s enterprise value, was allocated to our individual assets based on their estimated fair values. The following table is a reconciliation of the enterprise value to the reorganization value of the Successor assets at the Effective Date (in thousands): Enterprise value $ 800,000 Plus: Cash and cash equivalents 20,140 Plus: Other working capital liabilities 63,817 Plus: Other long-term liabilities 97,470 Reorganization value of Successor assets $ 981,427 Our assets consist primarily of producing oil and natural gas properties. The fair values of proved and unproved oil and natural gas properties were estimated using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount. The factors to determine fair value include, but are not limited to, estimates of: (i) economic reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation and are the most sensitive and subject to change. The underlying commodity prices embedded in the Company’s estimated cash flows are the product of a process that begins with NYMEX forward curve pricing and is adjusted for estimated location and quality differentials, as well as other factors as necessary that the Company’s management believes will impact realizable prices. The fair value of support equipment and facilities were estimated using a cost approach, based on current replacement costs of the assets less depreciation based on the estimated economic useful lives of the assets and age of the assets. See below under the caption “Fresh Start Adjustments” for additional information regarding assumptions used in the valuation of the Company’s various other significant assets and liabilities. Condensed Consolidated Balance Sheet The adjustments included in the following condensed consolidated balance sheet reflect the effect of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as fair value and other required accounting adjustments resulting from the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine the fair values and significant assumptions. As of May 4, 2017 Reorganization Fresh Start Predecessor Adjustments (1) Adjustments Successor (In thousands) ASSETS Current assets: Cash and cash equivalents $ 83,050 $ (62,910 ) (2) $ — $ 20,140 Restricted cash — 7,411 (3) — 7,411 Accounts receivable 33,560 — — 33,560 Short-term derivative instruments 51,329 — — 51,329 Prepaid expenses and other current assets 10,229 675 (4) — 10,904 Total current assets 178,168 (54,824 ) — 123,344 Property and equipment, net 1,551,500 — (894,164 ) (11) 657,336 Long-term derivative instruments 33,800 — — 33,800 Restricted investments 156,443 — — 156,443 Other long-term assets 1,929 8,575 (5) — 10,504 Total assets $ 1,921,840 $ (46,249 ) $ (894,164 ) $ 981,427 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,501 $ 1,389 (6) $ — $ 2,890 Revenues payable 22,747 — — 22,747 Accrued liabilities 36,954 2,939 (7) (1,713 ) (12) 38,180 Current portion of long-term debt 454,799 (454,799 ) (8) — — Total current liabilities 516,001 (450,471 ) (1,713 ) 63,817 Liabilities subject to compromise 1,162,437 (1,162,437 ) (9) — — Long-term debt — 430,000 (8) — 430,000 Asset retirement obligations 158,114 — (62,928 ) (13) 95,186 Deferred tax liabilities 2,206 — — 2,206 Other long-term liabilities 2,481 — (2,403 ) (12) 78 Total liabilities 1,841,239 (1,182,908 ) (67,044 ) 591,287 Commitments and contingencies (see Note 14) Stockholders'/partners' equity: Predecessor common units 80,601 (80,601 ) (10) — — Successor warrants — 4,788 (10) — 4,788 Successor common stock — 3 (10) — 3 Successor additional paid-in capital — 1,212,469 (10) (827,120 ) (14) 385,349 Total stockholders'/ partners' equity 80,601 1,136,659 (827,120 ) 390,140 Total liabilities and equity $ 1,921,840 $ (46,249 ) $ (894,164 ) $ 981,427 Reorganization Adjustments (1) Reflects amounts recorded as of the Effective Date for the implementation of the Plan, including among other items, settlement of the Predecessor’s liabilities subject to compromise, cancellation of the Predecessor’s equity, issuance of the Successor New Common Shares and the Warrants, repayment of certain of Predecessor’s debt and settlement with holders of the Notes. (2) Reflects the changes in cash and cash equivalents, including the following (in thousands): Payment on the Predecessor's revolving credit facility $ (24,799 ) Payment to holders of the Notes (1) (16,446 ) Payment of fees related to Exit Credit Facility (8,575 ) Funding of the professional fees escrow account (7,411 ) Payment of professional fees (4,295 ) Other (1,384 ) Changes in cash and cash equivalents $ (62,910 ) (1) The total cash settlement to the holders of the Notes was approximately $24.6 million, of which $16.4 million was paid upon emergence and $8.2 million was paid post-emergence and is reflected in accrued liabilities in the above condensed consolidated balance sheet. (3) Reflects the transfer to restricted cash to fund the professional fees escrow account. (4) Reflects the pre-payment of certain professional fees. (5) Reflects the deferred financing costs related to the Exit Credit Facility. (6) Reflects the recognition of payables for general unsecured claims. (7) Net increase in accrued liabilities reflects the following (in thousands): Recognition of liability for settlement with holders of the Notes $ 8,193 Payment of professional fees (4,295 ) Recognition of contribution from management (1,500 ) Recognition of settlement with Predecessor common unitholders 1,250 Other (709 ) Net increase in accrued liabilities due to reorganization items $ 2,939 (8) Reflects a repayment of $24.8 million on the Predecessor’s revolving credit facility and the reclassification of $430.0 million in borrowings under the Exit Credit Facility to long-term debt. (9) Settlement of liabilities subject to compromise and the resulting net gain were determined as follows (in thousands): Accounts payable $ 1,389 Accrued interest payable 49,796 Debt 1,111,252 Total liabilities subject to compromise of Predecessor 1,162,437 Recognition of payables for general unsecured claims (1,389 ) Recognition of settlement with holders of the Notes (24,639 ) Issuance of common stock to holders of the Notes (377,645 ) Gain on settlement of liabilities subject to compromise $ 758,764 (10) Net increase in our stockholders’/partners’ equity reflects the following (in thousands): Issuance of common stock to holders of the Notes $ 377,645 Issuance of common stock to Predecessor common unitholders 7,707 Cancellation of the Predecessor's units issued and outstanding 80,601 Recognition on gain on settlement of liabilities subject to compromise 758,764 Recognition of issuance of common stock to Predecessor common unitholders (7,707 ) Recognition of issuance of warrants to Predecessor common unitholders (4,788 ) Recognition of contribution from management 1,500 Recognition of settlement with Predecessor common unitholders (1,250 ) Par value of common stock (3 ) Change in Successor additional paid-in capital 1,212,469 Issuance of warrants to Predecessor common unitholders 4,788 Par value of common stock 3 Predecessor units issued and outstanding (80,601 ) Net increase in capital accounts $ 1,136,659 Fresh Start Adjustments (11) Reflects a decrease of property and equipment, net based on the methodology discussed above and the elimination of accumulated depreciation, depletion and impairment. The fresh start adjustments to property and equipment, net are as follow: Predecessor Fresh Start Adjustments Successor (In thousands) Property and equipment at cost: Proved oil and natural gas properties $ 3,124,137 $ (2,615,076 ) $ 509,061 Support equipment and facilities 199,463 (101,883 ) 97,580 Unproved oil and natural gas properties — 44,688 44,688 Other 15,420 (9,413 ) 6,007 Property and equipment 3,339,020 (2,681,684 ) 657,336 Accumulated depreciation, depletion and impairment (1,787,520 ) 1,787,520 — Property and equipment, net $ 1,551,500 $ (894,164 ) $ 657,336 (12) Reflects the write-off of the deferred rent and loss on sublease liabilities. (13) Reflects a decrease of $62.9 million for asset retirement obligations. The fair value of asset retirement obligations were estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plugging and abandonment costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors; and (iv) a credit-adjusted risk free rate. (14) Reflects the cumulative impact of our fresh start accounting adjustments discussed above. Reorganization Items, Net The Company has incurred significant costs associated with the reorganization. These costs, which are expensed as incurred, are expected to significantly affect the Company’s results of operations. Reorganization items, net represent costs and income directly associated with the Chapter 11 proceedings since the Petition Date. The following table summarizes the components of reorganization items, net included in the accompanying unaudited condensed statements of consolidated operations (in thousands): Successor Predecessor Period from Period from Period from May 5, 2017 April 1, 2017 January 1, through through 2017 through June 30, 2017 May 4, 2017 May 4, 2017 Gain on settlement of liabilities subject to compromise $ — $ 758,764 $ 758,764 Fresh start valuation adjustments — (827,120 ) (827,120 ) Professional fees (349 ) (12,239 ) (19,824 ) Other — (526 ) (594 ) Reorganization items, net $ (349 ) $ (81,121 ) $ (88,774 ) |