Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting and include all adjustments that are necessary for a fair presentation of our consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. In connection with the Chapter 11 Filings, we were subject to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852 Reorganizations Upon emergence from bankruptcy on the Plan Effective Date, we adopted fresh-start accounting in accordance with ASC 852. Upon adoption of fresh-start accounting, our assets and liabilities were recorded at their fair values as of the Plan Effective Date, which differed materially from the recorded values of ARP’s assets and liabilities. As a result, our condensed consolidated statement of operations subsequent to the Plan Effective Date is not comparable to ARP’s condensed consolidated statement of operations prior to the Plan Effective Date. Our condensed consolidated financial statements and related footnotes are presented with a black line division which delineates the lack of comparability between amounts presented on or after the Plan Effective Date and dates prior. Our financial results for future periods following the application of fresh-start accounting will be different from historical trends and the differences may be material. References to “Successor” relate to the Company on and subsequent to the Plan Effective Date. References to “Predecessor” refer to the Company prior to the Plan Effective Date. The condensed consolidated financial statements of the Successor have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Reclassifications Certain reclassifications have been made to our condensed consolidated financial statements for the prior year periods to conform to classifications used in the current year, specifically related to our discontinued operations (see Note 3) and our segment information on the condensed consolidated statement of operations and segment footnote disclosures (see Note 11). Principles of Consolidation Our condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. Transactions between us and other ATLS managed operations have been identified in the condensed consolidated financial statements as transactions between affiliates, where applicable. All material intercompany transactions have been eliminated. We sponsored and continue to manage tax-advantaged investment partnerships (the “Drilling Partnerships”), in which we coinvested, to finance a portion of our natural gas, crude oil and NGL production activities. In accordance with established practice in the oil and gas industry, our condensed consolidated financial statements include our pro-rata share of assets, liabilities, income and lease operating and general and administrative costs and expenses of the Drilling Partnerships in which we have an interest. Such interests generally approximate 10-30%. Our condensed consolidated financial statements do not include proportional consolidation of the depletion or impairment expenses of the Drilling Partnerships. Rather, we calculate these items specific to our own economics. Liquidity and Capital Resources and Ability to Continue as a Going Concern Since the Plan Effective Date, we have funded our operations through cash flows generated from our operations and cash on hand. We currently do not have the capacity to access additional liquidity from our First Lien Credit Facility and our ability to access public equity and debt markets may be limited. Our future cash flows are subject to a number of variables, including oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and continue to remain low in 2017. These lower commodity prices have negatively impacted our revenues, earnings and cash flows, which has negatively impacted our ability to remain in compliance with the covenants under our credit facilities. Sustained low commodity prices could have a material and adverse effect on our liquidity position. Even following the amendments described below, we continue to face liquidity issues and are currently considering, and are likely to make, changes to our capital structure to maintain sufficient liquidity, meet our debt obligations and manage and strengthen our balance sheet. If we are not able to enter into further amendments with our lenders prior to the expiration of the standstill period, we may be forced to seek further options as described below. We were not in compliance with certain of the financial covenants under our credit facilities as of December 31, 2016, as well as the requirement to deliver audited financial statements without a going concern qualification. As a result of the amendment referenced below, our financial covenants will not be tested again until the quarter ending December 31, 2017. We do not currently have sufficient liquidity to repay all of our outstanding indebtedness, and as a result, there is substantial doubt regarding our ability to continue as a going concern. We have classified $538.1 million of outstanding indebtedness under our credit facilities, which is net of $1.7 million of deferred financing costs, as current portion of long term debt, net within our condensed consolidated balance sheet as of September 30, 2017, based on the occurrence of the event of default, the lenders under our credit facilities, as applicable, could elect to declare all amounts outstanding immediately due and payable and the lenders could terminate all commitments to extend further credit. On April 19, 2017, we entered into an amendment to our First Lien Credit Facility (which has been superseded by subsequent amendments as described further below). This amendment provided for, among other things, waivers of our non-compliance, increases in certain financial covenant ratios and scheduled decreases in our borrowing base (refer to Note 5 – Debt for further information regarding the specific amended terms and provisions). As part of our overall business strategy, we have continued to execute on our sales of non-core assets, which has included the sale of our Appalachia and Rangely operations. The proceeds of the consummated asset sales were used to repay borrowings under our First Lien Credit Facility. Our strategy is to continue to sell non-core assets to reduce our leverage position, which will also help us to comply with the requirements of our First Lien Credit Facility amendments. In addition to the amendments to the financial ratio covenants, the First Lien Credit Facility lenders waived certain defaults by us with respect to the fourth quarter of 2016, including compliance with the ratios of Total Debt to EBITDA and First Lien Debt to EBITDA, as well as our obligation to deliver financial statements without a “going concern” qualification. The First Lien Credit Facility lenders’ waivers were subject to revocation in certain circumstances, including the exercise of remedies by junior lenders (including pursuant to our Second Lien Credit Facility), the failure to extend the standstill period under the intercreditor agreement at least 15 business days prior to its expiration, and the occurrence of additional events of default under the First Lien Credit Facility. On April 21, 2017, the lenders under the our Second Lien Credit Facility delivered a notice of events of default and reservation of rights, pursuant to which they noticed events of default related to financial covenants and the failure to deliver financial statements without a “going concern” qualification. The delivery of such notice began the 180-day standstill period under the intercreditor agreement, during which the lenders under the Second Lien Credit Facility were prevented from pursuing remedies against the collateral securing our obligations under the Second Lien Credit Facility. The lenders have not accelerated the payment of amounts outstanding under the Second Lien Credit Facility. On May 4, 2017, we entered into a definitive agreement to sell our conventional Appalachia and Marcellus assets to Diversified Gas & Oil, PLC (“Diversified”) for $84.2 million. The transaction included the sale of approximately 8,400 oil and gas wells across Pennsylvania, Ohio, Tennessee, New York and West Virginia, along with the associated infrastructure (the “Appalachian Assets”). We retained our Utica Shale position, Indiana assets and West Virginia CBM assets in the region. On June 30, 2017, we completed a majority of the Appalachian Assets sale for net cash proceeds of $65.6 million, which included customary preliminary purchase price adjustments, all of which was used to repay a portion of the outstanding indebtedness under our First Lien Credit Facility. On June 12, 2017, we entered into a definitive agreement to sell our 25% interest in Rangely Field to an affiliate of Merit Energy Company, LLC for $105 million. Rangely is a CO 2 2 On September 27, 2017, the lenders under our Second Lien Credit Facility entered into a letter agreement with us and the lenders under our First Lien Credit Facility (the “Extension Letter”) (which has been superseded by subsequent amendments as described further below). Pursuant to the Extension Letter, the Second Lien Credit Facility lenders agreed to extend the 180-day standstill period under the intercreditor agreement (during which the lenders under the Second Lien Credit Facility were prevented from pursuing remedies against the collateral securing the Company’s obligations under the Second Lien Credit Facility) by an additional 35 days from October 18, 2017 to November 22, 2017. In addition, the extension of the standstill period extends the waiver of certain defaults under the First Lien Credit Facility, which terminates 15 business days prior to the expiration of the standstill period. The parties agreed to extend the standstill period to provide the Company with additional time to negotiate proposed amendments to each of the First Lien Credit Facility and the Second Lien Credit Facility. On September 29, 2017, we completed the remainder of the Appalachia Assets sale for additional cash proceeds of $10.4 million, all of which was used to repay a portion of outstanding borrowings under our First Lien Credit Facility. On November 6, 2017, we entered into a fourth amendment to our First Lien Credit Facility. The fourth amendment has an effective date of October 31, 2017 and confirms the conforming and non-conforming tranches of the borrowing base at $228.7 million and $30 million, respectively, but requires us to take actions (which can include asset sales and equity offerings) to reduce the conforming tranche of the borrowing base to $190 million by December 8, 2017 and to $150 million by August 31, 2018. The maturity date of the non-conforming tranche of the borrowing base was confirmed as May 1, 2018. We are required to use proceeds from asset sales to make prepayments. In addition to the requirements above, the First Lien Credit Facility lenders also agreed to a limited waiver of certain existing defaults with respect to financial covenants, required repayments of borrowings and other related matters. The waiver terminates upon the earliest of (i) December 8, 2017, (ii) the occurrence of additional events of default under the First Lien Credit Facility and (iii) the exercise of remedies under our Second Lien Credit Facility. Pursuant to the fourth amendment, we are required to hedge at least 50% and 80% of our 2019 projected proved developed producing production by December 31, 2017 and March 31, 2018, respectively. In connection with, and as a condition to, the effectiveness of the fourth amendment to our First Lien Credit Facility, the lenders under our Second Lien Credit Facility agreed to extend the standstill period under the intercreditor agreement (during which the lenders under the Second Lien Credit Facility are prevented from pursuing remedies against the collateral securing our obligations under the Second Lien Credit Facility) until December 29, 2017. We continually review and may make changes to our capital structure from time to time, with the goal of strengthening our balance sheet and meeting our debt service obligations. We could pursue options such as refinancing, restructuring or reorganizing our indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address our liquidity concerns and high debt levels. We are evaluating various options, but there is no certainty that we will be able to implement any such options, and we cannot provide any assurances that any refinancing or changes in our debt or equity capital structure would be possible or that additional equity or debt financing could be obtained on acceptable terms, if at all, and such options may result in a wide range of outcomes for our stakeholders. We cannot assure you that we will be able to implement the above actions, if necessary, on commercially reasonable terms, or at all, in a manner that will be permitted under the terms of our debt instruments or in a manner that does not negatively impact the price of our securities. Additionally, there can be no assurance that the above actions will allow us to meet our debt obligations and capital requirements. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities that exist at the date of our condensed consolidated financial statements, as well as the reported amounts of revenue and costs and expenses during the reporting periods. Our condensed consolidated financial statements are based on a number of significant estimates, including revenue and expense accruals, depletion of gas and oil properties, fair value of derivative instruments, and the fair value of assets held for sale. The oil and gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Actual results could differ from those estimates. Assets Held For Sale Assets are classified as held for sale when we commit to a plan to sell the assets and there is reasonable certainty the sale will take place within one year. Upon classification as held for sale, long-lived assets are no longer depreciated or depleted, and a measurement for impairment is performed to identify and expense any excess of carrying value over fair value less estimated costs to sell. Any subsequent changes to the fair value less estimated costs to sell impact the measurement of assets held for sale, with any gain or loss reflected in the loss on divestitures line item in our condensed consolidated statements of operations. See Note 3 for additional disclosures regarding assets held for sale. Discontinued Operations A disposal of a component of our entity is classified as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on our operations and financial results. For components classified as discontinued operations, the balance sheet amounts and results of operations are reclassified from their historical presentation to assets and liabilities held for sale on the condensed consolidated balance sheet and to net income (loss) from discontinued operations on the condensed consolidated statement of operations for all periods presented. The gains or losses associated with these divested components are recorded in net income (loss) from discontinued operations on the condensed consolidated statement of operations. See Note 3 for additional disclosures regarding discontinued operations. Predecessor’s Reorganization Items, Net Incremental costs incurred as a result of the Chapter 11 Filings, net gain on settlement of liabilities subject to compromise and reorganization adjustments, and net impact of fresh start adjustments are classified as “Reorganization items, net” in the Predecessor’s condensed consolidated statement of operations. The following table summarizes the reorganization items: Professional fees and other $ (33,065) Accelerated amortization of deferred financing costs (9,565) Net gain on reorganization adjustments 361,479 Net loss on fresh start adjustments (335,463) Total reorganization items, net $ (16,614) Income Taxes Our effective tax rates for the Successor three and nine months ended September 30, 2017 were 1.27% and 0.74%, respectively, which represent our expected Texas Franchise Tax liability. Our income tax provision differs from the provision computed by applying the U.S. Federal statutory corporate income tax rate of 35% primarily due to the valuation allowance on our deferred tax assets. For the Successor three and nine months ended September 30, 2017, we recognized a provision for income taxes of $0.2 million and $11.5 million, respectively, in net income (loss) from discontinued operations on our condensed consolidated statement of operations. For the Successor three and nine months ended September 30, 2017, we recognized a corresponding income tax benefit of $0.2 million and $11.5 million, respectively, in net income (loss) from continuing operations on our condensed consolidated statement of operations, which represents a direct offset of the provision for income taxes included within our discontinued operations. Successor’s Management Incentive Plan Pursuant to the Titan Energy, LLC Management Incentive Plan (the “MIP”) plan, participants are allowed to withhold or surrender shares for the payment of taxes. These shares are available for re-issuance under the MIP. For the three months ended September 30, 2017, 91,710 shares under the MIP became unrestricted. Of these shares, 42,251 were withheld for taxes, which resulted in $0.2 million recognized in our consolidated statement of changes in members’ equity. For the nine months ended September 30, 2017, 91,710 shares under the MIP became unrestricted and 37,324 shares were granted and vested immediately. Of these shares, 57,562 were withheld for taxes, which resulted in $0.3 million recognized in our consolidated statement of changes in members’ equity. For the Successor period September 1, 2016 through September 30, 2016, 138,750 shares were granted and vested immediately. Predecessor’s 2012 Long-Term Incentive Plan On May 12, 2016, due to the income tax ramifications of the potential options our Predecessor was considering, our Predecessor’s Board of Directors delayed the vesting date of approximately 110,000 units granted to employees, directors and officers until March 2017. The phantom units were set to vest between May 15, 2016 and August 31, 2016. The delayed vesting schedule did not have a significant impact on the compensation expense recorded in general and administrative expenses on the condensed consolidated statement of operations for the Predecessor period from January 1, 2016 through August 31, 2016 or our Predecessor’s remaining unrecognized compensation expense related to such awards. As a result of the Chapter 11 Filings, our Predecessor’s 2012 LTIP phantom units were cancelled. The remaining unrecognized compensation cost of $0.8 million was recognized upon the cancellation and was recorded in general and administrative expenses on the condensed consolidated statement of operations for the Predecessor period from July 1, 2016 through August 31, 2016. Successor’s Net Income Attributable to Common Shareholders Per Share The Successor’s basic net income attributable to common shareholders per share is computed by dividing net income attributable to our common shareholders by the weighted-average number of common shares outstanding, excluding any unvested restricted shares, for the period. The Successor’s diluted net income attributable to common shareholders per share is similarly calculated except that the common shares outstanding for the period are increased using the treasury stock method to reflect the potential dilution that could occur if outstanding share based awards were vested at the end of the applicable period. Anti-dilutive shares represent potentially dilutive securities that are excluded from the computation of diluted net income attributable to common shareholders per share as their impact would be anti-dilutive. We determine if potentially dilutive shares are anti-dilutive based on their impact to net income (loss) from continuing operations. The following is a reconciliation of net income attributable to our Successor’s common shareholders for purposes of calculating net income attributable to our Successor’s common shareholders per share (in thousands): Successor Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Period from September 1, 2016 through September 30, 2016 Net loss from continuing operations $ (19,706 ) $ (15,084 ) $ (7,364 ) Less: Series A Preferred member interest in loss from continuing operations (394 ) (302 ) (147 ) Net loss from continuing operations utilized in the calculation of net loss attributable to common shareholders per share $ (19,312 ) $ (14,782 ) $ (7,217 ) Net income (loss) from discontinued operations $ 2,156 $ 20,945 $ (167 ) Less: Series A Preferred member interest in net income (loss) from discontinued operations 43 419 (4 ) Net income (loss) from discontinued operations utilized in the calculation of net income (loss) attributable to common shareholders per share $ 2,113 $ 20,526 $ (163 ) The following table is a reconciliation of the Successor’s basic and diluted weighted average number of common shares used to calculate basic and diluted net income attributable to common shareholders per share (in thousands): Successor Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Period from September 1, 2016 through September 30, 2016 Weighted average number of common shares - basic (1) 5,208 5,186 5,139 Add dilutive effect of share based awards at end of period (2) — — — Weighted average number of common shares - diluted 5,208 5,186 5,139 (1) For the three and nine months ended September 30, 2017, 186,000 and 278,000 restricted common shares outstanding, respectively, were excluded from the calculation of basic weighted average number of common shares because they were not vested. For the Successor period from September 1, 2016 through September 30, 2016, 278,000 restricted common shares outstanding were excluded from the calculation of basic weighted average number of common shares because they were not vested. (2) We determine if potentially dilutive shares are anti-dilutive based on their impact to net income (loss) from continuing operations. Since all of the periods presented resulted in net loss from continuing operations attributable to common shareholders, potentially dilutive shares were excluded because their inclusion would have been anti-dilutive. Predecessor’s Net Income (Loss) Per Common Unit The following is a reconciliation of net income (loss) allocated to our Predecessor’s common limited partners for purposes of calculating net income (loss) attributable to our Predecessor’s common limited partners per unit (in thousands): Predecessor Period From July 1 through August 31, 2016 Period From January 1 through August 31, 2016 Net loss from continuing operations $ (36,772 ) $ (147,239 ) Preferred limited partner dividends — (4,013 ) Net loss from continuing operations attributable to common limited partners and the general partner (36,772 ) (151,252 ) Less: General partner’s interest in net loss from continuing operations (736 ) (3,025 ) Net loss from continuing operations attributable to common limited partners (36,036 ) (148,227 ) Less: Net income from continuing operations attributable to participating securities – phantom units — — Net loss from continuing operations utilized in the calculation of net loss attributable to common limited partners per unit – Basic (36,036 ) (148,227 ) Plus: Convertible preferred limited partner dividends (1) — — Net loss from continuing operations utilized in the calculation of net loss attributable to common limited partners per unit – Diluted $ (36,036 ) $ (148,227 ) Net loss from discontinued operations attributable to common limited partners and the general partner $ (11,852 ) $ (30,191 ) Less: General partner’s interest in net loss from discontinued operations (237 ) (604 ) Net loss from discontinued operations attributable to common limited partners (11,615 ) (29,587 ) Less: Net income from discontinued operations attributable to participating securities – phantom units — — Net loss from discontinued operations utilized in the calculation of net loss attributable to common limited partners per unit – Basic (11,615 ) (29,587 ) Plus: Convertible preferred limited partner dividends (1) — — Net loss from discontinued operations utilized in the calculation of net loss attributable to common limited partners per unit – Diluted $ (11,615 ) $ (29,587 ) (1) For the periods presented, distributions on our Predecessor’s Class C convertible preferred units were The following table sets forth the reconciliation of our Predecessor’s weighted average number of common limited partner units used to compute basic net income (loss) attributable to our Predecessor’s common limited partners per unit with those used to compute diluted net income attributable to our Predecessor’s common limited partners per unit (in thousands): Predecessor Period From July 1 through August 31, 2016 Period From January 1 through August 31, 2016 Weighted average number of common limited partner units—basic 104,366 102,912 Add effect of dilutive incentive awards (1) — — Add effect of dilutive convertible preferred limited partner units (2) — — Weighted average number of common limited partner units—diluted 104,366 102,912 (1) For the Predecessor periods from July 1, 2016 through August 31, 2016 and from January 1, 2016 through August 31, 2016, 247,000 and 274,000 phantom units, respectively, were excluded from the computation of diluted earnings attributable to common limited partners per unit because the inclusion of such units would have been anti-dilutive. (2) For the periods presented, potential common limited partner units issuable upon (a) conversion of our Predecessor’s Class C preferred units and (b) exercise of the common unit warrants issued with our Predecessor’s Class C preferred units were excluded from the computation of diluted earnings attributable to common limited partners per unit, because the inclusion of such units would have been anti-dilutive. As our Predecessor’s Class D and Class E preferred units were convertible only upon a change of control event, they were not considered dilutive securities for earnings per unit purposes. Recently Issued Accounting Standards In February 2016, the FASB updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a lease asset and liability at the commencement date of all leases (with the exception of short-term leases), initially measured at the present value of the lease payments. The updated guidance is effective for us as of January 1, 2019 and requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest period presented. We are currently in the process of determining the impact that the updated accounting guidance will have on our condensed consolidated financial statements. In May 2014, the FASB updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue, and by reducing the number of standards to which an entity has to refer. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. We have made progress on our contract reviews and documentation. |