Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Midstates Petroleum Company, Inc. | |
Entity Central Index Key | 1,533,924 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,699,900 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 279,596 | $ 81,093 |
Accounts receivable: | ||
Oil and gas sales | 34,282 | 33,656 |
Joint interest billing | 5,162 | 12,503 |
Other | 347 | 17,506 |
Other current assets | 8,658 | 1,044 |
Total current assets | 328,045 | 145,802 |
PROPERTY AND EQUIPMENT: | ||
Oil and gas properties, on the basis of full-cost accounting | 3,790,856 | 3,666,403 |
Other property and equipment | 12,198 | 14,798 |
Less accumulated depreciation, depletion, amortization and impairment | (3,438,670) | (3,157,332) |
Net property and equipment | 364,384 | 523,869 |
OTHER NONCURRENT ASSETS | 3,263 | 9,496 |
TOTAL | 695,692 | 679,167 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,653 | 1,904 |
Accrued liabilities | 71,178 | 91,712 |
Debt classified as current (Note 9) | 249,383 | 1,890,944 |
Total current liabilities | 326,214 | 1,984,560 |
LONG-TERM LIABILITIES: | ||
ASSET RETIREMENT OBLIGATIONS | 20,266 | 18,708 |
OTHER LONG-TERM LIABILITIES | 115 | 1,965 |
LIABILITIES SUBJECT TO COMPROMISE (Note 2) | 1,882,187 | |
COMMITMENTS AND CONTINGENCIES (Note 14) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.01 par value, 49,675,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.01 par value, 100,000,000 shares authorized; 10,914,780 shares issued and 10,766,173 shares outstanding at September 30, 2016 and 10,962,105 shares issued and 10,865,814 shares outstanding at December 31, 2015 | 109 | 110 |
Treasury stock | (3,134) | (3,081) |
Additional paid-in-capital | 889,973 | 888,247 |
Retained deficit | (2,420,038) | (2,211,342) |
Total stockholders' deficit | (1,533,090) | (1,326,066) |
TOTAL | $ 695,692 | $ 679,167 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 49,675,000 | 49,675,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,914,780 | 10,962,105 |
Common stock, shares outstanding | 10,766,173 | 10,865,814 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES : | ||||
Oil sales | $ 35,584 | $ 50,684 | $ 104,832 | $ 177,439 |
Natural gas liquid sales | 8,939 | 8,498 | 25,073 | 29,747 |
Natural gas sales | 17,676 | 17,375 | 44,486 | 52,543 |
Gains on commodity derivative contracts - net | 33,368 | 35,447 | ||
Other | 1,994 | 438 | 4,322 | 1,106 |
Total revenues | 64,193 | 110,363 | 178,713 | 296,282 |
EXPENSES : | ||||
Lease operating and workover | 17,650 | 18,803 | 49,520 | 63,823 |
Gathering and transportation | 4,296 | 4,017 | 13,428 | 11,386 |
Severance and other taxes | 1,788 | 2,660 | 4,776 | 8,729 |
Asset retirement accretion | 452 | 382 | 1,316 | 1,217 |
Depreciation, depletion, and amortization | 15,756 | 44,714 | 59,229 | 158,397 |
Impairment in carrying value of oil and gas properties | 33,887 | 486,895 | 224,584 | 1,159,951 |
General and administrative | 3,308 | 6,677 | 19,093 | 29,792 |
Acquisition and transaction costs | 5 | 256 | ||
Debt restructuring costs and advisory fees | 7,589 | 36,141 | ||
Other | 63 | |||
Total expenses | 77,137 | 564,153 | 379,535 | 1,469,755 |
OPERATING LOSS | (12,944) | (453,790) | (200,822) | (1,173,473) |
OTHER INCOME (EXPENSE): | ||||
Interest income | 43 | 81 | 80 | |
Interest expense - net of amounts capitalized (excludes interest expense of $47.6 and $79.3 million, respectively, on senior and secured notes subject to compromise for the three and nine months ended September 30, 2016) | (2,668) | (40,595) | (65,719) | (121,978) |
Reorganization items, net (Note 2) | (22,772) | 57,764 | ||
Total other expense | (25,440) | (40,552) | (7,874) | (121,898) |
LOSS BEFORE TAXES | (38,384) | (494,342) | (208,696) | (1,295,371) |
Income tax benefit | 0 | 9,041 | ||
NET LOSS | (38,384) | (494,342) | (208,696) | (1,286,330) |
Preferred stock dividend | (148) | (948) | ||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (38,384) | $ (494,490) | $ (208,696) | $ (1,287,278) |
Basic and diluted net loss per share attributable to common shareholders | $ (3.60) | $ (72.34) | $ (19.61) | $ (189.90) |
Basic and diluted weighted average number of common shares outstanding | 10,657 | 6,835 | 10,644 | 6,779 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
OTHER INCOME (EXPENSE): | ||
Interest expense on senior and secured notes subject to compromise | $ 47.6 | $ 79.3 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Series A Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in-Capital | Retained Deficit | Total |
Balance at Dec. 31, 2014 | $ 3 | $ 70 | $ (2,592) | $ 882,528 | $ (414,147) | $ 465,862 |
Increase (Decrease) in Stockholders' Equity | ||||||
Share-based compensation | 3 | 4,930 | 4,933 | |||
Acquisition of treasury stock | (476) | (476) | ||||
Net loss | (1,286,330) | (1,286,330) | ||||
Conversion of preferred shares | $ (3) | 37 | (34) | |||
Balance at Sep. 30, 2015 | 110 | (3,068) | 887,424 | (1,700,477) | (816,011) | |
Balance at Dec. 31, 2015 | 110 | (3,081) | 888,247 | (2,211,342) | (1,326,066) | |
Increase (Decrease) in Stockholders' Equity | ||||||
Share-based compensation | (1) | 1,726 | 1,725 | |||
Acquisition of treasury stock | (53) | (53) | ||||
Net loss | (208,696) | (208,696) | ||||
Balance at Sep. 30, 2016 | $ 109 | $ (3,134) | $ 889,973 | $ (2,420,038) | $ (1,533,090) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (208,696) | $ (1,286,330) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gains on commodity derivative contracts, net | (35,447) | |
Net cash received for commodity derivative contracts | 129,105 | |
Asset retirement accretion | 1,316 | 1,217 |
Depreciation, depletion, and amortization | 59,229 | 158,397 |
Impairment in carrying value of oil and gas properties | 224,584 | 1,159,951 |
Share-based compensation, net of amounts capitalized to oil and gas properties | 1,275 | 3,813 |
Deferred income taxes | (9,041) | |
Amortization of deferred financing costs and write-off of debt issuance costs | 4,495 | 9,791 |
Paid in kind interest expense | 3,531 | 3,785 |
Amortization of deferred gain on debt restructuring | (8,246) | (8,979) |
Operating lease abandonment | 1,574 | |
Noncash reorganization items | (70,489) | |
Transaction costs for debt restructuring | 34,398 | |
Change in operating assets and liabilities: | ||
Accounts receivable - oil and gas sales | (311) | 18,183 |
Accounts receivable - JIB and other | 21,411 | 28,293 |
Other current and noncurrent assets | (5,572) | (287) |
Accounts payable | 870 | (3,448) |
Accrued liabilities | 54,520 | 33,036 |
Other | (1,247) | (545) |
Net cash provided by operating activities | 78,244 | 235,892 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in property and equipment | (129,072) | (271,576) |
Proceeds from the sale of oil and gas properties | 40,168 | |
Net cash used in investing activities | (129,072) | (231,408) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from long-term borrowings | 625,000 | |
Proceeds from revolving credit facility | 249,384 | 33,000 |
Repayment of revolving credit facility | (468,150) | |
Deferred financing costs | (4,234) | |
Transaction costs for debt restructuring | (34,398) | |
Acquisition of treasury stock | (53) | (476) |
Net cash provided by financing activities | 249,331 | 150,742 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 198,503 | 155,226 |
Cash and cash equivalents, beginning of period | 81,093 | 11,557 |
Cash and cash equivalents, end of period | 279,596 | 166,783 |
SUPPLEMENTAL INFORMATION: | ||
Non-cash investment in property and equipment | 12,238 | 36,373 |
Non-cash exchange of third lien notes for 2020 senior notes and 2021 senior notes | 524,121 | |
Cash paid for interest, net of capitalized interest of $2.9 million for the nine months ended September 30, 2015 (no capitalized interest for the nine months ended September 30, 2016) | 5,821 | $ 70,711 |
Cash paid for reorganization items | $ 12,725 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Capitalized interest | $ 0 | $ 2.9 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization and Business | |
Organization and Business | 1. Organization and Business Midstates Petroleum Company, Inc. (“Midstates”), through its wholly owned subsidiary Midstates Petroleum Company LLC (“Midstates Sub”), engages in the business of exploring, drilling for, and the production of, oil, natural gas liquids (“NGLs”) and natural gas. Midstates was incorporated pursuant to the laws of the State of Delaware on October 25, 2011 in connection with its initial public offering to become a holding company for Midstates Sub, which was previously a wholly owned subsidiary of Midstates Petroleum Holdings LLC (“Holdings LLC”). The terms “Company,” “we,” “us,” “our,” and similar terms when used in the present tense, prospectively or for historical periods since April 25, 2012, refer to Midstates and Midstates Sub, unless the context indicates otherwise. The Company conducts oil and gas operations and owns and operates oil and natural gas properties in Oklahoma, Texas and Louisiana. The Company operates a significant portion of its oil and natural gas properties. The Company’s management evaluates performance based on one reportable segment as all of its operations are located in the United States and, therefore, it maintains one cost center. |
Chapter 11 Proceedings
Chapter 11 Proceedings | 9 Months Ended |
Sep. 30, 2016 | |
Chapter 11 Proceedings | |
Chapter 11 Proceedings | 2. Chapter 11 Proceedings Voluntary Reorganization Under Chapter 11 On April 30, 2016 (the “Petition Date”), Midstates and Midstates Sub (collectively, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Title 11 of Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases (the “Chapter 11 Cases”) were jointly administered under the case styled In re Midstates Petroleum Company, Inc., et al, No. 16-32237 . The Bankruptcy Court confirmed the First Amended Joint Chapter 11 Plan of Reorganization of Midstates Petroleum Company, Inc., and its Debtor Affiliate (the “Plan”) on September 28, 2016 and the Debtors subsequently emerged from bankruptcy on October 21, 2016 (the “Effective Date”). Although the Company is no longer a debtor-in-possession, the Company was a debtor-in-possession for the quarter ended September 30, 2016 and through October 20, 2016, the date immediately prior to the Effective Date. As such, certain aspects of the Chapter 11 Cases and related matters are described below in order to provide context to the Company’s financial condition and results of operations for the period presented. For the quarter ended September 30, 2016, the Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. During the Chapter 11 Cases, the Company conducted normal business activities pursuant to certain “first day” motions filed in the Chapter 11 Cases and approved by the Bankruptcy Court to, among other things and subject to the terms of the orders entered by the Bankruptcy Court, pay employee wages, health benefits and certain other employee obligations, pay certain lienholders or prospective lienholders and forward funds to third parties, including royalty holders and other working interest owners. As a result of these motions, the Company was able to pay all associated obligations for the period following the Petition Date. Additionally, the Company was authorized to pay and has paid pre-petition tax obligations, pre-petition employee wages and benefits, pre-petition amounts owed to certain lienholders or prospective lienholders and funds belonging to third parties. During the pendency of the Chapter 11 Cases, all transactions outside the ordinary course of business require the prior approval of the Bankruptcy Court. The Company has accounted for the bankruptcy in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations . The Debtors’ Plan was supported by the vast majority of its pre-petition secured creditors and was confirmed by the Bankruptcy Court on September 28, 2016. Pursuant to the confirmed Plan, the significant transactions that occurred upon the Effective Date were as follows: · Substantial Deleveraging of the Balance Sheet: The permanent pay-down of $81.3 million of the Company’s Credit Facility, with a $170.0 million exit facility (the “Exit Facility”) established upon the Effective Date, (ii) the pay-down of $60.0 million of the Company’s Second Lien Notes in cash, and (iii) the conversion into equity of all of the Company’s remaining debt junior to the Credit Facility. · Credit Facility Claims: Holders of allowed claims arising under the Credit Facility (the “Credit Facility Claims”) received their pro rata share of approximately $81.3 million in cash and the Credit Facility was superseded, pursuant to the Plan, by the Exit Facility, as further described below. · Second Lien Notes Claims: Holders of allowed claims arising under the Second Lien Notes (the “Second Lien Notes Claims”) received their pro rata share of (a) 96.25% of the equity of the reorganized Company in the form of common stock and (b) a cash payment of $60.0 million. · Third Lien Notes Claims: Holders of allowed claims arising under the Third Lien Notes (the “Third Lien Notes Claims”), pursuant to a settlement with holders of Second Lien Notes Claims on terms more fully set forth in the Plan (the “Second/Third Lien Plan Settlement”), received their pro rata share of 2.5% of the equity in the form of common stock in the reorganized Company and warrants to acquire 4,411,765 shares of common stock in the reorganized Company with a strike price of $24.00 per common share and expiring 42 months after the Effective Date. · Unsecured Claims: Holders (the “Unsecured Noteholders”) of allowed claims arising under the Debtors’ 10.75% Senior Unsecured Notes due 2020 (the “2020 Notes Claims”), the holders of allowed claims arising under the 9.25% Senior Unsecured Notes due 2021 (the “2021 Notes Claims,” and together with the 2020 Notes Claims, the “Unsecured Notes Claims”), and the Holders of other general unsecured claims received their pro rata share of 1.25% of the equity in the form of common stock in the reorganized Company and warrants to acquire 2,213,789 shares of common stock in the reorganized Company (the “Unencumbered Assets Equity Distribution”) with a strike price of $46.00 per common share and expiring 42 months after the Effective Date. · Existing Equity: All existing equity interests of the Company were extinguished, and existing equity holders did not receive any consideration in respect of their equity interests. · New Equity: On the Effective Date, the Company issued 24,687,500 shares of common stock in the reorganized Company and will issue 312,500 additional common shares pursuant to the Plan in a future distribution. The total authorized capital stock of the reorganized Company consists of 250,000,000 shares of common stock and 50,000,000 shares of preferred stock. · Exit Facility: The Company’s Credit Facility, which was redetermined with a borrowing base of $170.0 million in April 2016, was superseded, pursuant to the Plan, by the Exit Facility. The Exit Facility has an initial borrowing base of $170.0 million with no borrowing base redeterminations to occur until April 2018 (provided certain conditions are met) and semiannual borrowing base redeterminations each year on April 1 and October 1 thereafter. The Exit Facility matures on September 30, 2020 with interest payable at LIBOR plus 4.50% per annum, subject to a 1.00% LIBOR floor. The Exit Facility is secured by first priority mortgages on at least 95.0% of the proved oil and gas reserves and all other oil and gas properties included in the most recently delivered reserve report, pledges of capital stock, a first priority security interest in the cash, cash equivalents, deposit, securities and other similar accounts, and a first-priority perfected security interest in substantially all other tangible and intangible assets (including but not limited to as-extracted collateral, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, real property and the proceeds of the foregoing). Until April 2018, unless the borrowing base is redetermined earlier, the amount available to be drawn under the Exit Facility is reduced by $40.0 million, and thereafter, the Company must maintain liquidity equal to at least 20.0% of the effective borrowing base. In connection therewith, on the the Effective Date, the Company made an additional payment of $40.0 million to lenders under its Exit Facility. In addition to the aforementioned liquidity covenant, the Exit Facility also contains various other financial covenants, including an EBITDA to interest expense coverage ratio limitation of 3.00:1.00, a ratio limitation of Total Net Indebtedness (as defined in the Exit Facility) to EBITDA of not more than 2.25:1.00 through April 1, 2018 and not more than 3.00:1.00 thereafter, and a capital expenditure limitation of $50.0 million for the 6 months ended December 31, 2016, $81.0 million for the year ended December 31, 2017, $85.0 million for the year ended December 31, 2018 and $78.0 million for the year ended December 31, 2019. The Exit Facility is also subject to a variety of other terms and conditions including conditions precedent to funding and various other covenants and representations and warranties. · Management Incentive Plan: A management equity incentive plan (the “MIP”) was established under which 10% of the equity in the reorganized Company (on a fully-diluted/fully-distributed basis) was reserved for grants to be made from time to time to the directors, officers, and other members of management of the reorganized Company. In accordance with the Plan, the reorganized Company’s new board of directors is made up of seven directors consisting of the President and Chief Executive Officer of the reorganized Company (Frederic F. Brace), one member of the Company’s pre-bankruptcy board of directors (Alan J. Carr, who will also serve as non-executive chairman of the Board), and five newly-appointed members selected by the holders of the Second Lien Notes Claims (Patrice Douglas, Neal P. Goldman, Todd R. Snyder, Michael S. Reddin, and Bruce H. Vincent). Fresh Start Accounting Upon emergence from the Chapter 11 Cases on the Effective Date, the Company will be required to apply fresh start accounting to its consolidated financial statements because (i) the holders of voting shares of the Company prior to the Effective Date received less than 50% of the voting shares of the Company following its emergence from the Chapter 11 Cases and (ii) the reorganization value of its assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. Under the principles of fresh start accounting, a new reporting entity was considered to be created upon emergence. The Company will allocate the reorganization value of the Company to its individual assets based on their estimated fair values as of that date. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the Company’s consolidated financial statements on and after the Effective Date will not be comparable with the Company’s consolidated financial statements prior to that date. Financial Statement Classification of Liabilities Subject to Compromise Liabilities subject to compromise represent liabilities incurred prior to the Petition Date which are affected by the Chapter 11 Cases. These amounts represent the Company’s allowed claims and its best estimate of claims expected to be allowed which will be resolved as part of the Chapter 11 Cases. Such claims remain subject to future adjustments and resolution of certain of these claims has and will extend beyond the Effective Date. Adjustments may result from negotiations, actions of the Bankruptcy Court, determination as to the value of any collateral securing claims or various other events. A difference between liability amounts estimated by the Company and claims filed by creditors will be investigated and the Bankruptcy Court will make a final determination of the amount of allowable claims. As of September 30, 2016 liabilities subject to compromise consist of the following: As of (in thousands) Debt: 2020 Senior Notes (including accrued interest as of the Petition Date) $ 2021 Senior Notes (including accrued interest as of the Petition Date) Second Lien Notes (including accrued interest as of the Petition Date) Third Lien Notes (including accrued interest as of the Petition Date) Total debt (including accrued interest as of the Petition Date) Accounts payable and accrued liabilities Total liabilities subject to compromise $ Interest Expense The Debtors discontinued recording interest on liabilities subject to compromise upon the Petition Date. Contractual interest on liabilities subject to compromise not reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2016 was approximately $47.6 million and $79.3 million, respectively, representing interest expense incurred subsequent to the Petition Date. Reorganization Items Reorganization items represent the direct and incremental costs of being in bankruptcy, such as professional fees, pre-petition liability claim adjustments and losses related to terminated contracts that are probable and can be estimated. Unamortized deferred financing costs as well as unamortized gains on the May 2015 troubled debt restructuring associated with debt classified as liabilities subject to compromise were also reclassified to reorganization items in order to reflect the expected amounts of allowed claims. Reorganization items consisted of the following for the three and nine months ended September 30, 2016: For the Three For the Nine (in thousands) Professional fees incurred (1) $ ) $ ) Adjustment to unamortized debt issuance costs associated with 2020 Senior Notes — ) Adjustment to unamortized debt issuance costs associated with 2021 Senior Notes — ) Adjustment to unamortized gain on troubled debt restructuring associated with Second Lien Notes — Adjustment to unamortized gain on troubled debt restructuring associated with Third Lien Notes — Other (2) Total reorganization items, net $ ) $ (1) Through September 30, 2016, the Company has incurred significant professional fees associated with various advisors engaged in the restructuring process. In addition, the Company paid certain advisors success fees upon its emergence from bankruptcy on October 21, 2016. Success fees of $7.3 million were earned on September 28, 2016, the Company’s bankruptcy confirmation date, and as such were accrued and included in the above table under the heading “professional fees incurred.” (2) Other reorganization items recorded in the third quarter of 2016 include $0.2 million related to Houston office fixed assets, which were abandoned, as well as a $1.6 million decrease in the liability previously recorded for the abandonment of the Houston office lease. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2016. The condensed consolidated financial statements for the quarter ended September 30, 2016 have been prepared in accordance with FASB ASC Topic 852, Reorganizations . This guidance requires that transactions and events directly associated with the Chapter 11 reorganization be distinguished from the ongoing operations of the business. In addition, the guidance provides for changes in the accounting for and presentation of liabilities. See “—Note 2. Chapter 11 Proceedings.” All intercompany transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying condensed consolidated financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. On the Effective Date, the Company emerged from the Chapter 11 Cases after completing all required actions and satisfying the remaining conditions to its Plan, which was confirmed by the Bankruptcy Court by an order entered on September 28, 2016. The Company cannot currently estimate the financial effect of its emergence from bankruptcy on its financial statements, although it expects to record material adjustments due to the Plan and the application of fresh start accounting guidance at the Effective Date. Recently Issued Standards Not Yet Adopted In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606) ” (“ASU 2014-09”). ASU 2014-09 provides guidance concerning the recognition and measurement of revenue from contracts with customers. The objective of ASU 2014-09 is to increase the usefulness of information in the financial statements regarding the nature, timing and uncertainty of revenues. ASU 2014-09 requires an entity to (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. ASU 2014-09 will be effective for the Company beginning on January 1, 2018, including interim periods within that reporting period, after considering the one year deferral provided by ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The standard permits the use of either the retrospective or cumulative effect transition method and early adoption is permitted. The Company has not selected a transition method and is evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for the Company beginning on January 1, 2019, including interim periods within that fiscal year. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, “ Compensation — Stock Compensation (Topic 718) ” (“ASU 2016-09”). ASU 2016-09 simplifies how certain aspects of share-based payments to employees are recorded. ASU 2016-09 requires that entities recognize the income tax effects of awards in the income statement when the awards vest or are settled, provides guidance on the classification of certain aspects of share-based payments on the statement of cash flows, changes the threshold for awards to qualify for equity classification, and allows an entity to make an accounting policy election to account for forfeitures when they occur. The new standard is effective for the Company beginning on January 1, 2017. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing existing diversity of practice. The eight specific cash flow issues contained within ASU 2016-15 are debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not believe the adoption of ASU 2016-15 will have a material impact on its cash flows. |
Risk Management and Derivative
Risk Management and Derivative Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Risk Management and Derivative Instruments | |
Risk Management and Derivative Instruments | 4. Risk Management and Derivative Instruments Revenue realized by the Company from the sale of its production is exposed to fluctuations in the prices for crude oil, NGLs and natural gas. The Company has historically utilized various types of derivative financial instruments, including swaps and collars, to reduce fluctuations in cash flows resulting from changes in commodity prices. Although the Company has entered into derivative financial instruments in the past, the Company currently has no derivatives in place. Commodity Derivative Contracts As of September 30, 2016 and December 31, 2015, the Company did not have any open commodity derivative contract positions. Gains on Commodity Derivative Contracts Historically, the Company has not designated its commodity derivative contracts as hedging instruments for financial reporting purposes. Accordingly, commodity derivative contracts are marked-to-market each quarter with the change in fair value during the periodic reporting period recognized in “Gains on commodity derivative contracts - net” within revenues in the unaudited condensed consolidated statements of operations. The following table presents net cash received for commodity derivative contracts and unrealized net losses recorded by the Company related to the change in the fair value of the derivative instruments in “Gains on commodity derivative contracts, net” for the periods presented: For the Three Months For the Nine Months 2016 2015 2016 2015 (in thousands) Net cash received for commodity derivative contracts $ — $ $ — $ Unrealized net losses — ) — ) Gains on commodity derivative contracts - net $ — $ $ — $ |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following as of the dates presented: September 30, 2016 December 31, 2015 (in thousands) Oil and gas properties, on the basis of full-cost accounting: Proved properties $ $ Unevaluated properties — — Other property and equipment Less accumulated depreciation, depletion, amortization and impairment ) ) Net property and equipment $ $ Oil and Gas Properties The Company capitalizes internal costs directly related to exploration and development activities to oil and gas properties. During the three and nine months ended September 30, 2016 and 2015, the Company capitalized the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Internal costs capitalized to oil and gas properties(1) $ $ $ $ (1) Inclusive of $0.1 million and $0.3 million of qualifying share-based compensation expense for the three months ended September 30, 2016 and 2015, respectively. For the nine months ended September 30, 2016 and 2015, inclusive of $0.5 million and $1.1 million, respectively. The Company accounts for its oil and gas properties under the full cost method. Under the full cost method, proceeds realized from the sale or disposition of oil and gas properties are accounted for as a reduction to capitalized costs unless a significant portion of the Company’s reserve quantities are sold such that it results in a significant alteration of the relationship between capitalized costs and remaining proved reserves, in which case a gain or loss is generally recognized in income. The Company performs a full-cost ceiling test on a quarterly basis. The test establishes a limit (ceiling) on the book value of the Company’s oil and gas properties. The capitalized costs of oil and gas properties, net of accumulated depreciation, depletion, amortization and impairment (DD&A) and the related deferred income taxes, may not exceed this “ceiling.” The ceiling limitation is equal to the sum of: (i) the present value of estimated future net revenues from the projected production of proved oil and gas reserves, excluding future cash outflows associated with settling asset retirement obligations accrued on the balance sheet, calculated using the average oil and natural gas sales price received by the Company as of the first trading day of each month over the preceding twelve months (such prices held constant throughout the life of the properties) and a discount factor of 10%; (ii) the cost of unproved and unevaluated properties excluded from the costs being amortized; (iii) the lower of cost or estimated fair value of unproved properties included in the costs being amortized; and (iv) related income tax effects. If capitalized costs exceed this ceiling, the excess is charged to expense in the accompanying consolidated statements of operations. For the three and nine months ended September 30, 2016, capitalized costs exceeded the ceiling and the Company recorded an impairment of oil and gas properties of $33.9 million and $224.6 million, respectively. The comparable three and nine month periods ended September 30, 2015 included impairments of oil and gas properties of $486.9 million and $1.2 billion, respectively. These impairments were primarily the result of continued low commodity prices, which resulted in a reduction of the discounted present value of the Company’s proved oil and natural gas reserves. Depreciation, depletion and amortization is calculated using the Units of Production Method (“UOP”). The UOP calculation multiplies the percentage of estimated proved reserves produced by the cost of those reserves. The result is to recognize expense at the same pace that the reservoirs are estimated to be depleting. The amortization base in the UOP calculation includes the sum of proved property costs net of accumulated depreciation, depletion, amortization and impairment, estimated future development costs (future costs to access and develop proved reserves) and asset retirement costs that are not already included in oil and gas property, less related salvage value. The following table presents depletion expense related to oil and gas properties for the three and nine months ended September 30, 2016 and 2015, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 2016 2015 2016 2015 (in thousands) (per Boe) (in thousands) (per Boe) Depletion expense $ $ $ $ $ $ $ $ Depreciation on other property Depreciation, depletion, and amortization $ $ $ $ $ $ $ $ Other Property and Equipment Other property and equipment consists of vehicles, furniture and fixtures, and computer hardware and software and are carried at cost. Depreciation is calculated principally using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. Maintenance and repairs are charged to expense as incurred, while renewals and betterments are capitalized. |
Other Noncurrent Assets
Other Noncurrent Assets | 9 Months Ended |
Sep. 30, 2016 | |
Other Noncurrent Assets | |
Other Noncurrent Assets | 6. Other Noncurrent Assets The following table presents the components of other noncurrent assets as of the dates presented: September 30, 2016 December 31, 2015 (in thousands) Deferred financing costs associated with the Credit Facility $ — $ Field inventory Other Other noncurrent assets $ $ During the nine months ended September 30, 2016, approximately $1.8 million in deferred financing costs associated with the Credit Facility were impaired. In addition, deferred financing costs associated with the Credit Facility were reclassified from other noncurrent assets to other current assets subsequent to December 31, 2015, consistent with the balance sheet classification of outstanding borrowings under the Credit Facility. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities | |
Accrued Liabilities | 7. Accrued Liabilities The following table presents the components of accrued liabilities as of the dates presented: September 30, 2016 December 31, 2015 (in thousands) Accrued oil and gas capital expenditures $ $ Accrued revenue and royalty distributions Accrued lease operating and workover expense Accrued interest Accrued taxes Accrued professional fees associated with restructuring — Compensation and benefit related accruals Accrued claims and contingencies Prepayments from joint interest partners Other Accrued liabilities $ $ |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2016 | |
Asset Retirement Obligations | |
Asset Retirement Obligations | 8. Asset Retirement Obligations Asset Retirement Obligations (“AROs”) represent the estimated future abandonment costs of tangible assets, such as wells, service assets and other facilities. The estimated fair value of the ARO at inception is capitalized as part of the carrying amount of the related long-lived assets. The following table reflects the changes in the Company’s AROs for the periods presented: Nine Months Nine Months September 30, 2016 September 30, 2015 (in thousands) Asset retirement obligations — beginning of period $ $ Liabilities incurred Revisions — — Liabilities settled ) — Liabilities eliminated through asset sales — ) Current period accretion expense Asset retirement obligations — end of period $ $ |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt | |
Debt | 9. Debt The Company’s filing of the Bankruptcy Petitions, described in Note 2 herein, constituted an event of default that accelerated the Company’s obligations under the Credit Facility, the Second Lien Notes, the Third Lien Notes and the Senior Notes. As a result of the filing of the Bankruptcy Petitions, subject to certain limited exceptions, the lenders under the Credit Facility, the holders of the Second Lien Notes, the holders of the Third Lien Notes and the holders of the Senior Notes were stayed from taking any actions against the Company as a result of these defaults. On the Effective Date, the Second Lien Notes were exchanged for a cash payment of $60.0 million and 96.25% of the equity in the reorganized Company, and the Third Lien Notes and Senior Notes were exchanged for a combination of equity in the form of common stock of the reorganized Company and warrants to acquire additional common shares of the reorganized Company. Additionally, the Company paid down $81.3 million owed under the Credit Facility. See “—Note 2. Chapter 11 Proceedings” for more discussion regarding the Chapter 11 Cases. As of the dates presented, the Company’s debt, not including debt instruments classified as liabilities subject to compromise, consisted of the following: Principal Unamortized Deferred Unamortized Debt Total September 30, December September 30, December September 30, December September 30, December (in thousands) Credit Facility(1) $ $ — $ — $ — $ — $ — $ $ — 2020 Senior Notes(2) — — — — ) — 2021 Senior Notes(2) — — — — ) — Second Lien Notes(2) — — — — — Third Lien Notes(2) — — — — — Total debt $ $ $ — $ $ — $ ) $ $ (1) As a result of the Company’s Chapter 11 filing, borrowings outstanding under the Company’s Credit Facility are classified as current at September 30, 2016 and December 31, 2015. (2) Principal amount as of the Petition Date has been reclassified to liabilities subject to compromise. See “—Note 2. Chapter 11 Proceedings.” Reclassification of Senior and Secured Notes The principal amount of the Company’s 2020 Senior Notes outstanding of $293.6 million, 2021 Senior Notes outstanding of $347.7 million, Second Lien Notes of $625.0 million, and Third Lien Notes of $529.7 million are included in liabilities subject to compromise in the condensed consolidated balance sheet as of September 30, 2016. See “—Note 2. Chapter 11 Proceedings” for further information. Reserve-based Credit Facility At September 30, 2016, the Company maintained a $750.0 million Credit Facility with a borrowing base of $170.0 million. As a result of the semiannual redetermination on April 1, 2016, the borrowing base was reduced by $82.0 million from the previous borrowing base of $252.0 million. As of April 1, 2016, the Company had approximately $252.0 million in aggregate outstanding obligations under the Credit Facility, including outstanding letters of credit, resulting in a borrowing base deficiency of approximately $82.0 million which had not been cured as of September 30, 2016. The Company’s filing of the Bankruptcy Petitions described in Note 2 herein constituted an event of default that accelerated the Company’s obligations under the Credit Facility. In addition, various other defaults existed prior to the filing of the Bankruptcy Petitions, including the failure to receive an unqualified auditor’s opinion in relation to the 2015 consolidated financial statements, the failure to make required interest payments on the 2020 Senior Notes and the failure to cure the borrowing base deficiency of the Credit Facility. As discussed in “—Note 2. Chapter 11 Proceedings” herein, on the Effective Date, the existing Credit Facility was amended and the Company entered into the Exit Facility among the Company, as borrower, and the lenders under the existing Credit Facility as lenders. The Exit Facility has an initial borrowing base of $170.0 million with no borrowing base redeterminations to occur until April 2018 (provided certain conditions are met) and semiannual borrowing base redeterminations thereafter. The Exit Facility matures on September 30, 2020 with interest payable at LIBOR plus 4.50% per annum, subject to a 1.00% LIBOR floor. Additionally, at the Effective Date, the Company made a permanent pay down of $81.3 million to the lenders under the Credit Facility. Until April 2018, unless the borrowing base is redetermined earlier, the amount available to be drawn under the Exit Facility is reduced by $40.0 million, and thereafter, the Company must maintain liquidity equal to at least 20.0% of the effective borrowing base. In connection therewith, on the the Effective Date, the Company made an additional payment of $40.0 million to lenders under its Exit Facility. In addition to the aforementioned liquidity covenant, the Exit Facility also contains various other financial covenants, including an EBITDA to interest expense coverage ratio limitation of 3.00:1.00, a ratio limitation of Total Net Indebtedness (as defined in the Exit Facility) to EBITDA of not more than 2.25:1.00 through April 1, 2018 and not more than 3.00:1.00 thereafter, and a capital expenditure limitation of $50.0 million for the 6 months ended December 31, 2016, $81.0 million for the year ended December 31, 2017, $85.0 million for the year ended December 31, 2018 and $78.0 million for the year ended December 31, 2019. The Exit Facility is also subject to a variety of other terms and conditions including conditions precedent to funding and various other covenants and representations and warranties. 2020 Senior Notes On October 1, 2012, the Company issued $600.0 million in aggregate principal amount of 2020 Senior Notes, conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). In October 2013, these notes were exchanged for an equal principal amount of identical registered notes. In May 2015 and June 2015, a total of $306.4 million aggregate principal amount of 2020 Senior Notes were exchanged for Third Lien Notes. As a result, $293.6 million of 2020 Senior Notes remained outstanding at September 30, 2016 and are included in liabilities subject to compromise in the condensed consolidated balance sheet as of September 30, 2016. On April 1, 2016, the Company elected to forego payment with respect to an approximately $15.8 million interest payment due on the 2020 Notes, which, after the expiration of the 30 day grace period, resulted in an event of default. The Company’s filing of the Bankruptcy Petitions described in Note 2 herein constituted an event of default that accelerated the Company’s obligations under the 2020 Senior Notes. In addition, various other defaults existed prior to the filing of the Bankruptcy Petitions, including the failure to receive an unqualified auditor’s opinion in relation to the 2015 consolidated financial statements, the failure to make required interest payments on the 2020 Senior Notes and the failure to cure the borrowing base deficiency of the Credit Facility. On the Effective Date, the obligations of the Company with respect to the 2020 Senior Notes were cancelled and holders of the 2020 Senior Notes received their agreed upon pro-rata share of the Unencumbered Assets Equity Distribution. See “—Note 2. Chapter 11 Proceedings” for more discussion. 2021 Senior Notes On May 31, 2013, the Company issued $700.0 million in aggregate principal amount of 2021 Senior Notes. In October 2013, these notes were exchanged for an equal principal amount of identical registered notes. In May and June 2015, a total of $352.3 million aggregate principal amount of 2021 Senior Notes were exchanged for Third Lien Notes. As a result, $347.7 million of 2021 Senior Notes remain outstanding at September 30, 2016 and are included in liabilities subject to compromise in the condensed consolidated balance sheet as of September 30, 2016. The Company’s filing of the Bankruptcy Petitions described in Note 2 herein constituted an event of default that accelerated the Company’s obligations under the 2021 Senior Notes. In addition, various other defaults existed prior to the filing of the Bankruptcy Petitions, including the failure to receive an unqualified auditor’s opinion in relation to the 2015 consolidated financial statements, the failure to make required interest payments on the 2020 Senior Notes and the failure to cure the borrowing base deficiency of the Credit Facility. On the Effective Date, the obligations of the Company with respect to the 2021 Senior Notes were cancelled and holders of the 2021 Senior Notes received their agreed-upon pro-rata share of the Unencumbered Assets Equity Distribution. See “—Note 2. Chapter 11 Proceedings” for more discussion. Second Lien Notes On May 21, 2015, the Company issued and sold $625.0 million aggregate principal amount of Second Lien Notes, in a private placement conducted pursuant to Rule 144A under the Securities Act. In November 2015, these notes were exchanged for an equal principal amount of identical registered notes. The outstanding balance of $625.0 million is included in liabilities subject to compromise in the condensed consolidated balance sheet as of September 30, 2016. The Company’s filing of the Bankruptcy Petitions described in Note 2 herein constituted an event of default that accelerated the Company’s obligations under the Second Lien Notes. In addition, various other defaults existed prior to the filing of the Bankruptcy Petitions, including the failure to receive an unqualified auditors’ opinion in relation to the 2015 consolidated financial statements, the failure to make required interest payments on the 2020 Senior Notes and the failure to cure the borrowing base deficiency of the Credit Facility. On the Effective Date, the obligations of the Company with respect to the Second Lien Notes were cancelled and holders of the Second Lien Notes received a cash payment of $60.0 million as well as their agreed-upon pro-rata share of equity in the reorganized Company. See “—Note 2. Chapter 11 Proceedings” for more discussion. Third Lien Notes On May 21, 2015 and June 2, 2015, the Company issued approximately $504.1 million and $20.0 million, respectively, in aggregate principal amount of Third Lien Notes in a private placement and in exchange for an aggregate $306.4 million of the 2020 Senior Notes and $352.3 million of the 2021 Senior Notes. In November 2015, these notes were exchanged for an equal principal amount of identical registered notes. The outstanding balance of $529.7 million is included in liabilities subject to compromise in the condensed consolidated balance sheet as of September 30, 2016. The Company’s filing of the Bankruptcy Petitions described in Note 2 herein constituted an event of default that accelerated the Company’s obligations under the Third Lien Notes. In addition, various other defaults existed prior to the filing of the Bankruptcy Petitions, including the failure to receive an unqualified auditor’s opinion in relation to the 2015 consolidated financial statements, the failure to make required interest payments on the 2020 Senior Notes and the failure to cure the borrowing base deficiency of the Credit Facility. On the Effective Date, the obligations of the Company with respect to the Third Lien Notes were cancelled and holders of the Third Lien Notes received their agreed upon pro-rata share of equity and warrants in the reorganized Company as set forth in the Second/Third Lien Plan Settlement embodied in the Plan. See “—Note 2. Chapter 11 Proceedings” for more discussion. |
Equity and Share-Based Compensa
Equity and Share-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Equity and Share-Based Compensation | |
Equity and Share-Based Compensation | 10. Equity and Share-Based Compensation Impact of Bankruptcy Proceedings At the Effective Date, the Company’s current common stock was cancelled and new common stock of the reorganized Company was issued. At the Effective Date, the Company issued 24,687,500 shares of common stock in the reorganized Company, 4,411,765 warrants with a strike price of $24.00 per common share of the reorganized Company and 2,213,789 warrants with a strike price of $46.00 per common share of the reorganized Company. The total authorized capital stock of the reorganized Company consists of 250,000,000 shares of common stock and 50,000,000 shares of preferred stock. The Company’s share-based compensation awards that remained unvested at the Effective Date were also cancelled upon the Company’s emergence from the Chapter 11 Cases. The cancellation of these share-based compensation awards will result in the recognition of expense on the date of cancellation to record any previously unamortized expense related to the awards. Also at the Effective Date, the Company’s 2012 Long Term Incentive Plan (the “2012 LTIP”) was replaced by the Company’s 2016 Long Term Incentive Plan (the “2016 LTIP”). The types of awards that may be granted under the 2016 LTIP include stock options, restricted stock units, restricted stock, performance awards and other forms of awards granted or denominated in shares of common stock of the reorganized Company, as well as certain cash-based awards. The terms of each award are as determined by the Compensation Committee of the Board of Directors. A total of 3,513,590 shares of common stock of the reorganized Company are reserved for issuance under the 2016 LTIP as equity-based awards to employees, directors and certain other persons. At the Effective Date, a total of 1,327,192 awards were made consisting of 628,468 options to employees, 628,468 restricted stock units to employees, 57,856 restricted stock units to non-employee directors and 12,400 unrestricted shares of common stock to employees and non-employee directors. Options and restricted stock units granted to employees, excluding the 12,400 unrestricted shares of common stock in the reorganized Company granted to employees and non-employee directors, vest in four installments: 1/6 will vest on the six-month anniversary of the Effective Date, an additional 1/6 will vest on the twelve-month anniversary of the Effective Date, an additional 1/3 will vest on the twenty four-month anniversary of the Effective Date and the final 1/3 will vest on the thirty six-month anniversary of the Effective Date. The awards are subject to accelerated vesting in the event a recipient’s employment is terminated prior to the vesting date by the Company without “Cause” or by the participant with “Good Reason” (each, as defined in the 2016 LTIP) or due to the participant’s death or disability. Restricted stock units granted to non-employee directors vest on December 31, 2017. Common Shares Share Activity The following table summarizes changes in the number of outstanding shares during the nine months ended September 30, 2016: Number of Shares Common Treasury Share count as of December 31, 2015 ) Grants of restricted stock — — Forfeitures of restricted stock ) — Acquisition of treasury stock — ) Share count as of September 30, 2016 ) Share-based Compensation Non-vested Stock Awards At September 30, 2016, the Company had 108,421 non-vested shares of restricted common stock to directors, management and employees outstanding pursuant to the 2012 LTIP. The following table summarizes the Company’s non-vested share award activity for the nine months ended September 30, 2016: Shares Non-vested shares outstanding at December 31, 2015 Granted — Vested ) Forfeited ) Non-vested shares outstanding at September 30, 2016 Unrecognized expense, adjusted for estimated forfeitures, as of September 30, 2016 for all outstanding restricted stock awards was $1.3 million and will be recognized on the Effective Date. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes | |
Income Taxes | 11. Income Taxes For the nine months ended September 30, 2016, we recorded no income tax expense or benefit. The significant difference between our effective tax rate and the federal statutory income tax rate of 35% is primarily due to the effect of changes in the Company’s valuation allowance. During the nine months ended September 30, 2016, the Company recorded $70.9 million in additional valuation allowance in light of the impairment of oil and gas properties and the settlement of certain hedging contracts that existed at December 31, 2015, bringing the total valuation allowance to $766.0 million at September 30, 2016. A valuation allowance has been recorded as management does not believe that it is more-likely-than-not that its deferred tax assets are realizable. The Company expects to incur a tax loss in the current year due to the flexibility in deducting or capitalizing current year intangible drilling costs; thus no current income taxes are anticipated to be paid. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Loss Per Share | |
Loss Per Share | 12. Loss Per Share Upon the Effective Date, as discussed in Note 2 herein, the Company’s current stock was cancelled and new common stock and warrants of the reorganized Company were issued. The earnings per share amounts disclosed below would have been materially different if the emergence from the Chapter 11 Cases had occurred before the end of the current period. Prior to conversion on September 30, 2015, the Company’s Series A Preferred Stock had the nonforfeitable right to participate on an as converted basis at the conversion rate then in effect in any common stock dividends declared and as such, was considered a participating security. The Company’s nonvested stock awards, which were granted as part of the 2012 LTIP, contain nonforfeitable rights to dividends and as such, are considered to be participating securities and, together with the Series A Preferred Stock, are included in the computation of basic and diluted earnings per share, pursuant to the two class method. In the calculation of basic earnings per share attributable to common shareholders, participating securities are allocated earnings based on actual dividend distributions received plus a proportionate share of undistributed net income attributable to common shareholders, if any, after recognizing distributed earnings. The Company’s participating securities do not participate in undistributed net losses because they are not contractually obligated to do so. The computation of diluted earnings per share attributable to common shareholders reflects the potential dilution that could occur if securities or other contracts to issue common shares that are dilutive were exercised or converted into common shares (or resulted in the issuance of common shares) and would then share in the earnings of the Company. During the periods in which the Company records a loss from continuing operations attributable to common shareholders, securities would not be dilutive to net loss per share and conversion into common shares is assumed to not occur. Diluted net earnings/(loss) per share attributable to common shareholders is calculated under both the two-class method and the treasury stock method; the more dilutive of the two calculations is presented below. The following table (in thousands, except per share amounts) provides a reconciliation of net loss to common shareholders for purposes of computing net loss per share as of the dates presented: Three Months Nine Months 2016 2015 2016 2015 (in thousands) Net loss $ ) $ ) $ ) $ ) Preferred stock dividend — ) — ) Net loss attributable to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Basic and Diluted Net Loss per common share $ ) $ ) $ ) $ ) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions First Reserve Corporation, which as of September 30, 2016, owned an economic interest in the Company through FR Midstates Interholding LP, also owned an economic interest in Dixie Electric. For the three and nine months ended September 30, 2016, the Company paid approximately $0.6 million and $1.7 million, respectively, for electrical equipment and related services from Dixie Electric. No transactions with Dixie Electric occurred in the comparable 2015 periods. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies Litigation The Company is involved in various matters incidental to its operations and business that might give rise to a loss contingency. These matters may include legal and regulatory proceedings, commercial disputes, claims from royalty, working interest and surface owners, property damage and personal injury claims and environmental authorities or other matters. In addition, the Company may be subject to customary audits by governmental authorities regarding the payment and reporting of various taxes, governmental royalties and fees as well as compliance with unclaimed property (escheatment) requirements and other laws. Further, other parties with an interest in wells operated by the Company have the ability under various contractual agreements to perform audits of its joint interest billing practices. The Company vigorously defends itself in these matters. If the Company determines that an unfavorable outcome or loss of a particular matter is probable and the amount of the loss can be reasonably estimated, it accrues a liability for the contingent obligation. As new information becomes available or as a result of legal or administrative rulings in similar matters or a change in applicable law, the Company’s conclusions regarding the probability of outcomes and the amount of estimated loss, if any, may change. The impact of subsequent changes to the Company’s accruals could have a material effect on its results of operations. As of September 30, 2016 and December 31, 2015, the Company’s accrual for all loss contingencies was approximately $1.1 million. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2016. The condensed consolidated financial statements for the quarter ended September 30, 2016 have been prepared in accordance with FASB ASC Topic 852, Reorganizations . This guidance requires that transactions and events directly associated with the Chapter 11 reorganization be distinguished from the ongoing operations of the business. In addition, the guidance provides for changes in the accounting for and presentation of liabilities. See “—Note 2. Chapter 11 Proceedings.” All intercompany transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying condensed consolidated financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. On the Effective Date, the Company emerged from the Chapter 11 Cases after completing all required actions and satisfying the remaining conditions to its Plan, which was confirmed by the Bankruptcy Court by an order entered on September 28, 2016. The Company cannot currently estimate the financial effect of its emergence from bankruptcy on its financial statements, although it expects to record material adjustments due to the Plan and the application of fresh start accounting guidance at the Effective Date. |
Recently Issued Standards Not Yet Adopted | Recently Issued Standards Not Yet Adopted In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606) ” (“ASU 2014-09”). ASU 2014-09 provides guidance concerning the recognition and measurement of revenue from contracts with customers. The objective of ASU 2014-09 is to increase the usefulness of information in the financial statements regarding the nature, timing and uncertainty of revenues. ASU 2014-09 requires an entity to (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. ASU 2014-09 will be effective for the Company beginning on January 1, 2018, including interim periods within that reporting period, after considering the one year deferral provided by ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The standard permits the use of either the retrospective or cumulative effect transition method and early adoption is permitted. The Company has not selected a transition method and is evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for the Company beginning on January 1, 2019, including interim periods within that fiscal year. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, “ Compensation — Stock Compensation (Topic 718) ” (“ASU 2016-09”). ASU 2016-09 simplifies how certain aspects of share-based payments to employees are recorded. ASU 2016-09 requires that entities recognize the income tax effects of awards in the income statement when the awards vest or are settled, provides guidance on the classification of certain aspects of share-based payments on the statement of cash flows, changes the threshold for awards to qualify for equity classification, and allows an entity to make an accounting policy election to account for forfeitures when they occur. The new standard is effective for the Company beginning on January 1, 2017. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing existing diversity of practice. The eight specific cash flow issues contained within ASU 2016-15 are debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not believe the adoption of ASU 2016-15 will have a material impact on its cash flows. |
Chapter 11 Proceedings (Tables)
Chapter 11 Proceedings (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Chapter 11 Proceedings | |
Schedule of components of liabilities subject to compromise | As of (in thousands) Debt: 2020 Senior Notes (including accrued interest as of the Petition Date) $ 2021 Senior Notes (including accrued interest as of the Petition Date) Second Lien Notes (including accrued interest as of the Petition Date) Third Lien Notes (including accrued interest as of the Petition Date) Total debt (including accrued interest as of the Petition Date) Accounts payable and accrued liabilities Total liabilities subject to compromise $ |
Schedule of reorganization items | For the Three For the Nine (in thousands) Professional fees incurred (1) $ ) $ ) Adjustment to unamortized debt issuance costs associated with 2020 Senior Notes — ) Adjustment to unamortized debt issuance costs associated with 2021 Senior Notes — ) Adjustment to unamortized gain on troubled debt restructuring associated with Second Lien Notes — Adjustment to unamortized gain on troubled debt restructuring associated with Third Lien Notes — Other (2) Total reorganization items, net $ ) $ (1) Through September 30, 2016, the Company has incurred significant professional fees associated with various advisors engaged in the restructuring process. In addition, the Company paid certain advisors success fees upon its emergence from bankruptcy on October 21, 2016. Success fees of $7.3 million were earned on September 28, 2016, the Company’s bankruptcy confirmation date, and as such were accrued and included in the above table under the heading “professional fees incurred.” (2) Other reorganization items recorded in the third quarter of 2016 include $0.2 million related to Houston office fixed assets, which were abandoned, as well as a $1.6 million decrease in the liability previously recorded for the abandonment of the Houston office lease. |
Risk Management and Derivativ25
Risk Management and Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Risk Management and Derivative Instruments | |
Schedule of net cash received for commodity derivative contracts and unrealized net losses related to the change in fair value of derivative instruments - net for the periods | For the Three Months For the Nine Months 2016 2015 2016 2015 (in thousands) Net cash received for commodity derivative contracts $ — $ $ — $ Unrealized net losses — ) — ) Gains on commodity derivative contracts - net $ — $ $ — $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property and Equipment | |
Schedule of property and equipment | September 30, 2016 December 31, 2015 (in thousands) Oil and gas properties, on the basis of full-cost accounting: Proved properties $ $ Unevaluated properties — — Other property and equipment Less accumulated depreciation, depletion, amortization and impairment ) ) Net property and equipment $ $ |
Schedule of internal costs capitalized | The Company capitalizes internal costs directly related to exploration and development activities to oil and gas properties. During the three and nine months ended September 30, 2016 and 2015, the Company capitalized the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Internal costs capitalized to oil and gas properties(1) $ $ $ $ (1) Inclusive of $0.1 million and $0.3 million of qualifying share-based compensation expense for the three months ended September 30, 2016 and 2015, respectively. For the nine months ended September 30, 2016 and 2015, inclusive of $0.5 million and $1.1 million, respectively. |
Schedule of depletion expense related to oil and gas properties | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 2016 2015 2016 2015 (in thousands) (per Boe) (in thousands) (per Boe) Depletion expense $ $ $ $ $ $ $ $ Depreciation on other property Depreciation, depletion, and amortization $ $ $ $ $ $ $ $ |
Other Noncurrent Assets (Tables
Other Noncurrent Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Noncurrent Assets | |
Schedule of the components of other noncurrent assets | September 30, 2016 December 31, 2015 (in thousands) Deferred financing costs associated with the Credit Facility $ — $ Field inventory Other Other noncurrent assets $ $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities | |
Schedule of the components of accrued liabilities | September 30, 2016 December 31, 2015 (in thousands) Accrued oil and gas capital expenditures $ $ Accrued revenue and royalty distributions Accrued lease operating and workover expense Accrued interest Accrued taxes Accrued professional fees associated with restructuring — Compensation and benefit related accruals Accrued claims and contingencies Prepayments from joint interest partners Other Accrued liabilities $ $ |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Asset Retirement Obligations | |
Schedule of changes in the Company's AROs | Nine Months Nine Months September 30, 2016 September 30, 2015 (in thousands) Asset retirement obligations — beginning of period $ $ Liabilities incurred Revisions — — Liabilities settled ) — Liabilities eliminated through asset sales — ) Current period accretion expense Asset retirement obligations — end of period $ $ |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt | |
Schedule of debt, not including debt instruments classified as liabilities subject to compromise | Principal Unamortized Deferred Unamortized Debt Total September 30, December September 30, December September 30, December September 30, December (in thousands) Credit Facility(1) $ $ — $ — $ — $ — $ — $ $ — 2020 Senior Notes(2) — — — — ) — 2021 Senior Notes(2) — — — — ) — Second Lien Notes(2) — — — — — Third Lien Notes(2) — — — — — Total debt $ $ $ — $ $ — $ ) $ $ (1) As a result of the Company’s Chapter 11 filing, borrowings outstanding under the Company’s Credit Facility are classified as current at September 30, 2016 and December 31, 2015. (2) Principal amount as of the Petition Date has been reclassified to liabilities subject to compromise. See “—Note 2. Chapter 11 Proceedings.” |
Equity and Share-Based Compen31
Equity and Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity and Share-Based Compensation | |
Summary of changes in the number of outstanding shares | Number of Shares Common Treasury Share count as of December 31, 2015 ) Grants of restricted stock — — Forfeitures of restricted stock ) — Acquisition of treasury stock — ) Share count as of September 30, 2016 ) |
Summary of Company's non-vested share award activity | Shares Non-vested shares outstanding at December 31, 2015 Granted — Vested ) Forfeited ) Non-vested shares outstanding at September 30, 2016 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Loss Per Share | |
Schedule of reconciliation of net loss to common shareholders for purposes of computing net loss per share | The following table (in thousands, except per share amounts) provides a reconciliation of net loss to common shareholders for purposes of computing net loss per share as of the dates presented: Three Months Nine Months 2016 2015 2016 2015 (in thousands) Net loss $ ) $ ) $ ) $ ) Preferred stock dividend — ) — ) Net loss attributable to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Basic and Diluted Net Loss per common share $ ) $ ) $ ) $ ) |
Organization and Business (Deta
Organization and Business (Details) | 9 Months Ended |
Sep. 30, 2016item | |
Segment information | |
Number of reportable segments | 1 |
Chapter 11 Proceedings (Details
Chapter 11 Proceedings (Details) $ / shares in Units, $ in Millions | Oct. 21, 2016USD ($)item$ / sharesshares | Sep. 30, 2016shares | Dec. 31, 2015shares |
Plan Support Agreement | |||
Common stock, shares issued | shares | 10,914,780 | 10,962,105 | |
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | |
Preferred stock, shares authorized | shares | 49,675,000 | 49,675,000 | |
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | |||
Plan Support Agreement | |||
Common stock, shares issued | shares | 24,687,500 | ||
Common stock, shares authorized | shares | 250,000,000 | ||
Number of shares available for future issuance | shares | 312,500 | ||
Preferred stock, shares authorized | shares | 50,000,000 | ||
Management equity incentive plan (as a percent) | 10.00% | ||
Number of directors on the new Board of Directors | item | 7 | ||
Number of directors from the pre-bankruptcy board of directors | item | 1 | ||
Number of directors newly appointed | item | 5 | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Second lien notes | |||
Plan Support Agreement | |||
Permanent pay-down | $ | $ 60 | ||
Equity allocated to holders of debtors | 96.25% | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Third lien notes | |||
Plan Support Agreement | |||
Equity allocated to holders of debtors | 2.50% | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Unsecured Note | |||
Plan Support Agreement | |||
Equity allocated to holders of debtors | 1.25% | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Senior Unsecured Notes Due 2020 | |||
Plan Support Agreement | |||
Effective interest rate (as a percent) | 10.75% | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Senior Unsecured Notes Due 2021 | |||
Plan Support Agreement | |||
Effective interest rate (as a percent) | 9.25% | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Warrant A | Third lien notes | |||
Plan Support Agreement | |||
Warrants to acquire common stock shares (in shares) | shares | 4,411,765 | ||
Warrant strike price (in dollars per share) | $ / shares | $ 24 | ||
Warrants expiration term | 42 months | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Warrant B | Unsecured Note | |||
Plan Support Agreement | |||
Warrants to acquire common stock shares (in shares) | shares | 2,213,789 | ||
Warrant strike price (in dollars per share) | $ / shares | $ 46 | ||
Warrants expiration term | 42 months | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Exit Facility | |||
Plan Support Agreement | |||
Permanent pay-down | $ | $ 81.3 | ||
Anticipated borrowing base after emergence from bankruptcy | $ | $ 170 | ||
Percentage of first priority mortgages to secure anticipated Exit Facility | 95.00% | ||
Additional borrowing base redeterminations at company request per 6 month period following each scheduled borrowing base redetermination | item | 0 | ||
Reduction of borrowing base under the Exit Facility | $ | $ 40 | ||
Additional payment to lenders | $ | $ 40 | ||
EBITDA to interest expense coverage ratio | 3 | ||
Capital expenditure limitation for the 6 months ended December 31, 2016 | $ | $ 50 | ||
Capital expenditure limitation for the year ended December 31, 2017 | $ | 81 | ||
Capital expenditure limitation for the year ended December 31, 2018 | $ | 85 | ||
Capital expenditure limitation for the year ended December 31, 2019 | $ | $ 78 | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Exit Facility | Minimum | |||
Plan Support Agreement | |||
Liquidity of the Company (as a percent) | 20 | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Exit Facility | Maximum | |||
Plan Support Agreement | |||
Total net indebtedness to EBITDA | 2.25 | ||
Total net indebtedness to EBITDA after April 1, 2018 | 3 | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Exit Facility | LIBOR Loans | |||
Plan Support Agreement | |||
Variable interest payable | 4.50% | ||
LIBOR floor rate | 1.00% |
Chapter 11 Proceedings -Reorgan
Chapter 11 Proceedings -Reorganization items (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 28, 2016 | Sep. 30, 2016 | Sep. 30, 2016 |
Liabilities subject to compromise | ||||
Accounts payable and accrued liabilities | $ 1,920 | $ 1,920 | $ 1,920 | |
Total liabilities subject to compromise | 1,882,187 | 1,882,187 | 1,882,187 | |
Interest Expense | ||||
Contractual interest on liabilities subject to compromise | 47,600 | 79,300 | ||
Reorganization items | ||||
Total reorganization items, net | 22,772 | (57,764) | ||
Liabilities subject to compromise | ||||
Liabilities subject to compromise | ||||
Debt | 1,880,267 | 1,880,267 | 1,880,267 | |
Second lien notes | Liabilities subject to compromise | ||||
Liabilities subject to compromise | ||||
Debt | 651,042 | 651,042 | 651,042 | |
Third lien notes | Liabilities subject to compromise | ||||
Liabilities subject to compromise | ||||
Debt | 556,136 | 556,136 | 556,136 | |
Senior Notes Due 2020 | Liabilities subject to compromise | ||||
Liabilities subject to compromise | ||||
Debt | 312,039 | 312,039 | 312,039 | |
Senior Notes Due 2021 | Liabilities subject to compromise | ||||
Liabilities subject to compromise | ||||
Debt | 361,050 | 361,050 | 361,050 | |
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | ||||
Reorganization items | ||||
Professional fees incurred | (24,131) | (31,593) | ||
Other2 | 1,359 | 1,359 | ||
Total reorganization items, net | $ (22,772) | 57,764 | ||
Advisors success fees | $ 7,300 | |||
Other- Houston office fixed assets | 200 | |||
Other- decrease in liability for Houston office lease | $ 1,600 | |||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Second lien notes | ||||
Reorganization items | ||||
Adjustment to unamortized gain on troubled debt restructuring associated with Lien Notes | 39,599 | |||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Third lien notes | ||||
Reorganization items | ||||
Adjustment to unamortized gain on troubled debt restructuring associated with Lien Notes | 71,808 | |||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Senior Notes Due 2020 | ||||
Reorganization items | ||||
Adjustment to unamortized debt issuance costs associated with Senior Notes | (10,738) | |||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Senior Notes Due 2021 | ||||
Reorganization items | ||||
Adjustment to unamortized debt issuance costs associated with Senior Notes | $ (12,671) |
Risk Management and Derivativ36
Risk Management and Derivative Instruments - Gain Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Gains on Commodity Derivative Contracts | ||
Net cash received for commodity derivative contracts | $ (129,105) | |
Gains on commodity derivative contracts - net | $ 33,368 | 35,447 |
Not designated as Hedging Instrument | ||
Gains on Commodity Derivative Contracts | ||
Net cash received for commodity derivative contracts | 34,307 | 129,105 |
Unrealized net losses | (939) | (93,658) |
Gains on commodity derivative contracts - net | $ 33,368 | $ 35,447 |
Property and Equipment (Details
Property and Equipment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($)$ / Boe | Sep. 30, 2015USD ($)$ / Boe | Sep. 30, 2016USD ($)$ / Boe | Sep. 30, 2015USD ($)$ / Boe | Dec. 31, 2015USD ($) | |
Property and equipment | |||||
Proved properties | $ 3,790,856 | $ 3,790,856 | $ 3,666,403 | ||
Other property and equipment | 12,198 | 12,198 | 14,798 | ||
Less accumulated depreciation, depletion, amortization and impairment | (3,438,670) | (3,438,670) | (3,157,332) | ||
Net property and equipment | 364,384 | 364,384 | $ 523,869 | ||
Other information | |||||
Impairments of oil and gas properties | 33,887 | $ 486,895 | 224,584 | $ 1,159,951 | |
Depreciation, depletion, and amortization | 15,756 | 44,714 | 59,229 | 158,397 | |
Oil and Gas Properties | |||||
Other information | |||||
Internal costs capitalized to oil and gas properties | 1,049 | 1,632 | 3,311 | 6,547 | |
Capitalized qualifying share-based compensation expense | 100 | 300 | 500 | 1,100 | |
Impairments of oil and gas properties | 33,900 | 486,900 | 224,600 | 1,200 | |
Depletion expense | 15,231 | 43,814 | 57,018 | 155,778 | |
Depreciation on other property | 525 | 900 | 2,211 | 2,619 | |
Depreciation, depletion, and amortization | $ 15,756 | $ 44,714 | $ 59,229 | $ 158,397 | |
Depletion expense (per Boe) | $ / Boe | 5.90 | 14.60 | 6.92 | 17.01 | |
Depreciation on other property (per BOE) | $ / Boe | 0.20 | 0.30 | 0.27 | 0.29 | |
Depreciation, depletion, and amortization (per BOE) | $ / Boe | 6.10 | 14.90 | 7.19 | 17.30 | |
Other Property and Equipment | Minimum | |||||
Other information | |||||
Estimated useful lives | 5 years | ||||
Other Property and Equipment | Maximum | |||||
Other information | |||||
Estimated useful lives | 7 years |
Other Noncurrent Assets (Detail
Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Other Noncurrent Assets | ||
Deferred financing costs associated with the Credit Facility | $ 6,105 | |
Field inventory | $ 2,888 | 3,225 |
Other | 375 | 166 |
Other noncurrent assets | 3,263 | $ 9,496 |
Impairment of deferred financing cost | $ 1,800 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities | ||
Accrued oil and gas capital expenditures | $ 7,716 | $ 19,984 |
Accrued revenue and royalty distributions | 28,216 | 27,939 |
Accrued lease operating and workover expense | 6,709 | 9,281 |
Accrued interest | 389 | 20,193 |
Accrued taxes | 2,190 | 1,272 |
Accrued professional fees associated with restructuring | 18,868 | |
Compensation and benefit related accruals | 3,664 | 8,414 |
Accrued claims and contingencies | 1,066 | 1,066 |
Prepayments from joint interest partners | 1,197 | 1,369 |
Other | 1,163 | 2,194 |
Accrued liabilities | $ 71,178 | $ 91,712 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Changes in Company's asset retirement obligations | ||||
Asset retirement obligations - beginning of period | $ 18,708 | $ 21,599 | ||
Liabilities incurred | 520 | 35 | ||
Liabilities settled | (278) | |||
Liabilities eliminated through asset sales | (4,699) | |||
Current period accretion expense | $ 452 | $ 382 | 1,316 | 1,217 |
Asset retirement obligations - end of period | $ 20,266 | $ 18,152 | $ 20,266 | $ 18,152 |
Debt (Details)
Debt (Details) $ in Thousands | Oct. 21, 2016USD ($)item | Apr. 01, 2016USD ($) | Jun. 30, 2015USD ($) | May 31, 2015USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 02, 2015USD ($) | May 21, 2015USD ($) | May 31, 2013USD ($) | Oct. 01, 2012USD ($) |
Debt | ||||||||||
Principal | $ 249,383 | $ 1,795,930 | ||||||||
Unamortized Deferred Gain on Debt Forgiven | 119,654 | |||||||||
Unamortized Debt Issuance Costs | (24,640) | |||||||||
Long-term Debt, Current Maturities, Total | 249,383 | 1,890,944 | ||||||||
Liabilities subject to compromise | 1,882,187 | |||||||||
Credit facility | ||||||||||
Debt | ||||||||||
Principal | 249,383 | |||||||||
Long-term Debt, Current Maturities, Total | 249,383 | |||||||||
Senior Revolving Credit Facility, due 2018 | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 252,000 | 750,000 | ||||||||
Borrowing base | $ 170,000 | |||||||||
Decrease in borrowing capacity under the credit agreement | 82,000 | |||||||||
2020 Senior Notes | ||||||||||
Debt | ||||||||||
Principal | 293,625 | $ 600,000 | ||||||||
Unamortized Debt Issuance Costs | (11,344) | |||||||||
Long-term Debt, Current Maturities, Total | 282,281 | |||||||||
Principal amount extinguished | $ 306,400 | $ 306,400 | ||||||||
Interest payment foregone | $ 15,800 | |||||||||
Maximum grace period | 30 days | |||||||||
2020 Senior Notes | Any time prior to October 1, 2015 | ||||||||||
Debt | ||||||||||
Redemption period, start date | Oct. 1, 2012 | |||||||||
2020 Senior Notes | Liabilities subject to compromise | ||||||||||
Debt | ||||||||||
Liabilities subject to compromise | $ 293,600 | |||||||||
2021 Senior Notes | ||||||||||
Debt | ||||||||||
Principal | 347,652 | $ 700,000 | ||||||||
Unamortized Debt Issuance Costs | (13,296) | |||||||||
Long-term Debt, Current Maturities, Total | 334,356 | |||||||||
Principal amount extinguished | $ 352,300 | $ 352,300 | ||||||||
2021 Senior Notes | Prior to June 1, 2016 | ||||||||||
Debt | ||||||||||
Redemption period, start date | May 31, 2013 | |||||||||
2021 Senior Notes | Liabilities subject to compromise | ||||||||||
Debt | ||||||||||
Liabilities subject to compromise | $ 347,700 | |||||||||
Second Lien Notes | ||||||||||
Debt | ||||||||||
Principal | 625,000 | $ 625,000 | ||||||||
Unamortized Deferred Gain on Debt Forgiven | 42,293 | |||||||||
Long-term Debt, Current Maturities, Total | 667,293 | |||||||||
Second Lien Notes | Liabilities subject to compromise | ||||||||||
Debt | ||||||||||
Liabilities subject to compromise | 625,000 | |||||||||
Third Lien Notes | ||||||||||
Debt | ||||||||||
Principal | 529,653 | $ 20,000 | $ 504,100 | |||||||
Unamortized Deferred Gain on Debt Forgiven | 77,361 | |||||||||
Long-term Debt, Current Maturities, Total | $ 607,014 | |||||||||
Third Lien Notes | Liabilities subject to compromise | ||||||||||
Debt | ||||||||||
Liabilities subject to compromise | $ 529,700 | |||||||||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Exit Facility | ||||||||||
Debt | ||||||||||
Permanent pay-down | $ 81,300 | |||||||||
Additional borrowing base redeterminations at company request per 6 month period following each scheduled borrowing base redetermination | item | 0 | |||||||||
Reduction of borrowing base under the Exit Facility | $ 40,000 | |||||||||
Additional payment to lenders | $ 40,000 | |||||||||
EBITDA to interest expense coverage ratio | 3 | |||||||||
Capital expenditure limitation for the 6 months ended December 31, 2016 | $ 50,000 | |||||||||
Capital expenditure limitation for the year ended December 31, 2017 | 81,000 | |||||||||
Capital expenditure limitation for the year ended December 31, 2018 | 85,000 | |||||||||
Capital expenditure limitation for the year ended December 31, 2019 | 78,000 | |||||||||
Pro rata payment to holders of allowed claims | 81,300 | |||||||||
Anticipated borrowing base after emergence from bankruptcy | $ 170,000 | |||||||||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Exit Facility | LIBOR Loans | ||||||||||
Debt | ||||||||||
Variable interest payable | 4.50% | |||||||||
LIBOR floor rate | 1.00% | |||||||||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Exit Facility | Minimum | ||||||||||
Debt | ||||||||||
Liquidity of the Company (as a percent) | 20 | |||||||||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Exit Facility | Maximum | ||||||||||
Debt | ||||||||||
Total net indebtedness to EBITDA | 2.25 | |||||||||
Total net indebtedness to EBITDA after April 1, 2018 | 3 | |||||||||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Second Lien Notes | Exit Facility | ||||||||||
Debt | ||||||||||
Permanent pay-down | $ 60,000 | |||||||||
Pro rata payment to holders of allowed claims | 60,000 | |||||||||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Second lien notes | ||||||||||
Debt | ||||||||||
Permanent pay-down | $ 60,000 | |||||||||
Equity allocated to holders of debtors | 96.25% | |||||||||
Pro rata payment to holders of allowed claims | $ 60,000 |
Equity and Share-Based Compen42
Equity and Share-Based Compensation - By Stock Type (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2016 | Oct. 21, 2016 | Dec. 31, 2015 | |
Impact of Bankruptcy Proceedings | |||
Common stock, shares issued | 10,914,780 | 10,962,105 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred Stock, Shares Authorized | 49,675,000 | 49,675,000 | |
Common Stock | |||
Changes in number of outstanding shares | |||
Share count at the beginning of the period (in shares) | 10,962,105 | ||
Forfeitures of restricted stock (in shares) | (47,325) | ||
Share count at the end of the period (in shares) | 10,914,780 | ||
Treasury Stock | |||
Changes in number of outstanding shares | |||
Share count at the beginning of the period (in shares) | 96,291 | ||
Acquisition of treasury stock (in shares) | (52,316) | ||
Share count at the end of the period (in shares) | 148,607 | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | |||
Impact of Bankruptcy Proceedings | |||
Common stock, shares issued | 24,687,500 | ||
Common stock, shares authorized | 250,000,000 | ||
Preferred Stock, Shares Authorized | 50,000,000 | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Third lien notes | Warrant A | |||
Impact of Bankruptcy Proceedings | |||
Warrants to acquire common stock shares (in shares) | 4,411,765 | ||
Warrant strike price (in dollars per share) | $ 24 | ||
Bankruptcy Reorganization Chapter 11 | Plan Support Agreement | Unsecured Note | Warrant B | |||
Impact of Bankruptcy Proceedings | |||
Warrants to acquire common stock shares (in shares) | 2,213,789 | ||
Warrant strike price (in dollars per share) | $ 46 |
Equity and Share-Based Compen43
Equity and Share-Based Compensation - Restricted Stock Awards (Details) $ in Millions | Oct. 21, 2016itemshares | Sep. 30, 2016USD ($)shares |
Restricted stock awards | ||
Restricted Stock Awards | ||
Number of vesting installments | item | 4 | |
Shares | ||
Non-vested shares outstanding at the beginning of the period (in shares) | 318,031 | |
Vested (in shares) | (162,285) | |
Forfeited (in shares) | (47,325) | |
Non-vested shares outstanding at the end of the period (in shares) | 108,421 | |
Additional information | ||
Unrecognized expense, adjusted for estimated forfeitures (in dollars) | $ | $ 1.3 | |
Restricted stock awards | Awards vesting on the six-month anniversary of the Effective Date | ||
Restricted Stock Awards | ||
Percentage of awards vesting on each anniversary of the grant | 16.67% | |
Restricted stock awards | Awards vesting on the twelve-month anniversary of the Effective Date | ||
Restricted Stock Awards | ||
Percentage of awards vesting on each anniversary of the grant | 16.67% | |
Restricted stock awards | Awards vesting on the twenty four-month anniversary of the Effective Date | ||
Restricted Stock Awards | ||
Percentage of awards vesting on each anniversary of the grant | 33.33% | |
Restricted stock awards | Awards vesting on the thirty six-month anniversary of the Effective Date | ||
Restricted Stock Awards | ||
Percentage of awards vesting on each anniversary of the grant | 33.33% | |
2016 LTIP | Restricted stock awards | ||
Restricted Stock Awards | ||
Number of shares available for future issuance | 3,513,590 | |
Number of shares authorized | 1,327,192 | |
2016 LTIP | Restricted stock awards | Employee | ||
Restricted Stock Awards | ||
Number of shares authorized | 628,468 | |
2016 LTIP | Restricted stock awards | Non-employee directors | ||
Restricted Stock Awards | ||
Number of shares authorized | 57,856 | |
2016 LTIP | Employee Stock Options | Employee | ||
Restricted Stock Awards | ||
Number of shares authorized | 628,468 | |
2016 LTIP | Common Stock | Restricted stock awards | Employee and Non-employee directors | ||
Restricted Stock Awards | ||
Number of unrestricted shares of common stock granted to employees | 12,400 | |
Number of shares excluded from vesting anniversaries | 12,400 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes | ||
Income tax expense or benefit | $ 0 | $ (9,041) |
Statutory rate | 35.00% | |
Valuation allowance in light of the impairment of oil and gas properties | $ 70,900 | |
Valuation allowance | 766,000 | |
Current income taxes | $ 0 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Loss Per Share | |||||
Net loss | $ (38,384) | $ (494,342) | $ (208,696) | $ (1,286,330) | |
Preferred stock dividend | (148) | (948) | |||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (38,384) | $ (494,490) | $ (208,696) | $ (1,287,278) | |
Weighted average common shares outstanding | 10,657,000 | 6,835,000 | 10,644,000 | 6,779,000 | |
Basic and Diluted Net Loss per common share | $ (3.60) | $ (72.34) | $ (19.61) | $ (189.90) | |
Aggregate number of common shares outstanding | 10,766,173 | 10,766,173 | 10,865,814 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Dixie Electric | ||||
Related Party Transactions | ||||
Amount paid to related party | $ 0.6 | $ 0 | $ 1.7 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2016USD ($) |
Commitments and Contingencies | |
Loss contingency accrual, total | $ 1.1 |