Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Carbon Energy Corp | |
Entity Central Index Key | 0000086264 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 000-02040 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Entity Common Stock, Shares Outstanding | 7,856,864 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 3,514 | $ 5,736 |
Accounts receivable: | ||
Revenue | 11,632 | 19,671 |
Joint interest billings and other | 1,361 | 1,770 |
Insurance receivable (Note 2) | 522 | |
Commodity derivative asset (Note 14) | 6,722 | 3,517 |
Prepaid expense, deposits and other current assets | 2,537 | 1,645 |
Inventory | 2,522 | 1,149 |
Total current assets | 28,288 | 34,010 |
Oil and gas properties, full cost method of accounting: | ||
Proved, net | 243,593 | 248,455 |
Unproved | 5,004 | 5,416 |
Other property and equipment, net | 16,253 | 17,563 |
Total property and equipment, net | 264,850 | 271,434 |
Investments in affiliates | 605 | 598 |
Commodity derivative asset - non-current (Note 14) | 3,072 | 3,505 |
Right-of-use assets (Note 8) | 6,523 | |
Other non-current assets | 1,166 | 1,344 |
Total non-current assets | 276,216 | 276,881 |
Total assets | 304,504 | 310,891 |
Current liabilities: | ||
Accounts payable and accrued liabilities (Note 5) | 30,786 | 34,816 |
Firm transportation contract obligations (Note 15) | 5,824 | 6,129 |
Lease liability - current (Note 8) | 1,620 | |
Credit facilities and notes payable - current (Note 7) | 8,266 | 11,910 |
Total current liabilities | 46,496 | 52,855 |
Non-current liabilities: | ||
Firm transportation contract obligations (Note 15) | 9,795 | 12,729 |
Lease liability - non-current (Note 8) | 4,793 | |
Production and property taxes payable | 2,654 | 2,914 |
Asset retirement obligations (Note 6) | 18,788 | 19,211 |
Credit facilities and notes payable (Note 7) | 96,034 | 97,228 |
Notes payable - related party (Note 7) | 44,465 | 49,919 |
Total non-current liabilities | 176,529 | 182,001 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; liquidation preference of $449 at September 30, 2019 and $224 at December 31, 2018; authorized 1,000,000 shares, 50,000 shares issued and outstanding at September 30, 2019 and December 31, 2018 | 1 | 1 |
Common stock, $0.01 par value; authorized 35,000,000 shares, 7,856,030 and 7,655,759 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 79 | 77 |
Additional paid-in capital | 85,261 | 84,612 |
Accumulated deficit | (31,628) | (36,939) |
Total Carbon stockholders' equity | 53,713 | 47,751 |
Non-controlling interests | 27,766 | 28,284 |
Total stockholders' equity | 81,479 | 76,035 |
Total liabilities and stockholders' equity | $ 304,504 | $ 310,891 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
Preferred stock, liquidation preference | $ 449 | $ 224 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 7,856,030 | 7,655,759 |
Common stock, shares outstanding | 7,856,030 | 7,655,759 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Commodity derivative gain (loss) | $ 5,595 | $ (3,902) | $ 4,969 | $ (10,550) |
Other income | 123 | 16 | 820 | 35 |
Total revenue | 30,535 | 12,742 | 92,692 | 25,363 |
Expenses: | ||||
Lease operating expenses | 7,689 | 4,767 | 21,784 | 10,824 |
Pipeline operating expenses | 2,614 | 8,650 | ||
Transportation and gathering costs | 1,593 | 1,433 | 4,392 | 3,786 |
Production and property taxes | 16 | 743 | 3,692 | 1,792 |
Marketing gas purchases | 3,872 | 14,969 | ||
General and administrative | 2,852 | 3,517 | 11,489 | 9,007 |
General and administrative - related party reimbursement | (1,170) | (3,383) | ||
Depreciation, depletion and amortization | 4,112 | 2,731 | 11,973 | 6,202 |
Accretion of asset retirement obligations | 420 | 206 | 1,219 | 510 |
Total expenses | 23,168 | 12,227 | 78,168 | 28,738 |
Operating income (loss) | 7,367 | 515 | 14,524 | (3,375) |
Other income (expense): | ||||
Interest expense, net | (3,047) | (1,127) | (9,772) | (3,331) |
Warrant derivative gain | 225 | |||
Gain on derecognized equity investment in affiliate - Carbon California | 5,390 | |||
Investments in affiliates | 32 | 157 | 73 | 1,121 |
Total other (expense) income | (3,015) | (970) | (9,699) | 3,405 |
Income (loss) before income taxes | 4,352 | (455) | 4,825 | 30 |
Provision for income taxes | ||||
Net income (loss) before non-controlling interests and preferred shares | 4,352 | (455) | 4,825 | 30 |
Net income (loss) attributable to non-controlling interests | 1,170 | 270 | (486) | (2,234) |
Net income (loss) attributable to controlling interests before preferred shares | 3,182 | (725) | 5,311 | 2,264 |
Net income attributable to preferred shares - preferred return | 75 | 225 | ||
Net income (loss) attributable to common shares | $ 3,107 | $ (725) | $ 5,086 | $ 2,264 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.40 | $ (0.09) | $ 0.65 | $ 0.30 |
Diluted (in dollars per share) | $ 0.38 | $ (0.10) | $ 0.63 | $ 0.10 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 7,839 | 7,701 | 7,780 | 7,466 |
Diluted (in shares) | 8,141 | 7,701 | 8,082 | 7,781 |
Natural gas sales [Member] | ||||
Revenue: | ||||
Total revenue | $ 11,963 | $ 4,372 | $ 45,495 | $ 11,835 |
Natural gas liquids [Member] | ||||
Revenue: | ||||
Total revenue | 10 | 406 | 451 | 1,119 |
Oil sales [Member] | ||||
Revenue: | ||||
Total revenue | 9,049 | 11,850 | 27,940 | 22,924 |
Transportation and handling [Member] | ||||
Revenue: | ||||
Total revenue | 304 | 1,361 | ||
Marketing gas sales [Member] | ||||
Revenue: | ||||
Total revenue | $ 3,491 | $ 11,656 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Preferred Stock | Additional Paid-in Capital | Non-Controlling Interests | Accumulated Deficit | Total |
Balances at Dec. 31, 2017 | $ 60 | $ 58,813 | $ 1,841 | $ (44,218) | $ 16,496 | |
Balances (in shares) at Dec. 31, 2017 | 6,006 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 292 | 292 | ||||
Restricted stock vested | $ 1 | 1 | ||||
Restricted stock vested (in shares) | 38 | |||||
CCC warrant exercise - share issuance | $ 15 | 8,311 | 16,466 | 24,792 | ||
CCC warrant exercise - share issuance (in shares) | 1,528 | |||||
CCC warrant exercise - liability extinguishment | 1,792 | 1,792 | ||||
Non-controlling interests' distributions, net | (24) | (24) | ||||
Net income (loss) | 1,115 | 3,569 | 4,684 | |||
Balances at Mar. 31, 2018 | $ 76 | 69,208 | 19,398 | (40,649) | 48,033 | |
Balances (in shares) at Mar. 31, 2018 | 7,572 | |||||
Balances at Dec. 31, 2017 | $ 60 | 58,813 | 1,841 | (44,218) | 16,496 | |
Balances (in shares) at Dec. 31, 2017 | 6,006 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 30 | |||||
Balances at Sep. 30, 2018 | $ 77 | $ 1 | 75,858 | 21,551 | (43,226) | 54,261 |
Balances (in shares) at Sep. 30, 2018 | 7,701 | 50 | ||||
Balances at Mar. 31, 2018 | $ 76 | 69,208 | 19,398 | (40,649) | 48,033 | |
Balances (in shares) at Mar. 31, 2018 | 7,572 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 192 | 192 | ||||
Restricted stock vested | ||||||
Restricted stock vested (in shares) | 21 | |||||
Performance units vested | $ 1 | (1) | ||||
Performance units vested, (in shares) | 108 | |||||
Preferred share issuance (Note 11) | $ 1 | 4,999 | 5,000 | |||
Preferred share issuance (Note 11) (in shares) | 50 | |||||
Beneficial conversion feature | 1,125 | (1,125) | ||||
Deemed dividend | 71 | (71) | ||||
Non-controlling interests' distributions, net | 5,498 | 5,498 | ||||
Net income (loss) | (3,619) | (579) | (4,198) | |||
Balances at Jun. 30, 2018 | $ 77 | $ 1 | 75,594 | 21,277 | (42,424) | 54,525 |
Balances (in shares) at Jun. 30, 2018 | 7,701 | 50 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 187 | 187 | ||||
Beneficial conversion feature | ||||||
Deemed dividend | 77 | (77) | ||||
Non-controlling interests' distributions, net | 4 | 4 | ||||
Net income (loss) | 270 | (725) | (455) | |||
Balances at Sep. 30, 2018 | $ 77 | $ 1 | 75,858 | 21,551 | (43,226) | 54,261 |
Balances (in shares) at Sep. 30, 2018 | 7,701 | 50 | ||||
Balances at Dec. 31, 2018 | $ 77 | $ 1 | 84,612 | 28,284 | (36,939) | 76,035 |
Balances (in shares) at Dec. 31, 2018 | 7,656 | 50 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 222 | 222 | ||||
Restricted stock vested | $ 1 | 1 | ||||
Restricted stock vested (in shares) | 40 | |||||
Performance units vested | $ 1 | (1) | ||||
Performance units vested, (in shares) | 95 | |||||
Non-controlling interests' distributions, net | 22 | 22 | ||||
Net income (loss) | (2,590) | (4,100) | (6,690) | |||
Balances at Mar. 31, 2019 | $ 79 | $ 1 | 84,833 | 25,716 | (41,039) | 69,590 |
Balances (in shares) at Mar. 31, 2019 | 7,791 | 50 | ||||
Balances at Dec. 31, 2018 | $ 77 | $ 1 | 84,612 | 28,284 | (36,939) | 76,035 |
Balances (in shares) at Dec. 31, 2018 | 7,656 | 50 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 4,825 | |||||
Balances at Sep. 30, 2019 | $ 79 | $ 1 | 85,261 | 27,766 | (31,628) | 81,479 |
Balances (in shares) at Sep. 30, 2019 | 7,856 | 50 | ||||
Balances at Mar. 31, 2019 | $ 79 | $ 1 | 84,833 | 25,716 | (41,039) | 69,590 |
Balances (in shares) at Mar. 31, 2019 | 7,791 | 50 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 224 | 224 | ||||
Restricted stock vested | ||||||
Restricted stock vested (in shares) | 25 | |||||
Non-controlling interests' distributions, net | (16) | (16) | ||||
Net income (loss) | 934 | 6,229 | 7,163 | |||
Balances at Jun. 30, 2019 | $ 79 | $ 1 | 85,057 | 26,634 | (34,810) | 76,961 |
Balances (in shares) at Jun. 30, 2019 | 7,816 | 50 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 204 | 204 | ||||
Restricted stock vested | ||||||
Restricted stock vested (in shares) | 40 | |||||
Non-controlling interests' distributions, net | (38) | (38) | ||||
Net income (loss) | 1,170 | 3,182 | 4,352 | |||
Balances at Sep. 30, 2019 | $ 79 | $ 1 | $ 85,261 | $ 27,766 | $ (31,628) | $ 81,479 |
Balances (in shares) at Sep. 30, 2019 | 7,856 | 50 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 4,825 | $ 30 |
Items not involving cash: | ||
Depreciation, depletion and amortization | 11,973 | 6,202 |
Accretion of asset retirement obligations | 1,219 | 510 |
Unrealized commodity derivative (gain) loss | (2,771) | 8,381 |
Warrant derivative gain | (225) | |
Stock-based compensation expense | 650 | 672 |
Investments in affiliates | (57) | (1,121) |
Gain on derecognized equity investment in affiliate - Carbon California | (5,390) | |
Amortization of debt costs | 644 | 468 |
Interest expense paid-in-kind | 1,819 | |
Other | (56) | |
Net change in: | ||
Accounts receivable | 8,971 | (2,975) |
Prepaid expenses, deposits and other current assets | (982) | 456 |
Accounts payable, accrued liabilities and firm transportation contract obligations | (11,718) | (1,945) |
Other non-current items | (395) | (1,751) |
Net cash provided by operating activities | 14,122 | 3,312 |
Cash flows from investing activities: | ||
Development and acquisition of properties and equipment | (4,226) | (44,681) |
Proceeds received - Carbon California Acquisition | 275 | |
Distribution from affiliate | 50 | |
Proceeds received - disposition of oil and gas properties and other property and equipment | 314 | |
Net cash used in investing activities | (3,862) | (44,406) |
Cash flows from financing activities: | ||
Proceeds from credit facilities and notes payable | 4,000 | 34,529 |
Proceeds from preferred shares | 5,000 | |
Payments on credit facilities and notes payable | (16,396) | (14) |
Payments of debt issuance costs | (54) | (586) |
(Distributions to) contributions from non-controlling interests, net | (32) | 4,992 |
Net cash (used in) provided by financing activities | (12,482) | 43,921 |
Net (decrease) increase in cash and cash equivalents | (2,222) | 2,827 |
Cash and cash equivalents, beginning of period | 5,736 | 1,650 |
Cash and cash equivalents, end of period | $ 3,514 | $ 4,477 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION Carbon Energy Corporation (formerly known as Carbon Natural Gas Company) is an independent oil and natural gas company engaged in the acquisition, exploration, development and production of oil, natural gas and natural gas liquids properties located in the United States. The terms "we", "us", "our", the "Company" or "Carbon" refer to Carbon Energy Corporation and our consolidated subsidiaries (described below). The following is an organization chart of the key subsidiaries as of September 30, 2019 discussed in this report: Appalachian and Illinois Basin Operations In the Appalachian and Illinois Basins, operations are conducted by Nytis Exploration Company, LLC (" Nytis LLC In December 2018, we completed the acquisition of all of the Class A Units of Carbon Appalachian Company, LLC, a Delaware limited liability company (" Carbon Appalachia Old Ironsides OIE Membership Acquisition Ventura Basin Operations In California, Carbon California Operating Company, LLC conducts operations on behalf of Carbon California Company, LLC, a Delaware limited liability company (" Carbon California Yorktown Seneca Acquisition Prudential |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (" SEC GAAP Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of our consolidated subsidiaries. Upon the closing of the OIE Membership Acquisition on December 31, 2018, we own 100% of Carbon Appalachia. In addition, we own 100% of Nytis USA, which owns approximately 98.11% of Nytis LLC. Nytis LLC holds interests in various oil and gas partnerships. Partnerships and subsidiaries in which we have a controlling interest are consolidated. We are currently consolidating 46 partnerships, Carbon Appalachia, and Carbon California, and we reflect the non-controlling ownership interest in partnerships and subsidiaries as non-controlling interests on our unaudited condensed consolidated statements of operations and also reflect the non-controlling ownership interest in the net assets of the partnerships as non-controlling interests within stockholders' equity on our unaudited condensed consolidated balance sheets. All significant intercompany accounts and transactions have been eliminated. In accordance with established practice in the oil and gas industry, our unaudited condensed consolidated financial statements also include our pro-rata share of assets, liabilities, income, lease operating costs and general and administrative expenses of the oil and gas partnerships in which we have a non-controlling interest. Non-majority owned investments that do not meet the criteria for pro-rata consolidation are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, the cost method is used. All transactions, if any, with investees have been eliminated in the accompanying unaudited condensed consolidated financial statements. Reclassifications Certain prior period balances in the consolidated balance sheets and statements of operations have been reclassified to conform to the current year presentation. Specifically, a portion of credit facilities and notes payable balances as of December 31, 2018 were reclassified from non-current liabilities to current liabilities. This reclassification had no impact on net income, cash flows or stockholders' equity previously reported. Insurance Receivable Insurance receivable is comprised of insurance claims for the loss of property as a result of wildfires that impacted Carbon California in December 2017. The Company filed claims with its insurance provider. In January 2019, we reached a settlement agreement and received an $800,000 final settlement payment from our insurance provider related to the damage caused by the California wildfires. As of September 30, 2019, we were in receipt of all funds associated with the claims. Revenue Upon completion of the OIE Membership Acquisition, our revenue recognition policy was amended to account for the additional revenue we receive for transportation and handling and marketing gas sales, as described below. Transportation and Handling We generally purchase natural gas from producers at the wellhead or other receipt points, gather the wellhead natural gas through our gathering systems, and then sell the natural gas based on published index market prices. We remit to the producers either an agreed-upon percentage of the actual proceeds that we receive from our sales of natural gas or an agreed-upon percentage of the proceeds based on index related prices for the natural gas, regardless of the actual amount of the sales proceeds we receive. Our revenues under percent-of-proceeds/index arrangements generally correlate to the price of natural gas. Under fee-based arrangements, we receive a fee for storing natural gas. The storage revenues earned are directly related to the volume of natural gas that flows through our systems and are not directly dependent on commodity prices. Marketing Gas Sales We sell production purchased from third parties as well as production from our own oil and gas producing properties. Marketing gas sales are recognized on a gross basis as we purchase and take control of the gas prior to sale and are the principal in the transaction. Recently Adopted Accounting Pronouncement On January 1, 2019, we adopted Accounting Standards Update No. 2016-02, Leases Topic 842 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS Majority Control of Carbon Appalachia On December 31, 2018, we acquired all of Old Ironsides' Class A Units of Carbon Appalachia for approximately $58.1 million. We paid $33.0 million in cash and delivered promissory notes in the aggregate original principal amount of approximately $25.1 million to Old Ironsides (the "Old Ironsides Notes" Prior to the closing of the OIE Membership Acquisition, Old Ironsides held 27,195 Class A Units, which equated to a 72.76% aggregate share ownership of Carbon Appalachia and we held (i) 9,805 Class A Units, (ii) 1,000 Class B Units and (iii) 121 Class C Units, which equated to a 27.24% aggregate share ownership of Carbon Appalachia. The OIE Membership Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations The following summarizes the estimated fair values of the identifiable assets acquired and liabilities assumed in the acquisition based on their relative fair values at the acquisition date. These estimates of fair value of identifiable assets acquired and liabilities assumed are preliminary, pending final evaluation of certain assets and liabilities, and therefore are subject to revisions that may result in adjustments to the values presented below: Amount Cash consideration $ 33,000 Old Ironsides Notes 25,030 Fair value of previously held equity interest 14,158 Fair value of business acquired $ 72,188 Assets acquired and liabilities assumed are as follows: Amount Cash $ 12,283 Accounts receivable: Revenue 12,834 Trade receivable 1,941 Commodity derivative asset 198 Inventory 2,022 Prepaid expenses, deposits, and other current assets 456 Oil and gas properties: Proved 107,879 Unproved 1,869 Other property, plant and equipment, net 15,441 Other non-current assets 514 Accounts payable and accrued liabilities (20,466 ) Due to related parties (458 ) Firm transportation contract obligations (18,724 ) Asset retirement obligations (5,626 ) Notes payable (37,975 ) Total net assets acquired $ 72,188 On the date of the acquisition, we derecognized our equity investment in Carbon Appalachia and recognized a gain of approximately $1.3 million based on the fair value of our previously held interest compared to its carrying value. Consolidation of Carbon Appalachia and OIE Membership Acquisition Unaudited Pro Forma Results of Operations Below are unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2018 as though the OIE Membership Acquisition had been completed as of January 1, 2018. Results for the three and nine months ended September 30, 2019 are reflected in the unaudited condensed consolidated statements of operations. Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2018 2018 Revenue $ 27,681 $ 82,521 Net income before non-controlling interests $ 1,729 $ 4,495 Net income (loss) attributable to non-controlling interests $ 270 $ (2,234 ) Net income attributable to controlling interests before preferred shares $ 1,459 $ 6,729 Net income per share, basic $ 0.19 $ 0.90 Net income per share, diluted $ 0.18 $ 0.70 Consolidation of Carbon California Unaudited Pro Forma Results of Operations Below are unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2018 as though the Carbon California Acquisition occurred on January 1, 2018. Results for the three and nine months ended September 30, 2019 are reflected in the unaudited condensed consolidated statements of operations. Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2018 2018 Revenue $ 12,742 $ 33,256 Net (loss) income before non-controlling interests $ (455 ) $ 5,232 Net income (loss) attributable to non-controlling interests $ 270 $ (2,334 ) Net (loss) income attributable to controlling interests before preferred shares $ (725 ) $ 7,566 Net (loss) income per share, basic $ (0.09 ) $ 1.00 Net (loss) income per share, diluted $ (0.10 ) $ 0.96 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: (in thousands) September 30, December 31, Oil and gas properties: Proved oil and gas properties $ 349,550 $ 343,736 Unproved properties not subject to depletion 5,004 5,416 Accumulated depreciation, depletion, amortization and impairment (105,957 ) (95,281 ) Net oil and gas properties 248,597 253,871 Pipeline facilities and equipment 12,714 12,714 Base gas 1,937 2,122 Furniture and fixtures, computer hardware and software, and other equipment 6,733 6,649 Accumulated depreciation and amortization (5,131 ) (3,922 ) Net other property and equipment 16,253 17,563 Property and equipment, net $ 264,850 $ 271,434 As of September 30, 2019, and December 31, 2018, the Company had approximately $5.0 million and $5.4 million, respectively, of unproved oil and gas properties not subject to depletion. Such costs are excluded from the full cost pool until it is determined if reserves can be assigned to the related properties. Subject to industry conditions, evaluation of most of these properties and the inclusion of their costs in the full cost pool is expected to be completed within five years. Unproved properties are assessed for impairment at least annually. During the three and nine months ended September 30, 2019, approximately $513,000 and $719,000 of expiring leasehold costs were reclassified into proved property. There were no expiring leasehold costs during the three and nine months ended September 30, 2018. We capitalized overhead applicable to acquisition, development and exploration activities of approximately $167,000 and $540,000 for the three and nine months ended September 30, 2019, respectively. For the three and nine months ended September 30, 2018, we capitalized overhead applicable to acquisition, development, and exploration activities of approximately $106,000 and $306,000, respectively. Depletion expense related to oil and gas properties for the three and nine months ended September 30, 2019 was approximately $3.7 million and $10.7 million, respectively. Depletion expense related to oil and gas properties for the three and nine months ended September 30, 2018 was approximately $2.4 million and $5.6 million, respectively. For the three and nine months ended September 30, 2019 and 2018, we did not recognize any ceiling test impairments as our full cost pool did not exceed the ceiling limitations. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at September 30, 2019 and December 31, 2018 consist of the following: (in thousands) September 30, December 31, Accounts payable $ 5,787 $ 7,670 Oil and gas revenue suspense 3,044 2,675 Gathering and transportation payables 1,239 1,774 Production taxes payable 2,838 1,860 Accrued operating costs 681 3,155 Accrued ad valorem taxes – current 5,501 3,474 Accrued general and administrative expenses 2,285 3,111 Accrued asset retirement obligation – current 5,035 3,099 Accrued interest 1,455 955 Accrued gas purchases 2,035 5,440 Other liabilities 886 1,603 Total accounts payable and accrued liabilities $ 30,786 $ 34,816 |
Asset Retirement Obligation
Asset Retirement Obligation | 9 Months Ended |
Sep. 30, 2019 | |
Asset Retirement Obligation [Abstract] | |
ASSET RETIREMENT OBLIGATION | NOTE 6 – ASSET RETIREMENT OBLIGATION The Company's asset retirement obligations (" ARO The ARO liability is based on estimated economic lives, estimates of the cost to abandon the wells in the future, and federal and state regulatory requirements. The liability is discounted using a credit-adjusted risk-free rate estimated at the time the liability is incurred or adjusted as a result of a reassessment of expected cash flows and assumptions inherent in the estimation of the liability. Revisions to the liability could occur due to changes in estimated abandonment costs or well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells. The following table is a reconciliation of ARO: Nine Months Ended (in thousands) 2019 2018 Balance at beginning of period $ 22,310 $ 7,737 Accretion expense 1,219 510 Additions and revisions 294 3,590 Balance at end of period $ 23,823 $ 11,837 Less: Current portion (5,035 ) (902 ) Non-current portion $ 18,788 $ 10,935 |
Credit Facilities and Notes Pay
Credit Facilities and Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND NOTES PAYABLE | NOTE 7 – CREDIT FACILITIES AND NOTES PAYABLE The table below summarizes the outstanding credit facilities and notes payable: (in thousands) September 30, December 31, 2018 Credit Facility – revolver $ 71,150 $ 69,150 2018 Credit Facility – term note 8,333 15,000 Old Ironsides Notes 24,826 25,065 Other debt 58 57 Total debt 104,367 109,272 Less: unamortized debt discount (67 ) (134 ) Total credit facilities and notes payable 104,300 109,138 Current portion of credit facilities and notes payable (8,266 ) (11,910 ) Non-current debt, net of current portion and unamortized debt discount $ 96,034 $ 97,228 Carbon Appalachia 2018 Credit Facility In connection with and concurrently with the closing of the OIE Membership Acquisition, the Company and its subsidiaries amended and restated our prior credit facilities and entered into a $500.0 million senior secured asset-based revolving credit facility maturing December 31, 2022 and a $15.0 million term loan maturing in 2020 (the "2018 Credit Facility" "CAE" "Borrowers" The 2018 Credit Facility is guaranteed by each existing and future direct or indirect subsidiary of the Borrowers and certain other subsidiaries of the Company (subject to various exceptions) and the obligations under the 2018 Credit Facility are secured by essentially all tangible, intangible and real property (subject to certain exclusions). Interest accrues on borrowings under the 2018 Credit Facility at a rate per annum equal to either (i) the base rate plus a margin equal to 0.25% - 0.75% depending on the utilization percentage or (ii) the Adjusted London interbank offered rate (" LIBOR The 2018 Credit Facility also provides for a $15.0 million term loan which bears interest at a rate of 6.25% and is payable in 18 equal monthly installments beginning February 1, 2019 with the last payment due on July 1, 2020. The 2018 Credit Facility contains certain affirmative and negative covenants that, among other things, limit the Borrowers' ability to (i) incur additional debt; (ii) incur additional liens; (iii) sell, transfer or dispose of assets; (iv) merge or consolidate, wind-up, dissolve or liquidate; (v) make dividends and distribution on, or repurchase of, equity; (vi) make certain investments; (vii) enter into certain transactions with their affiliates; (viii) enter in sale-leaseback transactions; (ix) make optional or voluntary payment of debt other than obligations under the 2018 Credit Facility; (x) change the nature of their business; (xi) change their fiscal year or make changes to the accounting treatment or reporting practices; (xii) amend their constituent documents; and (xiii) enter into certain hedging transactions. The affirmative and negative covenants are subject to various exceptions, including certain basket amounts and acceptable transaction levels. In addition, the 2018 Credit Facility requires the Borrowers' compliance, on a consolidated basis, with a maximum Net Debt (all debt of the Borrowing Parties minus all unencumbered cash and cash equivalents of the Borrowers not to exceed $3.0 million) / EBITDAX (as defined) ratio of 3.50 to 1.00 and a current ratio, as defined, minimum of 1.00 to 1.00, tested quarterly, commencing with the quarter ending March 31, 2019. In August 2019, we amended the 2018 Credit Facility, effective October 1, 2019, to restrict the aging of our accounts payable to 90 days or less, maintain minimum liquidity of $3.0 million and require the sale of certain non-core assets by December 31, 2019. As of September 30, 2019, there was approximately $71.2 million in outstanding borrowings and $3.8 million of additional borrowing capacity under the 2018 Credit Facility. As of September 30, 2019, we were in compliance with our financial covenants. The terms of the 2018 Credit Facility require us to enter into derivative contracts at fixed pricing for a certain percentage of our production. We are party to an International Swaps and Derivatives Association Master Agreements (" ISDA Master Agreements Fees paid in connection with the 2018 Credit Facility totaled approximately $779,000, of which $134,000 was associated with the term loan. The current portion of unamortized fees associated with the credit facility is included in prepaid expense, deposits and other current assets and the non-current portion is included in other non-current assets. The unamortized portion associated with the term loan was $67,000 as of September 30, 2019 and is directly offset against the loan in current liabilities. As of September 30, 2019, we had unamortized deferred issuance costs of approximately $524,000 associated with the 2018 Credit Facility. During the three and nine months ended September 30, 2019, we amortized approximately $63,000 and $188,000, respectively, as interest expense associated with the 2018 Credit Facility. Old Ironsides Notes On December 31, 2018, as part of the OIE Membership Acquisition, we delivered unsecured, promissory notes in the aggregate original principal amount of approximately $25.1 million to Old Ironsides (the " Old Ironsides Notes The interest payable under the Old Ironsides Notes can be paid-in-kind at the election of the Company. This provision allows the Company to increase the principal balance associated with the Old Ironsides Notes. This election creates a second tranche of principal, which bears interest at 12.0% per annum. For the nine months ended September 30, 2019, the Company elected payment-in-kind interest of approximately $1.8 million. Carbon California The table below summarizes the outstanding notes payable – related party: (in thousands) September 30, December 31, Senior Revolving Notes, related party, due February 15, 2022 $ 32,800 $ 38,500 Subordinated Notes, related party, due February 15, 2024 13,000 13,000 Total principal 45,800 51,500 Less: Deferred notes costs (185 ) (235 ) Less: unamortized debt discount (1,150 ) (1,346 ) Total notes payable – related party $ 44,465 $ 49,919 Senior Revolving Notes, Related Party On February 15, 2017, Carbon California entered into a Note Purchase Agreement (the " Note Purchase Agreement " Senior Revolving Notes Carbon California may elect to incur interest at either (i) 5.50% plus LIBOR or (ii) 4.50% plus the Prime Rate (which is defined as the interest rate published daily by JPMorgan Chase Bank, N.A.). As of September 30, 2019, the effective borrowing rate for the Senior Revolving Notes was 7.60%. In addition, the Senior Revolving Notes include a commitment fee for any unused amounts at 0.50% as well as an annual administrative fee of $75,000, payable on February 15 each year. The Senior Revolving Notes are secured by all the assets of Carbon California. The Senior Revolving Notes require Carbon California, as of January 1 and July 1 of each year, to hedge its anticipated proved developed production at such time for year one, two and three at a rate of 75%, 65% and 50%, respectively. Carbon California may make principal payments in minimum installments of $500,000. Distributions to equity members are generally restricted. Carbon California incurred fees directly associated with the issuance of the Senior Revolving Notes and amortizes these fees over the life of the Senior Revolving Notes. The current portion of these fees are included in prepaid expense and deposits and the long-term portion is included in other non-current assets for a combined value of approximately $669,000. For the three and nine months ended September 30, 2019, Carbon California amortized fees of $70,000 and $202,000, respectively. Carbon California may at any time repay the Senior Revolving Notes, in whole or in part, without penalty. Carbon California must pay down Senior Revolving Notes or provide mortgages of additional oil and natural gas properties to the extent that outstanding loans and letters of credit exceed the borrowing base. Subordinated Notes, Related Party On February 15, 2017, Carbon California entered into a Securities Purchase Agreement (the " Securities Purchase Agreement Subordinated Notes Prudential received an additional 1,425 Class A Units, representing 5.0% of the total sharing percentage, for the issuance of the Subordinated Notes. Carbon California valued this unit issuance based on the relative fair value by valuing the units at $1,000 per unit and aggregating the amount with the outstanding Subordinated Notes of $10.0 million. The Company then allocated the non-cash value of the units of approximately $1.3 million, which was recorded as a discount to the Subordinated Notes. As of September 30, 2019, Carbon California has an outstanding discount of approximately $780,000, which is presented net of the Subordinated Notes within Notes payable-related party on the unaudited condensed consolidated balance sheets. During the three and nine months ended September 30, 2019, Carbon California amortized $45,000 and $134,000, respectively, associated with the Subordinated Notes. The Subordinated Notes require Carbon California, as of January 1 and July 1 of each year, to hedge its anticipated production at such time for year one, two and three at a rate of 67.5%, 58.5% and 45.0%, respectively. Prepayment of the Subordinated Notes is allowed at 100%, subject to a 3.0% fee of outstanding principal. Prepayment is not subject to a prepayment fee after February 17, 2020. Distributions to equity members are generally restricted. 2018 Subordinated Notes, Related Party On May 1, 2018, Carbon California entered into an agreement with Prudential for the issuance and sale of $3.0 million in subordinated notes due February 15, 2024, bearing interest of 12.0% per annum (the " 2018 Subordinated Notes Prudential received 585 Class A Units, representing an approximate 2.0% additional sharing percentage, for the issuance of the 2018 Subordinated Notes. Carbon California valued this unit issuance based on the relative fair value by valuing the units at $1,000 per unit and aggregating the amount with the outstanding 2018 Subordinated Notes of $3.0 million. The Company then allocated the non-cash value of the units of approximately $490,000, which was recorded as a discount to the 2018 Subordinated Notes. As of September 30, 2019, Carbon California had an outstanding discount of $370,000 associated with these notes, which is presented net of the 2018 Subordinated Notes within Notes payable - related party on the unaudited condensed consolidated balance sheets. During the three and nine months ended September 30, 2019, Carbon California amortized $21,000 and $63,000, respectively, associated with the 2018 Subordinated Notes. The 2018 Subordinated Notes require Carbon California, as of January 1 and July 1 of each year, to hedge its anticipated production at such time for year one, two and three at a rate of 67.5%, 58.5% and 45.0%, respectively. Prepayment of the 2018 Subordinated Notes is allowed at 100%, subject to a 3.0% fee of outstanding principal. Prepayment is not subject to a prepayment fee after February 17, 2020. Distributions to equity members are generally restricted. Restrictions and Covenants The Senior Revolving Notes, Subordinated Notes and 2018 Subordinated Notes contain affirmative and negative covenants that, among other things, limit Carbon California's ability to (i) incur additional debt; (ii) incur additional liens; (iii) sell, transfer or dispose of assets; (iv) merge or consolidate, wind-up, dissolve or liquidate; (v) make dividends and distributions on, or repurchases of, equity; (vi) make certain investments; (vii) enter into certain transactions with our affiliates; (viii) enter into sales-leaseback transactions; (ix) make optional or voluntary payments of debt; (x) change the nature of our business; (xi) change our fiscal year to make changes to the accounting treatment or reporting practices; (xii) amend constituent documents; and (xiii) enter into certain hedging transactions. The affirmative and negative covenants are subject to various exceptions, including basket amounts and acceptable transaction levels. In addition, (i) the Senior Revolving Notes require Carbon California's compliance with (A) a maximum Debt/EBITDA ratio of 4.0 to 1.0 (B) a maximum Senior Revolving Notes/EBITDA ratio of 2.5 to 1.0, (C) a minimum interest coverage ratio of 2.0 to 1.0 and (D) a minimum current ratio of 1.0 to 1.0 and (ii) the Subordinated Notes require Carbon California's compliance with (A) a maximum Debt/EBITDA ratio of 4.75 to 1.0, (B) a maximum Senior Revolving Notes/EBITDA ratio of 3.0 to 1.0, (C) a minimum interest coverage ratio of 1.6 to 1.0, (D) an asset coverage test whereby indebtedness may not exceed the product of 0.65 times Adjusted PV-10 set forth in the most recent reserve report, (E) maintenance of a minimum borrowing base of $10.0 million under the Senior Revolving Notes and (F) a minimum current ratio of 0.85 to 1.00. As of September 30, 2019, Carbon California was not in compliance with its Senior Revolving Notes/EBITDA ratio. We are currently negotiating an amendment to the covenant requirements with Prudential, a 46.08% owner of Carbon California, and are confident we will be successful in amending the covenants. While we have historically been successful in renegotiating covenant requirements with our lenders, there can be no assurance that we will be able to do so successfully in the future. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 8 – LEASES On January 1, 2019, we adopted Topic 842. Results for reporting periods beginning January 1, 2019 are presented in accordance with Topic 842, while prior period amounts are reported in accordance with Topic 840 – Leases The lease amounts disclosed herein are presented on a gross basis. A portion of these costs may have been or will be billed to other working interest owners, and our net share of these costs, once paid, are included in lease operating expenses, pipeline operating expenses or general and administrative expenses, as applicable. Our right-of-use assets and lease liabilities are recognized at their discounted present value on the balance sheet. All leases recognized on our unaudited condensed consolidated balance sheet are classified as operating leases, which include leases related to the asset classes reflected in the table below: (in thousands) Right-of-Use Assets Lease Compressors $ 3,459 $ 3,459 Corporate leases 2,225 2,239 Vehicles 839 715 Total $ 6,523 $ 6,413 We recognize lease expense on a straight-line basis excluding short-term and variable lease payments which are recognized as incurred. Short-term lease cost represents payments for leases with a lease term of twelve months or less, excluding leases with a term of one month or less. Short-term leases include certain compressors and vehicles that have a non-cancellable lease term of less than one year. The following table summarizes the components of our gross operating lease costs incurred during the three and nine months ended September 30, 2019: (in thousands) Three Months Ended Nine Months Ended Operating lease cost $ 530 $ 1,598 Short-term lease cost 156 473 Total lease cost $ 686 $ 2,071 We do not have any leases with an implicit interest rate that can be readily determined. As a result, we calculate collateralized incremental borrowing rates to use as discount rates. We utilize the benchmark rates defined in our credit facilities, and adjust for facility utilization and term considerations, to establish collateralized incremental borrowing rates. See Note 7 for additional information on our credit facilities. Our weighted-average lease term and discount rate used are as follows: September 30, Weighted-average lease term (years) 3.82 Weighted-average discount rate 6.36 % The following table summarizes supplemental cash flow information related to operating leases: (in thousands) Nine Months Ended Cash paid for operating leases $ 1,707 Right-of-use assets obtained in exchange for operating lease obligations $ 465 Minimum future commitments by year for our long-term operating leases as of September 30, 2019 are presented in the table below. Such commitments are reflected at undiscounted values and are reconciled to the discounted present value recognized on the balance sheet as follows: (in thousands) Amount Remainder of 2019 $ 505 2020 1,960 2021 1,902 2022 1,704 2023 1,157 Thereafter 10 Total future minimum lease payments $ 7,238 Less: imputed interest (825 ) Total lease liabilities $ 6,413 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | NOTE 9 – REVENUE The following tables present our disaggregated revenue by primary region within the United States and major product line: For the three months ended September 30, 2019 and 2018 (in thousands): Appalachian and Illinois Basins Ventura Basin Total Three Months Ended Three Months Ended Three Months Ended 2019 2018 2019 2018 2019 2018 Natural gas sales $ 11,962 $ 3,856 $ 1 $ 516 $ 11,963 $ 4,372 Natural gas liquids sales - - 10 406 10 406 Oil sales 1,327 3,327 7,722 8,523 9,049 11,850 Transportation and handling 304 - - - 304 - Marketing gas sales 3,491 - - - 3,491 - Total $ 17,084 $ 7,183 $ 7,733 $ 9,445 $ 24,817 $ 16,628 For the nine months ended September 30, 2019 and 2018 (in thousands): Appalachian and Illinois Basins Ventura Basin Total Nine Months Ended Nine Months Ended Nine Months Ended 2019 2018 2019 2018 2019 2018 Natural gas sales $ 44,633 $ 10,776 $ 862 $ 1,059 $ 45,495 $ 11,835 Natural gas liquids sales - - 451 1,119 451 1,119 Oil sales 4,422 5,952 23,518 16,972 27,940 22,924 Transportation and handling 1,361 - - - 1,361 - Marketing gas sales 11,656 - - - 11,656 - Total $ 62,072 $ 16,728 $ 24,831 $ 19,150 $ 86,903 $ 35,878 We record revenue in the month production is delivered to the purchaser, but settlement statements may not be received until 30 to 90 days after the month of production. As such, we estimate the production delivered and the related pricing. The estimated revenue is recorded within Accounts receivable – Revenue on the unaudited condensed consolidated balance sheets. Any differences between our initial estimates and actuals are recorded in the month payment is received from the customer. These differences have not historically been material. Revenue recognized for the nine months ended September 30, 2019, that related to performance obligations satisfied in prior reporting periods was immaterial. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION PLANS | NOTE 10 – STOCK-BASED COMPENSATION PLANS We have three stock plans, the Carbon 2011 Stock Incentive Plan, the Carbon 2015 Stock Incentive Plan and the Carbon 2019 Long Term Incentive Plan (collectively the " Carbon Plans The Carbon Plans provide for the granting of incentive stock options, non-qualified stock options, restricted stock awards, performance awards and phantom stock awards, or a combination of the foregoing, to employees, officers, directors or consultants, provided that only employees may be granted incentive stock options and directors may only be granted restricted stock awards and phantom stock awards. Restricted Stock As of September 30, 2019, approximately 748,000 shares of restricted stock have been granted under the terms of the Carbon Plans. Restricted stock awards for employees vest ratably over a three-year service period or cliff vest at the end of a three-year service period. For non-employee directors, the awards vest upon the earlier of a change in control of us or the date their membership on the Board of Directors is terminated other than for cause. During the nine months ended September 30, 2019, approximately 105,000 restricted stock units vested. Compensation costs recognized for these restricted stock grants were approximately $204,000 and $607,000 for the three and nine months ended September 30, 2019, respectively, and approximately $187,000 and $537,000 for the three and nine months ended September 30, 2018, respectively. As of September 30, 2019, there was approximately $1.5 million unrecognized compensation costs related to these restricted stock grants which we expect to be recognized over the next 6.5 years. Restricted Performance Units As of September 30, 2019, approximately 699,000 shares of performance units have been granted under the terms of the Carbon Plans. Performance units represent a contractual right to receive one share of our common stock subject to the terms and conditions of the agreements, including the achievement of certain performance measures relative to a defined peer group or the growth of certain performance measures over a defined period of time as well as, in some cases, continued service requirements. During the nine months ended September 30, 2019, approximately 95,000 performance units vested. We account for the performance units granted during 2017 through 2019 at their fair value determined at the date of grant, which were $7.20, $9.80 and $10.00 per share, respectively. The final measurement of compensation cost will be based on the number of performance units that ultimately vest. At September 30, 2019, we estimated that none of the performance units granted in 2017 through 2019 would vest, and, accordingly, no compensation cost has been recorded for these performance units. We estimated that it was probable that the performance units granted in 2015 and 2016 would vest and therefore compensation costs of approximately $43,000 and $135,000 related to these performance units were recognized for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, compensation costs related to the performance units granted in 2015 and 2016 have been fully recognized. As of September 30, 2019, if change in control and other performance provisions pursuant to the terms and conditions of these award agreements are met in full, the estimated unrecognized compensation cost related to outstanding performance units would be approximately $3.8 million. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER COMMON SHARE | NOTE 11 – EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per common share is computed by dividing the net income (loss) attributable to common stockholders for the period by the basic weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share includes potentially issuable shares consisting primarily of non-vested restricted stock and contingent restricted performance units, using the treasury stock method. In periods when we report a net loss, all common stock equivalents are excluded from the calculation of diluted weighted average shares outstanding because they would have an anti-dilutive effect, meaning the loss per share would be reduced. For the three months ended September 30, 2019 and 2018, approximately 275,000 and 497,000 shares, respectively, and for the nine months ended September 30, 2019 and 2018, approximately 275,000 and 280,000 shares, respectively, were considered anti-dilutive and were excluded from the computation of diluted earnings per share. The following table sets forth the calculation of basic and diluted income (loss) per share: Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2019 2018 2019 2018 Net income (loss) attributable to controlling interests before preferred shares $ 3,182 $ (725 ) $ 5,311 $ 2,264 Less: net income attributable to preferred shares – preferred return 75 - 225 - Net income (loss) attributable to common stockholders, basic 3,107 (725 ) 5,086 2,264 Less: warrant derivative gain - - - (225 ) Less: beneficial conversion feature - - - (1,125 ) Less: deemed dividend for convertible preferred shares - (77 ) - (147 ) Net income (loss) attributable to common stockholders, diluted 3,107 (802 ) 5,086 767 Weighted-average number of common shares outstanding, basic 7,839 7,701 7,780 7,466 Add dilutive effects of non-vested shares of restricted stock and restricted performance units 302 - 302 315 Weighted-average number of common shares outstanding, diluted 8,141 7,701 8,082 7,781 Net income (loss) per common share, basic $ 0.40 $ (0.09 ) $ 0.65 $ 0.30 Net income (loss) per common share, diluted $ 0.38 $ (0.10 ) $ 0.63 $ 0.10 Series B Convertible Preferred Stock - Related Party In connection with the closing of the Seneca Acquisition, we raised $5.0 million through the issuance of 50,000 shares of Series B Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock") to Yorktown. The Preferred Stock converts into common stock at the election of the holder or will automatically convert into shares of our common stock upon completion of a qualifying equity financing event. The number of shares of common stock issuable upon conversion is dependent upon the price per share of common stock issued in connection with any such qualifying equity financing but has a floor conversion price equal to $8.00 per share. The conversion ratio at which the Preferred Stock will convert into common stock is equal to an amount per share of $100 plus all accrued but unpaid dividends payable in respect thereof divided by the greater of (i) $8.00 per share or (ii) the price that is 15.0% less than the lowest price per share of shares sold to the public in the next equity financing. Using the floor of $8.00 per share would yield 12.5 shares of common stock for every unit of Preferred Stock. The conversion price will be proportionately increased or decreased to reflect changes to the outstanding shares of common stock, such as the result of a combination, reclassification, subdivision, stock split, stock dividend or other similar transaction involving the common stock. Additionally, after the third anniversary of the issuance of the Preferred Stock, we have the option to redeem the shares for cash. The Preferred Stock accrues cash dividends at a rate of 6.0% of the initial issue price of $100 per share per annum. The holders of the Preferred Stock are entitled to the same number of votes of common stock that such share of Preferred Stock would represent on an as converted basis. The holders of the Preferred Stock receive liquidation preference based on the initial issue price of $100 per share plus a preferred return over common stockholders and the holders of any junior ranking stock. The preferred return was approximately $449,000 as of September 30, 2019 and increased by $225,000 during the nine months ended September 30, 2019. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES We recognize deferred income tax assets and liabilities for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We have net operating loss carryforwards available in certain jurisdictions to reduce future taxable income. Future tax benefits from net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that available evidence raises doubt about the realization of a deferred income tax asset, a valuation allowance is established. At September 30, 2019, the Company has established a full valuation allowance against the balance of net deferred tax assets. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 13 – FAIR VALUE MEASUREMENTS The following table presents our financial assets and liabilities that were accounted for at fair value on a recurring basis by level: (in thousands) Fair Value Measurements Using Level 1 Level 2 Level 3 Total September 30, 2019 Assets: Commodity derivatives $ - $ 9,794 $ - $ 9,794 December 31, 2018 Assets: Commodity derivatives $ - $ 7,022 $ - $ 7,022 Commodity Derivative As of September 30, 2019, our commodity derivative financial instruments are comprised of natural gas and oil swaps and costless collars. The fair values of these agreements are determined under an income valuation technique. The valuation model requires a variety of inputs, including contractual terms, published forward prices, volatilities for options and discount rates, as appropriate. Our estimates of fair value of derivatives include consideration of the counterparty's credit worthiness, our credit worthiness and the time value of money. The consideration of these factors results in an estimated exit-price for each derivative asset or liability under a market place participant's view. All the significant inputs are observable, either directly or indirectly; therefore, our derivative instruments are included within the Level 2 fair value hierarchy. Assets and Liabilities Measured and Recorded at Fair Value on a Non-Recurring Basis The fair value of each of the following assets and liabilities measured and recorded at fair value on a non-recurring basis are based on unobservable pricing inputs and therefore, are included within the Level 3 fair value hierarchy. The fair value of the non-controlling interests in the partnerships we are required to consolidate was determined based on the net discounted cash flows of the proved developed producing properties attributable to the non-controlling interests in these partnerships. We assume, at times, certain firm transportation contracts as part of our acquisitions of oil and natural gas properties. The fair value of the firm transportation contract obligations was determined based upon the contractual obligations assumed by us and discounted based upon our effective borrowing rate. The fair value measurements associated with the assets acquired and liabilities assumed in the business combination for the OIE Membership Acquisition of Carbon Appalachia are outlined within Note 3. Debt Discount The fair value of the debt discount from the 1,425 and 585 additional Class A Units issued in connection with the Subordinated Notes and 2018 Subordinated Notes was $1.3 million and $490,000, respectively. The debt discount was a Level 3 fair value assessment and was based on the relative fair value of Class A Units. Class A Units were issued contemporaneously at $1,000 per Class A Unit. Asset Retirement Obligation The fair value of our asset retirement obligation liability is recorded in the period in which it is incurred or assumed by taking into account the cost of abandoning oil and gas wells ranging from $20,000 to $45,000, which is based on our historical experience and industry expectations for similar work; the estimated timing of reclamation ranging from one to 75 years based on estimates from reserve engineers; an inflation rate between 1.52% to 2.79%; and a credit adjusted risk-free rate between 3.28% to 8.27%, which takes into account our credit risk and the time value of money. Given the unobservable nature of the inputs, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. During the nine months ended September 30, 2019, we did not record any additions to asset retirement obligations. We use the income valuation technique to estimate the fair value of asset retirement obligations using the amounts and timing of expected future dismantlement costs, credit-adjusted risk-free rates and time value of money. Class B Units We received Class B units from Carbon California and Carbon Appalachia as part of the entry into the Carbon California LLC Agreement and Carbon Appalachia LLC Agreement, respectively. We estimated the fair value of the Class B units, in each case, by utilizing the assistance of third-party valuation specialists. The fair values were based upon enterprise values derived from inputs including estimated future production rates, future commodity prices including price differentials as of the dates of closing, future operating and development costs and comparable market participants. |
Commodity Derivatives
Commodity Derivatives | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
COMMODITY DERIVATIVES | NOTE 14 – COMMODITY DERIVATIVES We historically use commodity-based derivative contracts to manage exposures to commodity price on a portion of our oil and natural gas production. We do not hold or issue derivative financial instruments for speculative or trading purposes. We also have entered into, on occasion, oil and natural gas physical delivery contracts to effectively provide commodity price hedges. Because these contracts are not expected to be net cash settled, they are considered to be normal sales contracts and not derivatives. These contracts are not recorded at fair value in the unaudited condensed consolidated financial statements. We have entered into swap and costless collar derivative agreements to hedge a portion of our oil and natural gas production through 2022. As of September 30, 2019, these derivative agreements consisted of the following: Natural Gas Swaps* Natural Gas Collars* Weighted Weighted Year MMBtu Price (a) MMBtu Range (a) 2019 3,735,000 $ 2.83 92,000 $ 2.60 – $3.03 2020 12,433,000 $ 2.73 1,128,0000 $ 2.40 – $2.75 2021 6,448,000 $ 2.58 65,000 $ 2.40 – $2.75 Oil Swaps* Oil Collars* Year WTI Bbl Weighted Average Price (b) Brent Bbl Weighted Average Price (c) WTI Bbl Weighted Average Price (b) Brent Bbl Weighted Average Price (c) 2019 70,835 $ 53.36 54,091 $ 65.45 5,200 $ 47.50 - $57.35 16,400 $ 47.00 - $75.00 2020 121,147 $ 55.37 162,482 $ 65.67 28,200 $ 47.00 - $60.15 57,900 $ 47.00 - $75.00 2021 - $ - 86,341 $ 67.12 49,500 $ 47.00 - $60.15 130,800 $ 47.00 - $75.00 2022 - $ - - $ - - $ - 90,800 $ 50.00 - $61.00 * Includes 100% of Carbon California's outstanding derivative hedges at September 30, 2019, and not our proportionate share. (a) NYMEX Henry Hub Natural Gas futures contract for the respective period. (b) NYMEX Light Sweet Crude West Texas Intermediate futures contract for the respective period. (c) Brent future contracts for the respective period. For our swap instruments, we receive a fixed price for the hedged commodity and pay a floating price to the counterparty. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or from the counterparty. Costless collars are designed to establish floor and ceiling prices on anticipated future oil and gas production. The ceiling establishes a maximum price that the Company will receive for the volumes under contract, while the floor establishes a minimum price. The following table summarizes the fair value of the derivatives recorded in the unaudited condensed consolidated balance sheets. These derivative instruments are not designated as cash flow hedging instruments for accounting purposes: (in thousands) September 30, December 31, Commodity derivative contracts: Commodity derivative asset $ 6,722 $ 3,517 Commodity derivative asset – non-current $ 3,072 $ 3,505 The table below summarizes the commodity settlements and unrealized gains and losses related to the Company's derivative instruments for the three and nine months ended September 30, 2019 and 2018. These commodity derivative settlements and unrealized gains and losses are recorded and included in commodity derivative income or loss in the accompanying unaudited condensed consolidated statements of operations. Three Months Ended Nine Months Ended (in thousands) 2019 2018 2019 2018 Commodity derivative contracts: Settlement gains (losses) $ 2,429 $ (1,108 ) $ 2,198 $ (2,169 ) Unrealized gains (losses) 3,166 (2,794 ) 2,771 (8,381 ) Total settlement and unrealized gains (losses), net $ 5,595 $ (3,902 ) $ 4,969 $ (10,550 ) Commodity derivative settlement gains and losses are included in cash flows from operating activities in our unaudited condensed consolidated statements of cash flows. We net our derivative instrument fair value amounts pursuant to ISDA Master Agreements, which provide for the net settlement over the term of the contracts and in the event of default or termination of the contracts. The following table summarizes the effect of netting arrangements for recognized derivative assets and liabilities that are subject to master netting arrangements or similar arrangements in the unaudited condensed consolidated balance sheet as of September 30, 2019. Net Gross Recognized Recognized Gross Fair Value Assets/ Amounts Assets/ Balance Sheet Classification (in thousands) Liabilities Offset Liabilities Commodity derivative assets: Commodity derivative asset $ 7,236 $ (514 ) $ 6,722 Commodity derivative asset – non-current 4,275 (1,203 ) 3,072 Total derivative assets $ 11,511 $ (1,717 ) $ 9,794 Commodity derivative liabilities: Commodity derivative liability $ (514 ) $ 514 $ - Commodity derivative liability – non-current (1,203 ) 1,203 - Total derivative liabilities $ (1,717 ) $ 1,717 $ - Due to the volatility of oil and natural gas prices, the estimated fair value of our derivatives are subject to fluctuations from period to period. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Delivery Commitments We have entered into firm transportation contracts to ensure the transport for certain of our gas production to purchasers. Firm transportation volumes and the related demand charges for the remaining term of these contracts as of September 30, 2019 are summarized in the table below. Period Dekatherms Demand Charges Oct 2019 – Mar 2020 58,871 $ 0.20 - 0.62 Apr 2020 – May 2020 57,791 $ 0.20 - 0.56 Jun 2020 – Oct 2020 56,641 $ 0.20 - 0.56 Nov 2020 – Aug 2022 50,341 $ 0.20 - 0.56 Sep 2022 – May 2027 30,990 $ 0.20 - 0.21 Jun 2027 – May 2036 1,000 $ 0.20 As of September 30, 2019, the remaining commitment related to the firm transportation contracts assumed in the EXCO Acquisition in October 2016 and the OIE Membership Acquisition is $15.6 million and reflected in the Company's unaudited condensed consolidated balance sheet. These contractual obligations are reduced monthly as the Company pays these firm transportation obligations. Natural gas processing agreement We have entered into an initial five-year gas processing agreement expiring in 2022. We have an option to extend the term of the agreement by another five years. The related demand charges for volume commitments over the remaining term of the agreement are approximately $1.8 million per year. We will pay a processing fee of $2.50 per Mcf for the term of the agreement, with a minimum annual volume commitment of 720,000 Mcf. Capital Commitments As of September 30, 2019, we had no capital commitments. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURE | NOTE 16 – SUPPLEMENTAL CASH FLOW DISCLOSURE Supplemental cash flow disclosures for the nine months ended September 30, 2019 and 2018 are presented below: Nine Months Ended (in thousands) 2019 2018 Cash paid during the period for: Interest $ 6,897 $ 2,770 Non-cash transactions: Capital expenditures included in accounts payable and accrued liabilities $ (1,195 ) $ (491 ) Adjustments to OIE Membership Acquisition purchase price $ 1,317 $ - Increase in asset retirement obligations $ - $ 3,590 Non-cash acquisition of Carbon California interests $ - $ (18,906 ) Carbon California Acquisition on February 1, 2018 $ - $ 17,114 Obligations assumed with Seneca asset purchase $ - $ 330 Accrued dividend for convertible preferred stock $ - $ 148 Beneficial conversion feature for convertible preferred stock $ - $ 1,125 Exercise of warrant derivative $ - $ (1,792 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (" SEC GAAP |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of our consolidated subsidiaries. Upon the closing of the OIE Membership Acquisition on December 31, 2018, we own 100% of Carbon Appalachia. In addition, we own 100% of Nytis USA, which owns approximately 98.11% of Nytis LLC. Nytis LLC holds interests in various oil and gas partnerships. Partnerships and subsidiaries in which we have a controlling interest are consolidated. We are currently consolidating 46 partnerships, Carbon Appalachia, and Carbon California, and we reflect the non-controlling ownership interest in partnerships and subsidiaries as non-controlling interests on our unaudited condensed consolidated statements of operations and also reflect the non-controlling ownership interest in the net assets of the partnerships as non-controlling interests within stockholders' equity on our unaudited condensed consolidated balance sheets. All significant intercompany accounts and transactions have been eliminated. In accordance with established practice in the oil and gas industry, our unaudited condensed consolidated financial statements also include our pro-rata share of assets, liabilities, income, lease operating costs and general and administrative expenses of the oil and gas partnerships in which we have a non-controlling interest. Non-majority owned investments that do not meet the criteria for pro-rata consolidation are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, the cost method is used. All transactions, if any, with investees have been eliminated in the accompanying unaudited condensed consolidated financial statements. |
Reclassifications | Reclassifications Certain prior period balances in the consolidated balance sheets and statements of operations have been reclassified to conform to the current year presentation. Specifically, a portion of credit facilities and notes payable balances as of December 31, 2018 were reclassified from non-current liabilities to current liabilities. This reclassification had no impact on net income, cash flows or stockholders' equity previously reported. |
Insurance Receivable | Insurance Receivable Insurance receivable is comprised of insurance claims for the loss of property as a result of wildfires that impacted Carbon California in December 2017. The Company filed claims with its insurance provider. In January 2019, we reached a settlement agreement and received an $800,000 final settlement payment from our insurance provider related to the damage caused by the California wildfires. As of September 30, 2019, we were in receipt of all funds associated with the claims. |
Revenue | Revenue Upon completion of the OIE Membership Acquisition, our revenue recognition policy was amended to account for the additional revenue we receive for transportation and handling and marketing gas sales, as described below. Transportation and Handling We generally purchase natural gas from producers at the wellhead or other receipt points, gather the wellhead natural gas through our gathering systems, and then sell the natural gas based on published index market prices. We remit to the producers either an agreed-upon percentage of the actual proceeds that we receive from our sales of natural gas or an agreed-upon percentage of the proceeds based on index related prices for the natural gas, regardless of the actual amount of the sales proceeds we receive. Our revenues under percent-of-proceeds/index arrangements generally correlate to the price of natural gas. Under fee-based arrangements, we receive a fee for storing natural gas. The storage revenues earned are directly related to the volume of natural gas that flows through our systems and are not directly dependent on commodity prices. Marketing Gas Sales We sell production purchased from third parties as well as production from our own oil and gas producing properties. Marketing gas sales are recognized on a gross basis as we purchase and take control of the gas prior to sale and are the principal in the transaction. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncement On January 1, 2019, we adopted Accounting Standards Update No. 2016-02, Leases Topic 842 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
OIE Membership Acquisition [Member] | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Schedule of assets acquired and liabilities assumed | Amount Cash consideration $ 33,000 Old Ironsides Notes 25,030 Fair value of previously held equity interest 14,158 Fair value of business acquired $ 72,188 Amount Cash $ 12,283 Accounts receivable: Revenue 12,834 Trade receivable 1,941 Commodity derivative asset 198 Inventory 2,022 Prepaid expenses, deposits, and other current assets 456 Oil and gas properties: Proved 107,879 Unproved 1,869 Other property, plant and equipment, net 15,441 Other non-current assets 514 Accounts payable and accrued liabilities (20,466 ) Due to related parties (458 ) Firm transportation contract obligations (18,724 ) Asset retirement obligations (5,626 ) Notes payable (37,975 ) Total net assets acquired $ 72,188 |
Schedule of unaudited pro-forma consolidated results | Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2018 2018 Revenue $ 27,681 $ 82,521 Net income before non-controlling interests $ 1,729 $ 4,495 Net income (loss) attributable to non-controlling interests $ 270 $ (2,234 ) Net income attributable to controlling interests before preferred shares $ 1,459 $ 6,729 Net income per share, basic $ 0.19 $ 0.90 Net income per share, diluted $ 0.18 $ 0.70 |
Carbon California [Member] | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Schedule of unaudited pro-forma consolidated results | Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2018 2018 Revenue $ 12,742 $ 33,256 Net (loss) income before non-controlling interests $ (455 ) $ 5,232 Net income (loss) attributable to non-controlling interests $ 270 $ (2,334 ) Net (loss) income attributable to controlling interests before preferred shares $ (725 ) $ 7,566 Net (loss) income per share, basic $ (0.09 ) $ 1.00 Net (loss) income per share, diluted $ (0.10 ) $ 0.96 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of net property and equipment | (in thousands) September 30, December 31, Oil and gas properties: Proved oil and gas properties $ 349,550 $ 343,736 Unproved properties not subject to depletion 5,004 5,416 Accumulated depreciation, depletion, amortization and impairment (105,957 ) (95,281 ) Net oil and gas properties 248,597 253,871 Pipeline facilities and equipment 12,714 12,714 Base gas 1,937 2,122 Furniture and fixtures, computer hardware and software, and other equipment 6,733 6,649 Accumulated depreciation and amortization (5,131 ) (3,922 ) Net other property and equipment 16,253 17,563 Property and equipment, net $ 264,850 $ 271,434 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | (in thousands) September 30, December 31, Accounts payable $ 5,787 $ 7,670 Oil and gas revenue suspense 3,044 2,675 Gathering and transportation payables 1,239 1,774 Production taxes payable 2,838 1,860 Accrued operating costs 681 3,155 Accrued ad valorem taxes – current 5,501 3,474 Accrued general and administrative expenses 2,285 3,111 Accrued asset retirement obligation – current 5,035 3,099 Accrued interest 1,455 955 Accrued gas purchases 2,035 5,440 Other liabilities 886 1,603 Total accounts payable and accrued liabilities $ 30,786 $ 34,816 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Asset Retirement Obligation [Abstract] | |
Schedule of reconciliation of the ARO | Nine Months Ended (in thousands) 2019 2018 Balance at beginning of period $ 22,310 $ 7,737 Accretion expense 1,219 510 Additions and revisions 294 3,590 Balance at end of period $ 23,823 $ 11,837 Less: Current portion (5,035 ) (902 ) Non-current portion $ 18,788 $ 10,935 |
Credit Facilities and Notes P_2
Credit Facilities and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding credit facilities and notes payable | (in thousands) September 30, December 31, 2018 Credit Facility – revolver $ 71,150 $ 69,150 2018 Credit Facility – term note 8,333 15,000 Old Ironsides Notes 24,826 25,065 Other debt 58 57 Total debt 104,367 109,272 Less: unamortized debt discount (67 ) (134 ) Total credit facilities and notes payable 104,300 109,138 Current portion of credit facilities and notes payable (8,266 ) (11,910 ) Non-current debt, net of current portion and unamortized debt discount $ 96,034 $ 97,228 |
Schedule of outstanding notes payable - related party | (in thousands) September 30, December 31, Senior Revolving Notes, related party, due February 15, 2022 $ 32,800 $ 38,500 Subordinated Notes, related party, due February 15, 2024 13,000 13,000 Total principal 45,800 51,500 Less: Deferred notes costs (185 ) (235 ) Less: unamortized debt discount (1,150 ) (1,346 ) Total notes payable – related party $ 44,465 $ 49,919 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of operating leases related to the asset classes | (in thousands) Right-of-Use Assets Lease Compressors $ 3,459 $ 3,459 Corporate leases 2,225 2,239 Vehicles 839 715 Total $ 6,523 $ 6,413 |
Schedule of gross operating lease costs | (in thousands) Three Months Ended Nine Months Ended Operating lease cost $ 530 $ 1,598 Short-term lease cost 156 473 Total lease cost $ 686 $ 2,071 |
Schedule of weighted-average lease term and discount rate | September 30, Weighted-average lease term (years) 3.82 Weighted-average discount rate 6.36 % |
Schedule of supplemental cash flow information related to leases | (in thousands) Nine Months Ended Cash paid for operating leases $ 1,707 Right-of-use assets obtained in exchange for operating lease obligations $ 465 |
Schedule of undiscounted values and discounted present value | (in thousands) Amount Remainder of 2019 $ 505 2020 1,960 2021 1,902 2022 1,704 2023 1,157 Thereafter 10 Total future minimum lease payments $ 7,238 Less: imputed interest (825 ) Total lease liabilities $ 6,413 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of disaggregation of revenue | Appalachian and Illinois Basins Ventura Basin Total Three Months Ended Three Months Ended Three Months Ended 2019 2018 2019 2018 2019 2018 Natural gas sales $ 11,962 $ 3,856 $ 1 $ 516 $ 11,963 $ 4,372 Natural gas liquids sales - - 10 406 10 406 Oil sales 1,327 3,327 7,722 8,523 9,049 11,850 Transportation and handling 304 - - - 304 - Marketing gas sales 3,491 - - - 3,491 - Total $ 17,084 $ 7,183 $ 7,733 $ 9,445 $ 24,817 $ 16,628 Appalachian and Illinois Basins Ventura Basin Total Nine Months Ended Nine Months Ended Nine Months Ended 2019 2018 2019 2018 2019 2018 Natural gas sales $ 44,633 $ 10,776 $ 862 $ 1,059 $ 45,495 $ 11,835 Natural gas liquids sales - - 451 1,119 451 1,119 Oil sales 4,422 5,952 23,518 16,972 27,940 22,924 Transportation and handling 1,361 - - - 1,361 - Marketing gas sales 11,656 - - - 11,656 - Total $ 62,072 $ 16,728 $ 24,831 $ 19,150 $ 86,903 $ 35,878 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted (loss) income per share | Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2019 2018 2019 2018 Net income (loss) attributable to controlling interests before preferred shares $ 3,182 $ (725 ) $ 5,311 $ 2,264 Less: net income attributable to preferred shares – preferred return 75 - 225 - Net income (loss) attributable to common stockholders, basic 3,107 (725 ) 5,086 2,264 Less: warrant derivative gain - - - (225 ) Less: beneficial conversion feature - - - (1,125 ) Less: deemed dividend for convertible preferred shares - (77 ) - (147 ) Net income (loss) attributable to common stockholders, diluted 3,107 (802 ) 5,086 767 Weighted-average number of common shares outstanding, basic 7,839 7,701 7,780 7,466 Add dilutive effects of non-vested shares of restricted stock and restricted performance units 302 - 302 315 Weighted-average number of common shares outstanding, diluted 8,141 7,701 8,082 7,781 Net income (loss) per common share, basic $ 0.40 $ (0.09 ) $ 0.65 $ 0.30 Net income (loss) per common share, diluted $ 0.38 $ (0.10 ) $ 0.63 $ 0.10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities at fair value | (in thousands) Fair Value Measurements Using Level 1 Level 2 Level 3 Total September 30, 2019 Assets: Commodity derivatives $ - $ 9,794 $ - $ 9,794 December 31, 2018 Assets: Commodity derivatives $ - $ 7,022 $ - $ 7,022 |
Commodity Derivatives (Tables)
Commodity Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of swap derivative agreements | Natural Gas Swaps* Natural Gas Collars* Weighted Weighted Year MMBtu Price (a) MMBtu Range (a) 2019 3,735,000 $ 2.83 92,000 $ 2.60 – $3.03 2020 12,433,000 $ 2.73 1,128,0000 $ 2.40 – $2.75 2021 6,448,000 $ 2.58 65,000 $ 2.40 – $2.75 Oil Swaps* Oil Collars* Year WTI Bbl Weighted Average Price (b) Brent Bbl Weighted Average Price (c) WTI Bbl Weighted Average Price (b) Brent Bbl Weighted Average Price (c) 2019 70,835 $ 53.36 54,091 $ 65.45 5,200 $ 47.50 - $57.35 16,400 $ 47.00 - $75.00 2020 121,147 $ 55.37 162,482 $ 65.67 28,200 $ 47.00 - $60.15 57,900 $ 47.00 - $75.00 2021 - $ - 86,341 $ 67.12 49,500 $ 47.00 - $60.15 130,800 $ 47.00 - $75.00 2022 - $ - - $ - - $ - 90,800 $ 50.00 - $61.00 * Includes 100% of Carbon California's outstanding derivative hedges at September 30, 2019, and not our proportionate share. (a) NYMEX Henry Hub Natural Gas futures contract for the respective period. (b) NYMEX Light Sweet Crude West Texas Intermediate futures contract for the respective period. (c) Brent future contracts for the respective period. |
Schedule of fair value of the derivatives recorded | (in thousands) September 30, December 31, Commodity derivative contracts: Commodity derivative asset $ 6,722 $ 3,517 Commodity derivative asset – non-current $ 3,072 $ 3,505 |
Schedule of realized and unrealized gains and losses | Three Months Ended Nine Months Ended (in thousands) 2019 2018 2019 2018 Commodity derivative contracts: Settlement gains (losses) $ 2,429 $ (1,108 ) $ 2,198 $ (2,169 ) Unrealized gains (losses) 3,166 (2,794 ) 2,771 (8,381 ) Total settlement and unrealized gains (losses), net $ 5,595 $ (3,902 ) $ 4,969 $ (10,550 ) |
Schedule of fair value amounts of all derivative instruments assets and liabilities | Net Gross Recognized Recognized Gross Fair Value Assets/ Amounts Assets/ Balance Sheet Classification (in thousands) Liabilities Offset Liabilities Commodity derivative assets: Commodity derivative asset $ 7,236 $ (514 ) $ 6,722 Commodity derivative asset – non-current 4,275 (1,203 ) 3,072 Total derivative assets $ 11,511 $ (1,717 ) $ 9,794 Commodity derivative liabilities: Commodity derivative liability $ (514 ) $ 514 $ - Commodity derivative liability – non-current (1,203 ) 1,203 - Total derivative liabilities $ (1,717 ) $ 1,717 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of firm transportation volumes and related demand charges | Period Dekatherms Demand Charges Oct 2019 – Mar 2020 58,871 $ 0.20 - 0.62 Apr 2020 – May 2020 57,791 $ 0.20 - 0.56 Jun 2020 – Oct 2020 56,641 $ 0.20 - 0.56 Nov 2020 – Aug 2022 50,341 $ 0.20 - 0.56 Sep 2022 – May 2027 30,990 $ 0.20 - 0.21 Jun 2027 – May 2036 1,000 $ 0.20 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosure (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow disclosures | Nine Months Ended (in thousands) 2019 2018 Cash paid during the period for: Interest $ 6,897 $ 2,770 Non-cash transactions: Capital expenditures included in accounts payable and accrued liabilities $ (1,195 ) $ (491 ) Adjustments to OIE Membership Acquisition purchase price $ 1,317 $ - Increase in asset retirement obligations $ - $ 3,590 Non-cash acquisition of Carbon California interests $ - $ (18,906 ) Carbon California Acquisition on February 1, 2018 $ - $ 17,114 Obligations assumed with Seneca asset purchase $ - $ 330 Accrued dividend for convertible preferred stock $ - $ 148 Beneficial conversion feature for convertible preferred stock $ - $ 1,125 Exercise of warrant derivative $ - $ (1,792 ) |
Organization (Details)
Organization (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | May 01, 2018 | Feb. 01, 2018 | Jan. 31, 2018 | |
Carbon California [Member] | ||||
Ownership percentage | 53.92% | 56.40% | 17.81% | |
OIE Membership Acquisition [Member] | ||||
Business acquisition purchase price | $ 58,100 | |||
Prudential [Member] | Carbon California [Member] | ||||
Ownership percentage | 46.08% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)Partnerships | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Insurance settlement received | $ | $ 800 | |
Number of consolidated partnerships | Partnerships | 46 | |
Carbon Appalachia [Member] | ||
Accounting Policies [Abstract] | ||
Percentage of ownership interest in the subsidiary | 100.00% | |
Nytis LLC [Member] | Nytis USA [Member] | ||
Accounting Policies [Abstract] | ||
Percentage of ownership interest in the subsidiary | 98.15% | |
Nytis USA [Member] | ||
Accounting Policies [Abstract] | ||
Percentage of ownership interest in the subsidiary | 100.00% |
Acquisitions (Details)
Acquisitions (Details) - Old Ironsides [Member] $ in Thousands | 1 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Cash consideration | $ 33,000 |
Old Ironsides Notes | 25,030 |
Fair value of previously held equity interest | 14,158 |
Fair value of business acquired | $ 72,188 |
Acquisitions (Details 1)
Acquisitions (Details 1) - OIE Membership Acquisition [Member] $ in Thousands | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 12,283 |
Accounts receivable: | |
Revenue | 12,834 |
Trade receivable | 1,941 |
Commodity derivative asset | 198 |
Inventory | 2,022 |
Prepaid expenses, deposits, and other current assets | 456 |
Oil and gas properties: | |
Proved | 107,879 |
Unproved | 1,869 |
Other property, plant and equipment, net | 15,441 |
Other non-current assets | 514 |
Accounts payable and accrued liabilities | (20,466) |
Due to related parties | (458) |
Firm transportation contract obligations | (18,724) |
Asset retirement obligations | (5,626) |
Notes payable | (37,975) |
Total net assets acquired | $ 72,188 |
Acquisitions (Details 2)
Acquisitions (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
OIE Membership Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 27,681 | $ 82,521 |
Net (loss) income before non-controlling interests | 1,729 | 4,495 |
Net income (loss) attributable to non-controlling interests | 270 | (2,234) |
Net (loss) income attributable to controlling interests before preferred shares | $ 1,459 | $ 6,729 |
Net (loss) income per share, basic | $ 0.19 | $ 0.90 |
Net (loss) income per share, diluted | $ 0.18 | $ 0.70 |
Carbon California [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 12,742 | $ 33,256 |
Net (loss) income before non-controlling interests | (455) | 5,232 |
Net income (loss) attributable to non-controlling interests | 270 | (2,334) |
Net (loss) income attributable to controlling interests before preferred shares | $ (725) | $ 7,566 |
Net (loss) income per share, basic | $ (0.09) | $ 1 |
Net (loss) income per share, diluted | $ (0.10) | $ 0.96 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Carbon Appalachia [Member] | |
Business Acquisition [Line Items] | |
Gain on derecognized equity investment | $ | $ 1,300 |
Carbon Appalachia [Member] | Class A Units [Member] | |
Business Acquisition [Line Items] | |
Cash paid to acquired business | $ | 33,000 |
Business acquisition, purchase price | $ | 58,100 |
Debt issued for acquired business | $ | $ 25,100 |
Old Ironsides [Member] | Class A Units [Member] | |
Business Acquisition [Line Items] | |
Units held prior to acquisition | shares | 27,195 |
Aggregate share ownership prior to acquistion | 72.76% |
Carbon Energy Corporation [Member] | |
Business Acquisition [Line Items] | |
Ownership prior to acquisition | 27.24% |
Carbon Energy Corporation [Member] | Class A Units [Member] | |
Business Acquisition [Line Items] | |
Units held prior to acquisition | shares | 9,805 |
Carbon Energy Corporation [Member] | Class B Units [Member] | |
Business Acquisition [Line Items] | |
Units held prior to acquisition | shares | 1,000 |
Carbon Energy Corporation [Member] | Class C Units [Member] | |
Business Acquisition [Line Items] | |
Units held prior to acquisition | shares | 121 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Oil and gas properties: | ||
Proved oil and gas properties | $ 349,550 | $ 343,736 |
Unproved properties not subject to depletion | 5,004 | 5,416 |
Accumulated depreciation, depletion, amortization and impairment | (105,957) | (95,281) |
Net oil and gas properties | 248,597 | 253,871 |
Pipeline facilities and equipment | 12,714 | 12,714 |
Base gas | 1,937 | 2,122 |
Furniture and fixtures, computer hardware and software, and other equipment | 6,733 | 6,649 |
Accumulated depreciation and amortization | (5,131) | (3,922) |
Net other property and equipment | 16,253 | 17,563 |
Property and equipment, net | $ 264,850 | $ 271,434 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||||
Capitalized overhead | $ 167 | $ 106 | $ 540 | $ 306 | |
Depletion expense related to oil and gas properties | 3,700 | $ 2,400 | 10,700 | $ 5,600 | |
Leasehold costs reclassified into proved property | 513 | 719 | |||
Unproved oil and gas properties not subject to depletion | $ 5,004 | $ 5,004 | $ 5,416 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 5,787 | $ 7,670 | |
Oil and gas revenue suspense | 3,044 | 2,675 | |
Gathering and transportation payables | 1,239 | 1,774 | |
Production taxes payable | 2,838 | 1,860 | |
Accrued operating costs | 681 | 3,155 | |
Accrued ad valorem taxes - current | 5,501 | 3,474 | |
Accrued general and administrative expenses | 2,285 | 3,111 | |
Accrued asset retirement obligation - current | 5,035 | 3,099 | $ 902 |
Accrued interest | 1,455 | 955 | |
Accrued gas purchases | 2,035 | 5,440 | |
Other liabilities | 886 | 1,603 | |
Total accounts payable and accrued liabilities | $ 30,786 | $ 34,816 |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Asset Retirement Obligation [Abstract] | |||||
Balance at beginning of period | $ 22,310 | $ 7,737 | |||
Accretion expense | $ 420 | $ 206 | 1,219 | 510 | |
Additions and revisions | 294 | 3,590 | |||
Balance at end of period | 23,823 | 11,837 | 23,823 | 11,837 | |
Less: Current portion | (5,035) | (902) | (5,035) | (902) | $ (3,099) |
Non-current portion | $ 18,788 | $ 10,935 | $ 18,788 | $ 10,935 | $ 19,211 |
Credit Facilities and Notes P_3
Credit Facilities and Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
2018 Credit Facility - revolver [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 71,150 | $ 69,150 |
2018 Credit Facility - term note [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 8,333 | 15,000 |
Old Ironsides Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 24,826 | 25,065 |
Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Other debt | 58 | 57 |
Total debt | 104,367 | 109,272 |
Less: unamortized debt discount | (67) | (134) |
Total credit facilities and notes payable | 104,300 | 109,138 |
Current portion of credit facilities and notes payable | (8,266) | (11,910) |
Non-current debt, net of current portion and unamortized debt discount | $ 96,034 | $ 97,228 |
Credit Facilities and Notes P_4
Credit Facilities and Notes Payable (Details 1) - Prudential [Member] - Carbon California [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total principal | $ 45,800 | $ 51,500 |
Less: Deferred notes costs | (185) | (235) |
Less: unamortized debt discount | (1,150) | (1,346) |
Total notes payable - related party | 44,465 | 49,919 |
Senior Revolving Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | 32,800 | 38,500 |
Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | $ 13,000 | $ 13,000 |
Credit Facilities and Notes P_5
Credit Facilities and Notes Payable (Details Textual) $ in Thousands | Oct. 01, 2019USD ($) | Feb. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Credit Facilities and Notes Payable (Textual) | ||||||
Senior secured asset-based revolving credit facility | $ 4,000 | $ 34,529 | ||||
Amortization of deferred issuance costs | 644 | 468 | ||||
Paid in kind interest | 1,819 | |||||
One-time principal reduction payment | $ 16,396 | $ 14 | ||||
Old Ironsides Notes [Member] | Carbon Appalachia [Member] | ||||||
Credit Facilities and Notes Payable (Textual) | ||||||
Bank credit facility, terms | 5 years | |||||
Amount of unsecured notes issuance | $ 25,100 | |||||
Interest rate (as a percent) | 10.00% | |||||
Number of monthly installments | 24 | |||||
One-time principal reduction payment | $ 2,000 | |||||
Old Ironsides Notes [Member] | Carbon Appalachia [Member] | Payment in Kind (PIK) Note [Member] | ||||||
Credit Facilities and Notes Payable (Textual) | ||||||
Interest rate (as a percent) | 12.00% | 12.00% | ||||
Paid in kind interest | $ 1,800 | |||||
2018 Credit Facility [Member] | Carbon Appalachia [Member] | ||||||
Credit Facilities and Notes Payable (Textual) | ||||||
Unamortized deferred issuance costs | $ 524 | 524 | ||||
Unamortized debt discount, term note | 67 | 67 | ||||
Senior secured asset-based revolving credit facility | $ 500,000 | |||||
Commitment fee (as a percent) | 0.50% | |||||
Origination fee (as a percent) | 0.50% | |||||
Credit facility | 75,000 | $ 75,000 | ||||
Additional borrowing capacity available | 3,800 | $ 3,800 | ||||
Debt Instrument, covenant, ratio of debt to EBITDAX | 3.5 | |||||
Debt Instrument, covenant, current ratio | 1 | |||||
Credit facility-revolver outstanding | 71,200 | $ 71,200 | ||||
Amortization of deferred issuance costs | 63 | $ 188 | ||||
Revolving credit facility maturing date | Dec. 31, 2022 | |||||
Cash and cash equivalents of borrowers not to exceed | 3,000 | $ 3,000 | ||||
Debt issuance costs paid, revolver and term loan | 779 | 779 | ||||
Debt issuance costs paid, term loan | 134 | 134 | ||||
Term loan | 15,000 | 15,000 | ||||
Sublimit for letters of credit | $ 1,500 | $ 1,500 | ||||
Interest rate (as a percent) | 6.25% | 6.25% | ||||
Number of monthly installments | 18 | |||||
2018 Credit Facility [Member] | Carbon Appalachia [Member] | Subsequent Event [Member] | ||||||
Credit Facilities and Notes Payable (Textual) | ||||||
Debt instrument, covenant, minimum liquidity | $ 3,000 | |||||
Debt instrument, covenant, minimum liquidity, term | 90 days | |||||
2018 Credit Facility [Member] | Carbon Appalachia [Member] | Minimum [Member] | Base rate [Member] | ||||||
Credit Facilities and Notes Payable (Textual) | ||||||
Spread on variable base rate (as a percent) | 0.25% | |||||
2018 Credit Facility [Member] | Carbon Appalachia [Member] | Minimum [Member] | London interbank offered rate [Member] | ||||||
Credit Facilities and Notes Payable (Textual) | ||||||
Spread on variable base rate (as a percent) | 2.75% | |||||
2018 Credit Facility [Member] | Carbon Appalachia [Member] | Maximum [Member] | Base rate [Member] | ||||||
Credit Facilities and Notes Payable (Textual) | ||||||
Spread on variable base rate (as a percent) | 0.75% | |||||
2018 Credit Facility [Member] | Carbon Appalachia [Member] | Maximum [Member] | London interbank offered rate [Member] | ||||||
Credit Facilities and Notes Payable (Textual) | ||||||
Spread on variable base rate (as a percent) | 3.75% |
Credit Facilities and Notes P_6
Credit Facilities and Notes Payable (Details Textual 1) $ in Thousands | May 01, 2018USD ($)shares | Feb. 15, 2017USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Credit Facilities and Notes Payable (Textual) | |||||
Amortization of deferred issuance costs | $ 644 | $ 468 | |||
Prudential [Member] | Carbon California [Member] | Senior Revolving Notes [Member] | |||||
Credit Facilities and Notes Payable (Textual) | |||||
Initial revolving borrowing capacity | $ 25,000 | ||||
Notes maturity date | Feb. 15, 2022 | ||||
Borrowing base amount | $ 45,000 | 45,000 | |||
Outstanding borrowings | $ 32,800 | $ 32,800 | |||
Effective borrowing rate | 7.60% | 7.60% | |||
Commitment fee (as a percent) | 0.50% | ||||
Annual administrative fee payable | $ 75 | ||||
Percentage of production hedged by commodity derivatives, year one | 75.00% | ||||
Percentage of production hedged by commodity derivatives, year two | 65.00% | ||||
Percentage of production hedged by commodity derivatives, year three | 50.00% | ||||
Principal payments in minimum installments | $ 500 | ||||
Current portion of fees | $ 699 | ||||
Amortization of deferred issuance costs | $ 70 | $ 202 | |||
Debt instrument, covenant, debt to EBITDA ratio | 4 | ||||
Debt instrument, covenant, senior revolving notes to EBITDA ratio | 2.5 | ||||
Debt instrument, covenant, interest coverage ratio | 2 | ||||
Debt instrument, covenant, current ratio | 1 | ||||
Ownership percentage | 46.08% | 46.08% | |||
Prudential [Member] | Carbon California [Member] | Senior Revolving Notes [Member] | LIBOR [Member] | |||||
Credit Facilities and Notes Payable (Textual) | |||||
Effective borrowing rate | 5.50% | ||||
Prudential [Member] | Carbon California [Member] | Senior Revolving Notes [Member] | Prime Rate [Member] | |||||
Credit Facilities and Notes Payable (Textual) | |||||
Effective borrowing rate | 4.50% | ||||
Prudential [Member] | Carbon California [Member] | Subordinated Notes [Member] | |||||
Credit Facilities and Notes Payable (Textual) | |||||
Notes maturity date | Feb. 15, 2024 | ||||
Principal outstanding | $ 10,000 | $ 10,000 | |||
Percentage of production hedged by commodity derivatives, year one | 67.50% | ||||
Percentage of production hedged by commodity derivatives, year two | 58.50% | ||||
Percentage of production hedged by commodity derivatives, year three | 45.00% | ||||
Amortization of debt discount | 45 | 134 | |||
Interest rate (as a percent) | 12.00% | ||||
Number of common units issued | shares | 1,425 | ||||
Increase in sharing percentage by noncontroling interest | 5.00% | ||||
Fair value per Class A unit | $ 1,000 | ||||
Fair value of debt discount | 1,300 | ||||
Outstanding discount amount of notes | 780 | 780 | |||
Proceeds from debt | $ 10,000 | ||||
Principal prepayment allowed (as a percent) | 100.00% | ||||
Prepayment fee (as a percent) | 3.00% | ||||
Debt instrument, covenant, debt to EBITDA ratio | 4.75 | ||||
Debt instrument, covenant, senior revolving notes to EBITDA ratio | 3 | ||||
Debt instrument, covenant, interest coverage ratio | 1.6 | ||||
Debt instrument, covenant, current ratio | 0.85 | ||||
Percentage of adjusted PV-10 not to exceed indebtedness | 65.00% | ||||
Prudential [Member] | Carbon California [Member] | 2018 Subordinated Notes [Member] | |||||
Credit Facilities and Notes Payable (Textual) | |||||
Notes maturity date | Feb. 15, 2024 | ||||
Principal outstanding | 3,000 | 3,000 | |||
Percentage of production hedged by commodity derivatives, year one | 67.50% | ||||
Percentage of production hedged by commodity derivatives, year two | 58.50% | ||||
Percentage of production hedged by commodity derivatives, year three | 45.00% | ||||
Amortization of debt discount | 21 | 63 | |||
Interest rate (as a percent) | 12.00% | ||||
Number of common units issued | shares | 585 | ||||
Increase in sharing percentage by noncontroling interest | 2.00% | ||||
Fair value per Class A unit | $ 1,000 | ||||
Fair value of debt discount | 490 | ||||
Outstanding discount amount of notes | $ 370 | $ 370 | |||
Proceeds from debt | $ 3,000 | ||||
Principal prepayment allowed (as a percent) | 100.00% | ||||
Prepayment fee (as a percent) | 3.00% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Operating Leased Assets [Line Items] | ||
Right-of-Use Assets | $ 6,523 | |
Lease Liability | 6,413 | |
Compressors [Member] | ||
Operating Leased Assets [Line Items] | ||
Right-of-Use Assets | 3,459 | |
Lease Liability | 3,459 | |
Corporate leases [Member] | ||
Operating Leased Assets [Line Items] | ||
Right-of-Use Assets | 2,225 | |
Lease Liability | 2,239 | |
Vehicles [Member] | ||
Operating Leased Assets [Line Items] | ||
Right-of-Use Assets | 839 | |
Lease Liability | $ 715 |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 530 | $ 1,598 |
Short-term lease cost | 156 | 473 |
Total lease cost | $ 686 | $ 2,071 |
Leases (Details 2)
Leases (Details 2) | Sep. 30, 2019 |
Leases [Abstract] | |
Weighted-average lease term (years) | 3 years 9 months 25 days |
Weighted-average discount rate | 6.36% |
Leases (Details 3)
Leases (Details 3) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in measurement of lease liabilities: | |
Cash paid for operating leases | $ 1,707 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 465 |
Leases (Details 4)
Leases (Details 4) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 505 |
2020 | 1,960 |
2021 | 1,902 |
2022 | 1,704 |
2023 | 1,157 |
Thereafter | 10 |
Total future minimum lease payments | 7,238 |
Less: imputed interest | (825) |
Total lease liabilities | $ 6,413 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use lease liabilities | $ 6,413 | ||
Right-of-use assets and liabilities discounted present value | $ 6,523 | ||
Accounting Standards Update 2016-02 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use lease liabilities | $ 7,700 | ||
Right-of-use assets and liabilities discounted present value | $ 7,700 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 30,535 | $ 12,742 | $ 92,692 | $ 25,363 |
Natural gas sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 11,963 | 4,372 | 45,495 | 11,835 |
Natural gas liquids sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 10 | 406 | 451 | 1,119 |
Oil sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 9,049 | 11,850 | 27,940 | 22,924 |
Transportation and handling [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 304 | 1,361 | ||
Marketing gas sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 3,491 | 11,656 | ||
Appalachian and Illinois Basins [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 17,084 | 7,183 | 62,072 | 16,728 |
Appalachian and Illinois Basins [Member] | Natural gas sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 11,962 | 3,856 | 44,633 | 10,776 |
Appalachian and Illinois Basins [Member] | Natural gas liquids sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Appalachian and Illinois Basins [Member] | Oil sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,327 | 3,327 | 4,422 | 5,952 |
Appalachian and Illinois Basins [Member] | Transportation and handling [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 304 | 1,361 | ||
Appalachian and Illinois Basins [Member] | Marketing gas sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 3,491 | 11,656 | ||
Ventura Basin [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 7,733 | 9,445 | 24,831 | 19,150 |
Ventura Basin [Member] | Natural gas sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1 | 516 | 862 | 1,059 |
Ventura Basin [Member] | Natural gas liquids sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 10 | 406 | 451 | 1,119 |
Ventura Basin [Member] | Oil sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 7,722 | 8,523 | 23,518 | 16,972 |
Ventura Basin [Member] | Transportation and handling [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Ventura Basin [Member] | Marketing gas sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||||||
Issuance of common stock shares | 1,600,000 | 1,600,000 | ||||
Restricted Stock [Member] | ||||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||||||
Granted (in shares) | 748,000 | |||||
Vested (in shares) | 105,000 | |||||
Compensation costs | $ 204 | $ 187 | $ 607 | $ 537 | ||
Unrecognized compensation costs | 1,500 | $ 1,500 | ||||
Compensation recognized period | 6 years 6 months | |||||
Restricted Performance Units [Member] | ||||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||||||
Granted (in shares) | 699,000 | |||||
Vested (in shares) | 95,000 | |||||
Compensation costs | $ 43 | $ 135 | ||||
Performance units fair value | $ 10 | $ 9.80 | $ 7.20 | |||
Unrecognized compensation costs | $ 3,800 | $ 3,800 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to controlling interests before preferred shares | $ 3,182 | $ (725) | $ 5,311 | $ 2,264 |
Less: net income attributable to preferred shares - preferred return | 75 | 225 | ||
Net income (loss) attributable to common stockholders, basic | 3,107 | (725) | 5,086 | 2,264 |
Less: warrant derivative gain | (225) | |||
Less: beneficial conversion feature | (1,125) | |||
Less: deemed dividend for convertible preferred shares | (77) | (147) | ||
Net income (loss) attributable to common stockholders, diluted | $ 3,107 | $ (802) | $ 5,086 | $ 767 |
Weighted-average number of common shares outstanding, basic | 7,839 | 7,701 | 7,780 | 7,466 |
Add dilutive effects of non-vested shares of restricted stock and restricted performance units | $ 302 | $ 302 | $ 315 | |
Weighted-average number of common shares outstanding, diluted | 8,141 | 7,701 | 8,082 | 7,781 |
Net income (loss) per common share, basic | $ 0.40 | $ (0.09) | $ 0.65 | $ 0.30 |
Net income (loss) per common share, diluted | $ 0.38 | $ (0.10) | $ 0.63 | $ 0.10 |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Issuance of preferred stock, value | $ 1 | $ 1 | $ 1 | ||
Issuance of preferred stock, shares | 50,000 | 50,000 | 50,000 | ||
Issue price, per share | $ 0.01 | $ 0.01 | |||
Preferred return | $ 449 | $ 449 | $ 224 | ||
Additional paid-in capital | |||||
Anti-dilutive shares excluded from computation of diluted earnings per share | 275,000 | 497,000 | 275,000 | 280,000 | |
Series B Convertible Preferred Stock [Member] | Yorktown [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Issuance of preferred stock, value | $ 5,000 | $ 5,000 | |||
Issuance of preferred stock, shares | 50,000 | 50,000 | |||
Conversion price, per share | $ 8 | $ 8 | |||
Annual per share dividend rate | 6.00% | ||||
Issue price, per share | $ 100 | $ 100 | |||
Preferred return | $ 449 | $ 449 | |||
Convertible preferred stock shares issued upon conversion | 12.5 | 12.5 | |||
Preferred stock, conversion ratio, stock price trigger | 15.00% | ||||
Preferred stock, increase in liquidation preference | $ 225 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value Measurements [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Commodity derivatives | $ 9,794 | $ 7,022 |
Level 1 [Member] | ||
Assets: | ||
Commodity derivatives | ||
Level 2 [Member] | ||
Assets: | ||
Commodity derivatives | 9,794 | 7,022 |
Level 3 [Member] | ||
Assets: | ||
Commodity derivatives |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details Textual) - Fair Value, Inputs, Level 3 [Member] - Non-Recurring [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)shares | |
Minimum [Member] | Abandonment Costs Member [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Asset retirement obligation liability | $ 20 |
Minimum [Member] | Inflation rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Asset retirement obligation, measurement input rate | 1.52% |
Minimum [Member] | Risk-free rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Asset retirement obligation, measurement input rate | 3.28% |
Minimum [Member] | Reclamation Period [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Estimated timing of reclamation range (in years) | 1 year |
Maximum [Member] | Abandonment Costs Member [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Asset retirement obligation liability | $ 45 |
Maximum [Member] | Inflation rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Asset retirement obligation, measurement input rate | 2.79% |
Maximum [Member] | Risk-free rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Asset retirement obligation, measurement input rate | 8.27% |
Maximum [Member] | Reclamation Period [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Estimated timing of reclamation range (in years) | 75 years |
Class A Units [Member] | Subordinated Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of common units issued | shares | 1,425 |
Fair value of debt discount | $ 1,300 |
Fair value per Class A unit | $ 1,000 |
Class A Units [Member] | 2018 Subordinated Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of common units issued | shares | 585 |
Fair value of debt discount | $ 490 |
Commodity Derivatives (Details)
Commodity Derivatives (Details) - Carbon California [Member] | 9 Months Ended | |
Sep. 30, 2019bblMMBTU$ / MMBTU$ / bbl | [1] | |
2019 [Member] | Natural Gas Swaps [Member] | MMBtu [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in MMBtu) | MMBTU | 3,735,000 | |
Weighted Average Price | $ / MMBTU | 2.83 | [2] |
2019 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in MMBtu) | MMBTU | 92,000 | |
2019 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / MMBTU | 2.60 | [2] |
2019 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / MMBTU | 3.03 | [2] |
2019 [Member] | Oil Swaps [Member] | WTI Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 70,835 | |
Weighted Average Price | $ / bbl | 53.36 | [3] |
2019 [Member] | Oil Swaps [Member] | Brent Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 54,091 | |
Weighted Average Price | $ / bbl | 65.45 | |
2019 [Member] | Oil Collars [Member] | WTI Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 5,200 | |
2019 [Member] | Oil Collars [Member] | WTI Bbl [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 47.50 | [3] |
2019 [Member] | Oil Collars [Member] | WTI Bbl [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 57.35 | [3] |
2019 [Member] | Oil Collars [Member] | Brent Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 16,400 | |
2019 [Member] | Oil Collars [Member] | Brent Bbl [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 47 | [4] |
2019 [Member] | Oil Collars [Member] | Brent Bbl [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 75 | [4] |
2020 [Member] | Natural Gas Swaps [Member] | MMBtu [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in MMBtu) | MMBTU | 12,433,000 | |
Weighted Average Price | $ / MMBTU | 2.73 | [2] |
2020 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in MMBtu) | MMBTU | 11,280,000 | |
2020 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / MMBTU | 2.40 | [2] |
2020 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / MMBTU | 2.75 | [2] |
2020 [Member] | Oil Swaps [Member] | WTI Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 121,147 | |
Weighted Average Price | $ / bbl | 55.37 | [3] |
2020 [Member] | Oil Swaps [Member] | Brent Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 162,482 | |
Weighted Average Price | $ / bbl | 65.67 | [4] |
2020 [Member] | Oil Collars [Member] | WTI Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 28,200 | |
2020 [Member] | Oil Collars [Member] | WTI Bbl [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 47 | [3] |
2020 [Member] | Oil Collars [Member] | WTI Bbl [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 60.15 | [3] |
2020 [Member] | Oil Collars [Member] | Brent Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 57,900 | |
2020 [Member] | Oil Collars [Member] | Brent Bbl [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 47 | [4] |
2020 [Member] | Oil Collars [Member] | Brent Bbl [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 75 | [4] |
2021 [Member] | Natural Gas Swaps [Member] | MMBtu [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in MMBtu) | MMBTU | 6,448,000 | |
Weighted Average Price | $ / MMBTU | 2.58 | [2] |
2021 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in MMBtu) | MMBTU | 65,000 | |
2021 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / MMBTU | 2.40 | [2] |
2021 [Member] | Natural Gas Collars [Member] | MMBtu [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / MMBTU | 2.75 | [2] |
2021 [Member] | Oil Swaps [Member] | WTI Bbl [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | [3] | |
2021 [Member] | Oil Swaps [Member] | Brent Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 86,341 | |
Weighted Average Price | $ / bbl | 67.12 | [4] |
2021 [Member] | Oil Collars [Member] | WTI Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 49,500 | |
2021 [Member] | Oil Collars [Member] | WTI Bbl [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 47 | [3] |
2021 [Member] | Oil Collars [Member] | WTI Bbl [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 60.15 | [3] |
2021 [Member] | Oil Collars [Member] | Brent Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 130,800 | |
2021 [Member] | Oil Collars [Member] | Brent Bbl [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 47 | [4] |
2021 [Member] | Oil Collars [Member] | Brent Bbl [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 75 | [4] |
2022 [Member] | Oil Swaps [Member] | WTI Bbl [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | [3] | |
2022 [Member] | Oil Swaps [Member] | Brent Bbl [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | [4] | |
2022 [Member] | Oil Collars [Member] | WTI Bbl [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | [3] | |
2022 [Member] | Oil Collars [Member] | WTI Bbl [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | [3] | |
2022 [Member] | Oil Collars [Member] | Brent Bbl [Member] | ||
Derivative agreements details: | ||
Crude oil, notional amount (in Bbl) | bbl | 90,800 | |
2022 [Member] | Oil Collars [Member] | Brent Bbl [Member] | Minimum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 50 | [4] |
2022 [Member] | Oil Collars [Member] | Brent Bbl [Member] | Maximum [Member] | ||
Derivative agreements details: | ||
Weighted Average Price | $ / bbl | 61 | [4] |
[1] | Includes 100% of Carbon California's outstanding derivative hedges at September 30, 2019, and not our proportionate share. | |
[2] | NYMEX Henry Hub Natural Gas futures contract for the respective period. | |
[3] | NYMEX Light Sweet Crude West Texas Intermediate futures contract for the respective period. | |
[4] | Brent future contracts for the respective period. |
Commodity Derivatives (Details
Commodity Derivatives (Details 1) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Commodity derivative contracts: | ||
Commodity derivative asset | $ 6,722 | $ 3,517 |
Commodity derivative asset - non-current | $ 3,072 | $ 3,505 |
Commodity Derivatives (Detail_2
Commodity Derivatives (Details 2) - Commodity derivative contracts [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Settlement gains (losses) | $ 2,429 | $ (1,108) | $ 2,198 | $ (2,169) |
Unrealized gains (losses) | 3,166 | (2,794) | 2,771 | (8,381) |
Total settlement and unrealized gains (losses), net | $ 5,595 | $ (3,902) | $ 4,969 | $ (10,550) |
Commodity Derivatives (Detail_3
Commodity Derivatives (Details 3) $ in Thousands | Sep. 30, 2019USD ($) |
Commodity derivative asset - current [Member] | |
Derivatives, Fair Value [Line Items] | |
Gross Recognized Assets | $ 7,236 |
Gross Amounts Offset | (514) |
Net Recognized Fair Value Assets | 6,722 |
Commodity derivative asset - non-current [Member] | |
Derivatives, Fair Value [Line Items] | |
Gross Recognized Assets | 4,275 |
Gross Amounts Offset | (1,203) |
Net Recognized Fair Value Assets | 3,072 |
Total derivative assets [Member] | |
Derivatives, Fair Value [Line Items] | |
Gross Recognized Assets | 11,511 |
Gross Amounts Offset | (1,717) |
Net Recognized Fair Value Assets | 9,794 |
Commodity derivative liability - current [Member] | |
Derivatives, Fair Value [Line Items] | |
Gross Recognized Liabilities | (514) |
Gross Amounts Offset | 514 |
Net Recognized Fair Value Liabilities | |
Commodity derivative liability - non-current [Member] | |
Derivatives, Fair Value [Line Items] | |
Gross Recognized Liabilities | (1,203) |
Gross Amounts Offset | 1,203 |
Net Recognized Fair Value Liabilities | |
Total derivative liabilities [Member] | |
Derivatives, Fair Value [Line Items] | |
Gross Recognized Liabilities | (1,717) |
Gross Amounts Offset | 1,717 |
Net Recognized Fair Value Liabilities |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Transportation Commitments [Member] | 9 Months Ended |
Sep. 30, 2019$ / DekathermDekatherms | |
Oct 2019 - Mar 2020 [Member] | |
Other Commitments [Line Items] | |
Capacity levels (Dekatherms per day) | Dekatherms | 58,871 |
Oct 2019 - Mar 2020 [Member] | Minimum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.20 |
Oct 2019 - Mar 2020 [Member] | Maximum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.62 |
Apr 2020 - May 2020 [Member] | |
Other Commitments [Line Items] | |
Capacity levels (Dekatherms per day) | Dekatherms | 57,791 |
Apr 2020 - May 2020 [Member] | Minimum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.20 |
Apr 2020 - May 2020 [Member] | Maximum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.56 |
Jun 2020 - Oct 2020 [Member] | |
Other Commitments [Line Items] | |
Capacity levels (Dekatherms per day) | Dekatherms | 56,641 |
Jun 2020 - Oct 2020 [Member] | Minimum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.20 |
Jun 2020 - Oct 2020 [Member] | Maximum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.56 |
Nov 2020 - Aug 2022 [Member] | |
Other Commitments [Line Items] | |
Capacity levels (Dekatherms per day) | Dekatherms | 50,341 |
Nov 2020 - Aug 2022 [Member] | Minimum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.20 |
Nov 2020 - Aug 2022 [Member] | Maximum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.56 |
Sep 2022 - May 2027 [Member] | |
Other Commitments [Line Items] | |
Capacity levels (Dekatherms per day) | Dekatherms | 30,990 |
Sep 2022 - May 2027 [Member] | Minimum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.20 |
Sep 2022 - May 2027 [Member] | Maximum [Member] | |
Other Commitments [Line Items] | |
Demand Charges (in dollars per dekatherm) | 0.21 |
Jun 2027 - May 2036 [Member] | |
Other Commitments [Line Items] | |
Capacity levels (Dekatherms per day) | Dekatherms | 1,000 |
Demand Charges (in dollars per dekatherm) | 0.20 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)$ / McfMcf | |
Commitments and Contingencies Disclosure [Abstract] | |
Firm transportation contract obligations, current and non-current | $ 15,600 |
Natural gas processing agreement initial term | 5 years |
Natural gas processing agreement extension period | 5 years |
Annual demand charges for volume commitments | $ 1,800 |
Minimum annual volume commitment | Mcf | 720 |
Natural gas processing fee | $ / Mcf | 2.50 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosure (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash paid during the period for: | ||
Interest | $ 6,897 | $ 2,770 |
Non-cash transactions: | ||
Capital expenditures included in accounts payable and accrued liabilities | (1,195) | (491) |
Adjustments to OIE Membership Acquisition purchase price | 1,317 | |
Increase in asset retirement obligations | 3,590 | |
Non-cash acquisition of Carbon California interests | (18,906) | |
Carbon California Acquisition on February 1, 2018 | 17,114 | |
Obligations assumed with Seneca asset purchase | 330 | |
Accrued dividend for convertible preferred stock | 148 | |
Beneficial conversion feature for convertible preferred stock | 1,125 | |
Exercise of warrant derivative | $ (1,792) |