Price | 1.00 | EPS | -0 | |
Shares | 9 | P/E | -3 | |
MCap | 9 | P/FCF | 1 | |
Net Debt | -17 | EBIT | -3 | |
TEV | -7 | TEV/EBIT | 2 | TTM 2019-06-30, in MM, except price, ratios |
10-Q | 2019-06-30 | Filed 2019-08-12 |
10-Q | 2019-03-31 | Filed 2019-05-15 |
10-K | 2018-12-31 | Filed 2019-03-28 |
10-Q | 2018-09-30 | Filed 2018-11-13 |
10-Q | 2018-06-30 | Filed 2018-08-07 |
10-Q | 2018-03-31 | Filed 2018-05-08 |
10-K | 2017-12-31 | Filed 2018-03-08 |
10-Q | 2017-09-30 | Filed 2017-11-02 |
10-Q | 2017-06-30 | Filed 2017-08-04 |
10-Q | 2017-03-31 | Filed 2017-05-04 |
10-K | 2016-12-31 | Filed 2017-03-09 |
10-Q | 2016-09-30 | Filed 2016-11-04 |
10-Q | 2016-06-30 | Filed 2016-08-03 |
10-Q | 2016-03-31 | Filed 2016-05-04 |
10-K | 2015-12-31 | Filed 2016-03-04 |
10-Q | 2015-09-30 | Filed 2015-11-03 |
10-Q | 2015-06-30 | Filed 2015-08-05 |
10-Q | 2015-03-31 | Filed 2015-05-06 |
10-K | 2014-12-31 | Filed 2015-03-06 |
10-Q | 2014-09-30 | Filed 2014-11-04 |
10-Q | 2014-06-30 | Filed 2014-08-05 |
10-Q | 2014-03-31 | Filed 2014-05-07 |
10-K | 2013-12-31 | Filed 2014-03-05 |
10-Q | 2013-09-30 | Filed 2013-11-06 |
10-Q | 2013-06-30 | Filed 2013-08-06 |
10-Q | 2013-03-31 | Filed 2013-05-08 |
10-K | 2012-12-31 | Filed 2013-03-11 |
10-Q | 2012-09-30 | Filed 2012-11-09 |
10-Q | 2012-06-30 | Filed 2012-08-07 |
10-Q | 2012-03-31 | Filed 2012-05-09 |
10-K | 2011-12-31 | Filed 2012-03-05 |
10-Q | 2011-09-30 | Filed 2011-11-04 |
10-Q | 2011-06-30 | Filed 2011-08-05 |
10-Q | 2011-03-31 | Filed 2011-05-05 |
10-K | 2010-12-31 | Filed 2011-02-28 |
10-Q | 2010-09-30 | Filed 2010-11-05 |
10-Q | 2010-06-30 | Filed 2010-08-05 |
10-Q | 2010-03-31 | Filed 2010-05-05 |
10-K | 2009-12-31 | Filed 2010-02-26 |
8-K | 2019-06-21 | |
8-K | 2019-06-19 | |
8-K | 2019-02-08 | |
8-K | 2019-01-31 | |
8-K | 2019-01-14 | |
8-K | 2018-12-18 | |
8-K | 2018-11-06 | |
8-K | 2018-11-05 | |
8-K | 2018-10-31 | |
8-K | 2018-10-19 | |
8-K | 2018-10-05 | |
8-K | 2018-09-28 | |
8-K | 2018-09-14 | |
8-K | 2018-08-31 | |
8-K | 2018-08-15 | |
8-K | 2018-08-06 | |
8-K | 2018-07-31 | |
8-K | 2018-07-10 | |
8-K | 2018-06-21 | |
8-K | 2018-05-16 | |
8-K | 2018-05-07 | |
8-K | 2018-05-07 | |
8-K | 2018-04-17 | |
8-K | 2018-03-05 | |
8-K | 2018-02-20 | |
8-K | 2018-01-31 |
Part I - Financial Information |
Item 1. Financial Statements |
Note 1 - Basis of Presentation |
Note 2 - Going Concern |
Note 3 - Emergence From Chapter 11 Reorganization |
Note 4 - Fresh Start Accounting |
Note 5 - Acquisitions and Divestitures |
Note 6 - Equity |
Note 7 - Earnings per Share |
Note 8 - Share - Based Compensation |
Note 9 - Long - Term Debt |
Note 10 - Asset Retirement Obligation |
Note 11 - Derivative Instruments |
Note 12 - Fair Value Measurements |
Note 13 - Income Taxes |
Note 14 - Other Comprehensive Income |
Note 15 - Revenue Recognition |
Note 16 - Leases |
Item 2. |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
Item 4. Controls and Procedures |
Part II |
Item 1. Legal Proceedings |
Item 1A. Risk Factors |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. Defaults Upon Senior Securities |
Item 4. Mine Safety Disclosures |
Item 5. Other Information |
Item 6. Exhibits |
EX-31.1 | pq6301910qex311.htm |
EX-31.2 | pq6301910qex312.htm |
EX-32.1 | pq6301910qex321.htm |
EX-32.2 | pq6301910qex322.htm |
Balance Sheet | Income Statement | Cash Flow |
---|---|---|
Assets, Equity
|
Rev, G Profit, Net Income
|
Ops, Inv, Fin
|
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 72-1440714 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana | 70508 | |
(Address of principal executive offices) | (Zip code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | x | Smaller reporting company | x |
Emerging growth company | ¨ |
Page No. | |
Part I. Financial Information | |
Item 1. Financial Statements | |
• | risks and uncertainties associated with our previous Chapter 11 proceedings; |
• | the likelihood that our Chapter 11 proceedings may have disrupted our business; |
• | the possibility that the assumptions and analyses used to develop our Chapter 11 plan of reorganization may prove to have been incorrect; |
• | the likelihood that our historical financial information may no longer be indicative of our future financial performance; |
• | the possibility that our new board of directors (the “Board”) may have a different strategy and plan for the Company's future; |
• | our ability to attract and retain key personnel may be affected by our emergence from bankruptcy; |
• | the volatility of oil and natural gas prices; |
• | our indebtedness and the amount of cash required to service our indebtedness; |
• | our ability to obtain adequate financing when the need arises to execute our long-term strategy and to fund our planned capital expenditures; |
• | limits on our growth and our ability to finance our operations, fund our capital needs and respond to changing conditions imposed by the Term Loan Agreement dated as of February 8, 2019, by and among PQE (as defined below), as borrower, the Company, as parent, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the “Exit Facility”) and restrictive debt covenants; |
• | the effects of a financial downturn or negative credit market conditions on our liquidity, business and financial condition; |
• | our responsibility for offshore decommissioning liabilities for offshore interests we no longer own; |
• | our ability to find, develop, produce and acquire additional oil and natural gas reserves that are economically recoverable; |
• | the risk of severe weather, including hurricanes and tropical storms, as well as flooding, coastal erosion and sea level rise; |
• | our ability to successfully develop our inventory of undeveloped acreage; |
• | the possibility of a substantial lease renewal cost or the loss of our leases and prospective drilling opportunities that could result from a failure to drill sufficient wells to hold our undeveloped acreage; |
• | Securities and Exchange Commission (the "SEC") rules that could limit our ability to book proved undeveloped reserves in the future; |
• | the likelihood that our actual production, revenues and expenditures related to our reserves will differ from our estimates of proved reserves; |
• | our ability to identify, execute or efficiently integrate future acquisitions; |
• | losses and liabilities from uninsured or underinsured drilling and operating activities; |
• | ceiling test write-downs resulting, and that could result in the future, from lower oil and natural gas prices; |
• | our ability to market our oil and natural gas production; |
• | changes in laws and governmental regulations and increases in insurance costs or decreases in insurance availability directed toward our business; |
• | regulatory initiatives relating to oil and natural gas development, hydraulic fracturing, and derivatives; |
• | proposed changes to U.S. tax laws; |
• | competition from larger oil and natural gas companies; |
• | the operating hazards attendant to the oil and gas business; |
• | governmental regulation relating to environmental compliance costs and environmental liabilities; |
• | the impact of potential cybersecurity threats; |
• | the loss of our information and computer systems; |
• | the impact of terrorist activities on global economies; |
• | the possibility that the interests of our significant stockholders could be in conflict with the interest of our other stockholders; |
• | no meaningful trading market for our Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and the volatility of the market price for our Class A Common Stock; |
• | the restrictions in our certificate of incorporation and bylaws which could delay or prevent a change of control of our company; and |
• | the restrictions on our ability to pay dividends with respect to any series of common stock. |
Successor | Predecessor | ||||||
June 30, 2019 | December 31, 2018 | ||||||
(unaudited) | (Note 1) | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 16,292 | $ | 34,502 | |||
Restricted cash | 389 | 389 | |||||
Revenue receivable | 3,848 | 6,364 | |||||
Joint interest billing receivable | 19,085 | 4,716 | |||||
Deposit for surety bonds | 75 | 3,550 | |||||
Other current assets | 1,488 | 3,261 | |||||
Total current assets | 41,177 | 52,782 | |||||
Property and equipment: | |||||||
Oil and gas properties: | |||||||
Oil and gas properties, full cost method | 69,344 | 1,361,374 | |||||
Unevaluated oil and gas properties | 126,353 | 23,492 | |||||
Accumulated depreciation, depletion and amortization | (6,399 | ) | (1,301,592 | ) | |||
Oil and gas properties, net | 189,298 | 83,274 | |||||
Other property and equipment | 321 | 9,282 | |||||
Accumulated depreciation of other property and equipment | (19 | ) | (9,056 | ) | |||
Total property and equipment | 189,600 | 83,500 | |||||
Other assets | 371 | 1,005 | |||||
Right of use asset | 1,777 | — | |||||
Total assets | $ | 232,925 | $ | 137,287 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable to vendors | $ | 28,416 | $ | 11,699 | |||
Advances from co-owners | 3,543 | 2,020 | |||||
Oil and gas revenue payable | 4,132 | 7,765 | |||||
Accrued interest | 289 | 639 | |||||
Asset retirement obligation | 1,525 | 183 | |||||
Other accrued liabilities | 883 | 1,259 | |||||
Right of use liability-short-term | 921 | — | |||||
Total current liabilities | 39,709 | 23,565 | |||||
Multi-draw Term Loan | 45,727 | 49,738 | |||||
10% Senior Secured PIK Notes due 2024 | 68,699 | — | |||||
Asset retirement obligation | 2,597 | 2,297 | |||||
Deferred income taxes | 694 | — | |||||
Right of use liability-long-term | 751 | — | |||||
Total liabilities not subject to compromise | 158,177 | 75,600 | |||||
Liabilities subject to compromise | — | 323,854 | |||||
Total liabilities | $ | 158,177 | $ | 399,454 |
Successor | Predecessor | ||||||
June 30, 2019 | December 31, 2018 | ||||||
(unaudited) | (Note 1) | ||||||
Stockholders’ equity (Predecessor): | |||||||
Preferred stock, $.001 par value; authorized 5,000 shares; issued and outstanding 1,495 shares | $ | — | $ | 1 | |||
Common stock, $.001 par value; authorized 150,000 shares; issued and outstanding 25,587 shares. | — | 26 | |||||
Paid-in capital | — | 314,268 | |||||
Accumulated deficit | — | (576,462 | ) | ||||
Stockholders’ equity (Successor): | |||||||
Preferred stock, $.01 par value; authorized 10,000 shares | — | — | |||||
Common stock, $.01 par value; authorized 65,000 shares, issued and outstanding 9,371 shares | 94 | — | |||||
Paid-in capital | 74,678 | — | |||||
Accumulated deficit | (24 | ) | — | ||||
Total stockholders’ equity | 74,748 | (262,167 | ) | ||||
Total liabilities and stockholders’ equity | $ | 232,925 | $ | 137,287 |
Successor | Predecessor | ||||||
Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | ||||||
Revenues: | |||||||
Oil and gas sales | $ | 13,958 | $ | 21,561 | |||
Expenses: | |||||||
Lease operating expenses | 4,164 | 4,972 | |||||
Production taxes | 732 | 334 | |||||
Depreciation, depletion and amortization | 4,136 | 6,023 | |||||
Ceiling test write-down | — | — | |||||
General and administrative | 3,297 | 4,004 | |||||
Restructuring expense | 1,284 | — | |||||
Accretion of asset retirement obligation | 46 | 42 | |||||
Interest expense | 500 | 7,636 | |||||
Lease costs | 271 | — | |||||
14,430 | 23,011 | ||||||
Other income: | |||||||
Gain on sale of oil and gas properties | — | — | |||||
Other income | 164 | 178 | |||||
Derivative expense | — | (54 | ) | ||||
164 | 124 | ||||||
Loss from operations | (308 | ) | (1,326 | ) | |||
Reorganization items, net | — | — | |||||
Income tax expense | (453 | ) | — | ||||
Net loss | (761 | ) | (1,326 | ) | |||
Preferred stock dividend | — | 1,285 | |||||
Loss available to common stockholders | $ | (761 | ) | $ | (2,611 | ) | |
Loss per common share: | |||||||
Basic | $ | (0.08 | ) | $ | (0.10 | ) | |
Diluted | $ | (0.08 | ) | $ | (0.10 | ) | |
Weighted average number of common shares: | |||||||
Basic | 9,371 | 25,568 | |||||
Diluted | 9,371 | 25,568 |
Successor | Predecessor | |||||||||||
February 9, 2019 through June 30, 2019 | January 1, 2019 through February 8, 2019 | Six Months Ended June 30, 2018 | ||||||||||
Revenues: | ||||||||||||
Oil and gas sales | $ | 22,440 | $ | 6,657 | $ | 46,478 | ||||||
Expenses: | ||||||||||||
Lease operating expenses | 6,342 | 2,158 | 12,012 | |||||||||
Production taxes | 1,175 | 298 | 1,561 | |||||||||
Depreciation, depletion and amortization | 6,418 | 1,796 | 12,528 | |||||||||
General and administrative | 4,986 | 2,468 | 7,304 | |||||||||
Restructuring expense | 1,952 | — | — | |||||||||
Accretion of asset retirement obligation | 69 | 17 | 240 | |||||||||
Interest expense | 831 | 307 | 15,117 | |||||||||
Lease costs | 453 | 156 | — | |||||||||
22,226 | 7,200 | 48,762 | ||||||||||
Other income: | ||||||||||||
Other income (expense) | 215 | (290 | ) | 191 | ||||||||
Derivative expense | — | — | (54 | ) | ||||||||
215 | (290 | ) | 137 | |||||||||
Income/(loss) from operations | 429 | (833 | ) | (2,147 | ) | |||||||
Reorganization items, net | — | 262,801 | — | |||||||||
Income tax expense | (453 | ) | (241 | ) | (106 | ) | ||||||
Net income (loss) | (24 | ) | 261,727 | (2,253 | ) | |||||||
Preferred stock dividend | — | — | 2,570 | |||||||||
Income (loss) available to common stockholders | $ | (24 | ) | $ | 261,727 | $ | (4,823 | ) | ||||
Net income (loss) per common share: | ||||||||||||
Basic | $ | — | $ | 9.50 | $ | (0.19 | ) | |||||
Diluted | $ | — | $ | 8.92 | $ | (0.19 | ) | |||||
Weighted average number of common shares: | ||||||||||||
Basic | 9,371 | 25,587 | 25,554 | |||||||||
Diluted | 9,371 | 27,289 | 25,554 |
Successor | Predecessor | ||||||
Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | ||||||
Net loss | $ | (761 | ) | $ | (1,326 | ) | |
Change in fair value of derivative instruments, accounted for as hedges, net of income tax expense of $0 and $172, respectively | — | (84 | ) | ||||
Comprehensive loss | $ | (761 | ) | $ | (1,410 | ) |
Successor | Predecessor | ||||||||||
February 9, 2019 through June 30, 2019 | January 1, 2019 through February 8, 2019 | Six Months Ended June 30, 2018 | |||||||||
Net income (loss) | $ | (24 | ) | $ | 261,727 | $ | (2,253 | ) | |||
Change in fair value of derivative instruments, accounted for as hedges, net of income tax expense of $0, $0 and $106, respectively | — | — | (1,080 | ) | |||||||
Comprehensive income (loss) | $ | (24 | ) | $ | 261,727 | $ | (3,333 | ) |
Common Stock | Preferred Stock | Paid-In Capital | Other Comprehensive Loss | Accumulated deficit | Total Stockholders' Equity | ||||||||||||||||||
Balance, March 31, 2018 (Predecessor) | $ | 26 | $ | 1 | $ | 313,637 | $ | (718 | ) | $ | (564,754 | ) | $ | (251,808 | ) | ||||||||
Share-based compensation expense | — | — | 256 | — | — | 256 | |||||||||||||||||
Derivative fair value adjustment, net of tax | — | — | — | (84 | ) | — | (84 | ) | |||||||||||||||
Preferred stock dividend | — | — | — | — | (1,285 | ) | (1,285 | ) | |||||||||||||||
Net loss | — | — | — | — | (1,326 | ) | (1,326 | ) | |||||||||||||||
Balance, June 30, 2018 (Predecessor) | $ | 26 | $ | 1 | $ | 313,893 | $ | (802 | ) | $ | (567,365 | ) | $ | (254,247 | ) | ||||||||
Balance, March 31, 2019 (Successor) | 94 | — | $ | 73,972 | $ | — | $ | 737 | $ | 74,803 | |||||||||||||
Share-based compensation expense | — | — | 706 | — | — | 706 | |||||||||||||||||
Net loss | — | — | — | — | (761 | ) | (761 | ) | |||||||||||||||
Balance, June 30, 2019 (Successor) | $ | 94 | $ | — | $ | 74,678 | $ | — | $ | (24 | ) | $ | 74,748 |
Common Stock | Preferred Stock | Paid-In Capital | Other Comprehensive Income (Loss) | Accumulated deficit | Total Stockholders' Equity | ||||||||||||||||||
Balance, December 31, 2017 (Predecessor) | $ | 26 | $ | 1 | $ | 313,244 | $ | 278 | $ | (562,484 | ) | $ | (248,935 | ) | |||||||||
Issuance of shares | — | — | (11 | ) | — | — | (11 | ) | |||||||||||||||
Share-based compensation expense | — | — | 617 | — | — | 617 | |||||||||||||||||
Issuance of shares under employee stock purchase plan | — | — | 43 | — | — | 43 | |||||||||||||||||
Derivative fair value adjustment, net of tax | — | — | — | (1,080 | ) | (58 | ) | (1,138 | ) | ||||||||||||||
Preferred stock dividend | — | — | — | — | (2,570 | ) | (2,570 | ) | |||||||||||||||
Net loss | — | — | — | — | (2,253 | ) | (2,253 | ) | |||||||||||||||
Balance, June 30, 2018 (Predecessor) | $ | 26 | $ | 1 | $ | 313,893 | $ | (802 | ) | $ | (567,365 | ) | $ | (254,247 | ) | ||||||||
Balance, December 31, 2018 (Predecessor) | $ | 26 | $ | 1 | $ | 314,268 | $ | — | $ | (576,462 | ) | $ | (262,167 | ) | |||||||||
Share-based compensation expense | — | — | 44 | — | — | 44 | |||||||||||||||||
Net income | — | — | — | — | 261,727 | 261,727 | |||||||||||||||||
Cancellation of Predecessor equity | (26 | ) | (1 | ) | (314,312 | ) | — | 314,735 | 396 | ||||||||||||||
Issuance of Successor common stock and options | 92 | — | 72,749 | — | — | 72,841 | |||||||||||||||||
Issuance of Successor common stock upon vesting of restricted stock, net of shares retired for taxes | 2 | — | 857 | — | — | 859 | |||||||||||||||||
Balance, February 8, 2019 (Predecessor) | $ | 94 | $ | — | $ | 73,606 | $ | — | $ | — | $ | 73,700 | |||||||||||
Balance, February 8, 2019 (Successor) | $ | 94 | $ | — | $ | 73,606 | — | $ | — | $ | 73,700 | ||||||||||||
Share-based compensation expense | — | — | 1,072 | — | — | 1,072 | |||||||||||||||||
Net income | — | — | — | — | (24 | ) | (24 | ) | |||||||||||||||
Balance, June 30, 2019 (Successor) | $ | 94 | $ | — | $ | 74,678 | $ | — | $ | (24 | ) | $ | 74,748 |
Successor | Predecessor | ||||||||||
February 9, 2019 through June 30, 2019 | January 1, 2019 through February 8, 2019 | Six Months Ended June 30, 2018 | |||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ | (24 | ) | $ | 261,727 | $ | (2,253 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
Deferred tax expense | 453 | 241 | 106 | ||||||||
Depreciation, depletion and amortization | 6,418 | 1,796 | 12,528 | ||||||||
Accretion of asset retirement obligation | 69 | 17 | 240 | ||||||||
Share-based compensation expense | 1,410 | 44 | 593 | ||||||||
Amortization costs and other | 916 | 555 | 402 | ||||||||
Non-cash interest expense on PIK Notes | — | — | 2,961 | ||||||||
Payments to settle asset retirement obligations | (158 | ) | (11 | ) | (75 | ) | |||||
Non-cash reorganization items, net | — | (267,585 | ) | — | |||||||
Changes in working capital accounts: | |||||||||||
Revenue receivable | 9,856 | (7,340 | ) | 7,480 | |||||||
Joint interest billing receivable | (12,177 | ) | (2,192 | ) | 4,078 | ||||||
Accounts payable and accrued liabilities | (2,971 | ) | 8,363 | (24,104 | ) | ||||||
Advances from co-owners | 180 | 1,343 | (1,117 | ) | |||||||
Refund of (Deposit for) surety bonds | 3,475 | — | (4,000 | ) | |||||||
Other | (565 | ) | 2,336 | 242 | |||||||
Net cash provided by (used in) operating activities | 6,882 | (706 | ) | (2,919 | ) | ||||||
Cash flows used in investing activities: | |||||||||||
Investment in oil and gas properties | (18,878 | ) | (5,290 | ) | (9,785 | ) | |||||
Investment in other property and equipment | (71 | ) | (36 | ) | (136 | ) | |||||
Sale of oil and gas properties | — | — | (2,428 | ) | |||||||
Sale of unevaluated oil and gas properties | — | — | 2,928 | ||||||||
Net cash used in investing activities | (18,949 | ) | (5,326 | ) | (9,421 | ) | |||||
Cash flows (used in) provided by financing activities: | |||||||||||
Net proceeds from share based compensation | — | — | 43 | ||||||||
Deferred financing costs | — | (111 | ) | (55 | ) | ||||||
Costs incurred to redeem 2021 Notes | — | — | (11 | ) | |||||||
Proceeds from borrowings | — | — | 2,500 | ||||||||
Net cash (used in) provided by financing activities | — | (111 | ) | 2,477 | |||||||
Net decrease in cash and cash equivalents | (12,067 | ) | (6,143 | ) | (9,863 | ) | |||||
Cash, restricted cash and cash equivalents, beginning of period | 28,748 | 34,891 | 15,655 | ||||||||
Cash, restricted cash and cash equivalents, end of period | $ | 16,681 | $ | 28,748 | $ | 5,792 | |||||
Supplemental disclosure of cash flow information: | |||||||||||
Cash paid during the period for: | |||||||||||
Interest, net of capitalized interest | $ | 829 | $ | 929 | $ | 3,304 | |||||
Reorganization items, net | $ | 1,952 | $ | 4,784 | $ | — |
• | Adopted an amended and restated certificate of incorporation and bylaws; |
• | Appointed four new members to the Successor’s Board to replace all of the directors of the Predecessor, other than the director also serving as Chief Executive Officer, who was re-appointed pursuant to the Plan; |
• | Canceled all of the Predecessor’s common stock and 6.875% Series B Cumulative Convertible Perpetual Preferred Stock with the former holders thereof not receiving any consideration in respect of such stock; |
• | Authorized 64,999,998 shares of the Successor's Class A Common Stock; one share of the Successor's Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"); one share of the Successor's Class C Common Stock, par value $0.01 per share (the "Class C Common Stock") and 10,000,000 shares of the Successor's preferred stock; |
• | Issued to the former holders of the Predecessor’s 2021 Notes and 2021 PIK Notes, (collectively, the “Old Notes”), in exchange for the cancellation and discharge of the Old Notes: |
◦ | 8,900,000 shares of the Successor’s Class A Common Stock; and |
◦ | $80 million of the Successor’s 10% Senior Secured PIK Notes due 2024 (the “2024 PIK Notes”); |
• | Issued 300,000 shares of the Successor’s Class A Common Stock to certain former holders of the Old Notes for their commitment to backstop the Exit Facility (as defined below); |
• | Issued to the Class B Holder (as defined in the Successor’s amended and restated certificate of incorporation) one share of the Class B Common Stock, par value $0.01 per share, which confers certain rights to elect directors and certain drag-along rights; |
• | Issued to the Class C Holder (as defined in the Successor’s amended and restated certificate of incorporation) one share of the Class C Common Stock, par value $0.01 per share, which confers certain rights to elect directors and certain drag-along rights; |
• | Entered into a new $50 million senior secured term loan agreement (the “Exit Facility”) upon the repayment and termination of the Predecessor’s Multidraw Term Loan Agreement; |
• | Entered into a registration rights agreement (the “Registration Rights Agreement”) with certain holders of the Successor’s Class A Common Stock and 2024 PIK Notes; |
• | Adopted a new management incentive plan (the “2019 Long Term Incentive Plan”) for officers, directors and employees of the Successor and its subsidiary, pursuant to which 1,344,000 shares of the Successor’s Class A Common Stock were reserved for issuance. Upon emergence, 827,638 restricted stock units and 316,319 options were granted to officers and directors; and |
• | the General Unsecured Creditor's (the "GUC") pool was funded in the amount of $1.2 million. |
Gain on settlement of liabilities subject to compromise | $ | 168,952 | |
Fresh start adjustments | 102,830 | ||
Reorganization professional fees and other expenses | (5,398 | ) | |
Write-off of deferred financing costs | (370 | ) | |
Other reorganization items, net | (3,213 | ) | |
Total reorganization items, net | $ | 262,801 |
February 8, 2019 | |||
Enterprise value | $ | 155,246 | |
Plus: Cash | 23,073 | ||
Plus: Restricted cash | 5,675 | ||
Less: Fair value of 10% PIK Notes due 2024 | (65,025 | ) | |
Less: Fair value of Exit Facility | (45,269 | ) | |
Fair value of Successor common stock | $ | 73,700 | |
Shares issued upon emergence | 9,371 | ||
Per share value | $ | 7.86 |
February 8, 2019 | |||
Enterprise value | $ | 155,246 | |
Plus: Cash | 23,073 | ||
Plus: Restricted cash | 5,675 | ||
Plus: Current liabilities | 39,758 | ||
Plus: Asset retirement obligations (long-term) | 2,303 | ||
Plus: Other long-term liabilities | 2,845 | ||
Reorganization value of Successor assets | $ | 228,900 |
Predecessor | Reorganization Adjustments | Fresh Start Adjustments | Successor | |||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 31,881 | $ | (8,808 | ) | (1) | $ | — | $ | 23,073 | ||||||
Restricted cash | 389 | 5,286 | (2) | — | 5,675 | |||||||||||
Revenue receivable | 13,704 | — | — | 13,704 | ||||||||||||
Joint interest billing receivable | 6,908 | — | — | 6,908 | ||||||||||||
Deposit for surety bonds | 3,550 | — | — | 3,550 | ||||||||||||
Other current assets | 924 | — | — | 924 | ||||||||||||
Total current assets | 57,356 | (3,522 | ) | — | 53,834 | |||||||||||
Property and equipment: | ||||||||||||||||
Oil and gas properties: | ||||||||||||||||
Oil and gas properties, full cost method | 1,366,884 | — | (1,314,814 | ) | (12) | 52,070 | ||||||||||
Unevaluated oil and gas properties | 24,033 | — | 94,660 | (12) | 118,693 | |||||||||||
Accumulated depreciation, depletion, and amortization | (1,303,376 | ) | — | 1,303,376 | (12) | — | ||||||||||
Oil and gas properties, net | 87,541 | — | 83,222 | 170,763 | ||||||||||||
Other property and equipment | 9,318 | — | (9,068 | ) | (13) | 250 | ||||||||||
Accumulated depreciation of other property and equipment | (9,068 | ) | — | 9,068 | (13) | — | ||||||||||
Total property and equipment | 87,791 | — | 83,222 | 171,013 | ||||||||||||
Other assets | 4,151 | — | (98 | ) | (14) | 4,053 | ||||||||||
Total Assets | $ | 149,298 | $ | (3,522 | ) | $ | 83,124 | $ | 228,900 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable to vendors | $ | 14,813 | $ | 2,575 | (4) | $ | — | $ | 17,388 | |||||||
Advances from co-owners | 3,363 | — | — | 3,363 | ||||||||||||
Oil and gas revenue payable | 16,059 | — | — | 16,059 | ||||||||||||
Accrued interest | 1,181 | (1,181 | ) | (5) | — | — | ||||||||||
Asset retirement obligation | 183 | — | — | 183 | ||||||||||||
Right of use liability-short-term | 1,080 | — | — | 1,080 | ||||||||||||
Other accrued liabilities | 1,224 | 461 | (6) | — | 1,685 | |||||||||||
Total current liabilities | 37,903 | 1,855 | — | 39,758 | ||||||||||||
Multi-draw Term Loan | 49,754 | 246 | (3) | (4,731 | ) | (15) | 45,269 | |||||||||
10% Senior Secured PIK Notes due 2024 | — | 80,000 | (7) | (14,975 | ) | (16) | 65,025 | |||||||||
Asset retirement obligation | 2,303 | — | — | 2,303 | ||||||||||||
Right of use liability-long-term | 2,604 | — | — | 2,604 | ||||||||||||
Deferred tax liability | — | — | 241 | (17) | 241 | |||||||||||
Total liabilities not subject to compromise | 92,564 | 82,101 | (19,465 | ) | 155,200 | |||||||||||
Liabilities subject to compromise | 321,495 | (321,495 | ) | (8) | — | — | ||||||||||
Stockholder's equity: | ||||||||||||||||
Preferred stock (Predecessor) | 1 | (1 | ) | (9) | — | — | ||||||||||
Common stock (Predecessor) | 26 | (26 | ) | (9) | — | — | ||||||||||
Paid-in capital (Predecessor) | 314,312 | (314,312 | ) | (9) | — | — | ||||||||||
Common stock (Successor) | — | 94 | (10) | — | 94 | |||||||||||
Paid-in capital (Successor) | — | 73,606 | (10) | — | 73,606 | |||||||||||
Accumulated deficit | (579,100 | ) | 476,511 | (11) | 102,589 | (18) | — | |||||||||
Total stockholder's equity | (264,761 | ) | 235,872 | 102,589 | 73,700 | |||||||||||
$ | 149,298 | $ | (3,522 | ) | $ | 83,124 | $ | 228,900 |
1. | Reflects the cash payments made as of the Effective Date from implementation of the Plan: |
Uses: | |||
Payment of accrued interest on the Multidraw Term Loan Agreement | $ | (1,181 | ) |
Payment of financing costs related to the Exit Facility | (124 | ) | |
Funding of the general unsecured claims administrative escrow account | (1,200 | ) | |
Cash transferred to restricted cash for professional fee escrow | (5,157 | ) | |
Cash transferred to restricted cash for consenting creditors fees | (129 | ) | |
Payment of professional fees at emergence | (1,017 | ) | |
Total: | $ | (8,808 | ) |
2. | Reflects the cash reclassified to Restricted Cash as of the Effective Date from implementation of the Plan: |
Reclassifications to Restricted Cash: | |||
Funding of the professional fee escrow account | $ | 5,157 | |
Funding of the consenting creditors escrow account | 129 | ||
Total: | $ | 5,286 |
3. | Reflects the payment of financing costs related to the Exit Facility and the write off of deferred financing costs related to the MultiDraw Term Loan Agreement and the Exit Facility. |
4. | Represents the $3.6 million of accrued expenses related to the success fee recognized at emergence and the payment of $1.0 million of professional fees at emergence. |
5. | Represents the $1.2 million of accrued interest paid at emergence related to the Predecessor's Multidraw Term Loan Agreement. |
6. | Represents the accrual of the tax liability associated with the forfeiture of RSUs issued at emergence. |
7. | Represents the issuance of the $80 million PIK Notes due 2024 at face value. |
8. | Liabilities subject to compromise were settled as follows in accordance with the Plan: |
10% Senior Secured Notes due 2021 | $ | 9,427 | |
10% Senior Secured PIK Notes due 2021 | 275,046 | ||
Accrued interest on Senior Secured Notes due 2021 and PIK Notes due 2021 | 20,624 | ||
General Unsecured Claims & Convenience Claims | 1,749 | ||
Preferred stock accrued dividends | 14,649 | ||
Total liabilities subject to compromise | $ | 321,495 | |
Issuance of the equity to the holders of the Senior Secured Notes due 2021 and PIK Notes due 2021 | (71,343 | ) | |
Issuance of Successor 10% PIK Notes | (80,000 | ) | |
GUC Administration Funding | (1,200 | ) | |
Gain on settlement of liabilities subject to compromise | $ | 168,952 |
9. | Reflects the cancellation of the Predecessor's preferred stock, common stock and additional paid-in capital to retained earnings. |
10. | Reflects the issuance of equity of the Successor. In accordance with the Plan, the Successor issued 8.9 million shares of new Class A Common Stock to the holder of Second Lien 10% Senior Secured Notes due 2021 and Second Lien 10% Senior Secured PIK Notes due 2021 as part of the settlement of certain liabilities subject to compromise. In addition, 300,000 shares of new Class A Common Stock were issued to consenting creditors, as well as 263,599 shares of new Class A Common Stock issued to holders of stock awards which vested at emergence. For those shares issued to the holders of stock awards, 92,479 were surrendered for tax purposes; therefore, a net 171,120 shares were considered outstanding at emergence. Each share of Class A Common Stock has a par value of $0.01. Additionally, the Successor issued one share of Class B Common Stock and one share of Class C Common Stock on the Effective Date in accordance with the Plan. |
Common stock, par value $0.01 | $ | 94 | |
Issuance of the equity to the holders of the Senior Secured Notes due 2021 and PIK Notes due 2021 | 71,249 | ||
Issuance of the equity related to the emergence vesting of RSUs | 1,318 | ||
Issuance of the equity to the consenting creditors | 1,500 | ||
Total equity issued at emergence | 74,161 | ||
Value of shares relinquished to satisfy taxes on the RSUs vested at emergence | (461 | ) | |
Net equity issued at emergence | $ | 73,700 |
11. | Reflects the cumulative net impact of the effects on Accumulated deficit as follows: |
Gain on settlement of liabilities subject to compromise | $ | 168,952 | |
Issuance of the equity to the consenting creditors | (1,500 | ) | |
Issuance of the equity related to the emergence vesting of RSUs | (1,318 | ) | |
Success fees recognized at emergence | (3,592 | ) | |
Accelerated vesting of Predecessor stock compensation | (396 | ) | |
Write-off deferred financing costs | (370 | ) | |
Net impact to Reorganization items, net | 161,776 | ||
Cancellation of Predecessor equity, including vesting | 314,735 | ||
Net Impact to Accumulated deficit | $ | 476,511 |
12. | Fair value adjustments to proved oil and a gas properties, associated inventory, unproved acreage, as well as the respective reset of depletion, depreciation, and amortization balances. See above for a detailed discussion of the fair value methodology. |
13. | Adjustments to record the fair value of the well equipment, leasehold improvements, computer software, computers, as well as the reset of accumulated depreciation. The Company concluded that the net book value of the assets represented the fair value at emergence. |
14. | Represents the write-down of the Indianola investment to fair value based on a five year cash flow analysis. |
15. | Upon emergence, the Predecessor's Multidraw Term Loan Agreement was extinguished in the amount of $50 million and the Company entered into the Exit Facility in the amount of $50 million. This adjustment represents the fair value adjustment associated with the Exit Facility. Fair value was estimated via a discounted cash flow analysis by discounting scheduled debt service payments at a credit spread of 10.1%. The credit spread was determined by performing a synthetic credit rating analysis, considering yields on similarly-rated, energy corporate issues, and adjusting based on recovery rates for first lien debt. |
16. | Represents the fair value adjustments to the 2024 PIK Notes. Fair value was estimated via a discounted cash flow analysis by discounting scheduled debt service payments at a credit spread of 11.9%. The credit spread was determined by performing a synthetic credit rating analysis, considering yields on similarly-rated, energy corporate issues, and adjusting based on recovery rates for second lien debt. |
17. | Represents the net decrease in tax assets and tax liabilities associated with adjustments for fresh start accounting. |
18. | Reflects the cumulative impact of the fresh start adjustments discussed above: |
Proved oil and gas properties fair value adjustment | $ | (11,438 | ) |
Unproved oil and gas properties fair value adjustment | 94,660 | ||
Other asset fair value adjustment | (98 | ) | |
Exit Facility fair value adjustment | 4,731 | ||
2024 PIK Notes fair value adjustment | 14,975 | ||
Net gain on fresh start adjustments | 102,830 | ||
Tax impact on fresh start accounting adjustments | (241 | ) | |
Net impact to Accumulated deficit | $ | 102,589 |
• | Issued to the Class B Holder (as defined in the Successor’s amended and restated certificate of incorporation) one share of Class B Common Stock, which confers certain rights to elect directors and certain drag-along rights; |
• | Issued to the Class C Holder (as defined in the Successor’s amended and restated certificate of incorporation) one share of Class C Common Stock, which confers certain rights to elect directors and certain drag-along rights; |
• | Adopted the 2019 Long Term Incentive Plan for officers, directors and employees of the Successor and its subsidiaries, pursuant to which 1,344,000 shares of the Successor’s Class A Common Stock were reserved for issuance; and |
• | authorized 10 million shares of the Successor's preferred stock. |
For the Three Months (Successor) Ended June 30, 2019 | Income (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
BASIC EPS | ||||||||||
Net loss available to common stockholders | $ | (761 | ) | 9,371 | $ | (0.08 | ) | |||
Restricted shares | — | — | ||||||||
Attributable to participating securities | — | — | ||||||||
DILUTED EPS | $ | (761 | ) | 9,371 | $ | (0.08 | ) | |||
For the Successor Period of February 9, 2019 through June 30, 2019 | Income (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
BASIC EPS | ||||||||||
Net loss available to common stockholders | $ | (24 | ) | 9,371 | $ | — | ||||
Restricted shares | — | — | ||||||||
Attributable to participating securities | — | — | ||||||||
DILUTED EPS | $ | (24 | ) | 9,371 | $ | — |
For the Predecessor Period of January 1, 2019 through February 8, 2019 | Income (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
BASIC EPS | ||||||||||
Net income available to common stockholders | $ | 261,727 | 25,587 | |||||||
Gain on cancellation of Preferred Shares | (14,650 | ) | ||||||||
Attributable to participating securities | (3,944 | ) | ||||||||
Net income available to common stockholders | $ | 243,133 | 25,587 | $ | 9.50 | |||||
Net income available to common stockholders | $ | 261,727 | 25,587 | |||||||
Gain on cancellation of Preferred Shares | (14,650 | ) | ||||||||
Effect of dilutive securities: | ||||||||||
Preferred shares | — | 1,287 | ||||||||
Restricted shares | (3,944 | ) | 415 | |||||||
Attributable to participating securities | 186 | — | ||||||||
DILUTED EPS | $ | 243,319 | 27,289 | $ | 8.92 | |||||
For the Three Months (Predecessor) Ended June 30, 2018 | Loss (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
BASIC EPS | ||||||||||
Net loss available to common stockholders | $ | (2,611 | ) | 25,568 | $ | (0.10 | ) | |||
Stock options | — | — | ||||||||
Attributable to participating securities | — | — | ||||||||
DILUTED EPS | $ | (2,611 | ) | 25,568 | $ | (0.10 | ) | |||
For the Six Months (Predecessor) Ended June 30, 2018 | Loss (Numerator) | Shares (Denominator) | Per Share Amount | |||||||
BASIC EPS |