|
Virginia
|
|
23-1184320
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
|
Name of exchange on which registered
|
Common Stock, $0.01 Par Value
|
|
NASDAQ Global Select Market
|
Large accelerated filer
|
ý
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|
Accelerated filer
|
o
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|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
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|
|
|
|
|
|
|
|
|
Emerging growth company
|
o
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Page
|
|
Forward-Looking Statements
|
||
Glossary of Certain Industry Terminology
|
||
Part I
|
||
Item
|
|
|
1.
|
Business
|
|
1A.
|
Risk Factors
|
|
1B.
|
Unresolved Staff Comments
|
|
2.
|
Properties
|
|
3.
|
Legal Proceedings
|
|
4.
|
Mine Safety Disclosures
|
|
Part II
|
||
|
|
|
5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
6.
|
Selected Financial Data
|
|
7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
|
|
|
Overview and Executive Summary
|
|
|
Key Developments
|
|
|
Financial Condition
|
|
|
Results of Operations
|
|
|
Off-Balance Sheet Arrangements
|
|
|
Contractual Obligations
|
|
|
Critical Accounting Estimates
|
|
7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
8.
|
Financial Statements and Supplementary Data
|
|
9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
9A.
|
Controls and Procedures
|
|
9B.
|
Other Information
|
|
Part III
|
||
|
|
|
10.
|
Directors, Executive Officers and Corporate Governance
|
|
11.
|
Executive Compensation
|
|
12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
14.
|
Principal Accountant Fees and Services
|
|
Part IV
|
||
|
|
|
15.
|
Exhibits, Financial Statement Schedules
|
|
16.
|
Form 10-K Summary
|
|
|
|
|
Signatures
|
•
|
all of the risks and uncertainty related to our announced merger with Denbury Resources Inc., including the risk that the conditions to the closing of the transaction are not satisfied and the additional risks discussed in Part I, Item 1A of this report;
|
•
|
risks related to completed acquisitions, including our ability to realize their expected benefits;
|
•
|
our ability to satisfy our short-term and long-term liquidity needs, including our ability to generate sufficient cash
|
•
|
negative events or publicity adversely affecting our ability to maintain our relationships with our suppliers, service
|
•
|
plans, objectives, expectations and intentions contained in this report that are not historical;
|
•
|
our ability to execute our business plan in volatile and depressed commodity price environments;
|
•
|
the decline in and volatility of commodity prices for oil, natural gas liquids, or NGLs, and natural gas;
|
•
|
our ability to develop, explore for, acquire and replace oil and gas reserves and sustain production;
|
•
|
our ability to generate profits or achieve targeted reserves in our development and exploratory drilling and well
|
•
|
any impairments, write-downs or write-offs of our reserves or assets;
|
•
|
the projected demand for and supply of oil, NGLs and natural gas;
|
•
|
our ability to contract for drilling rigs, frac crews, materials, supplies and services at reasonable costs;
|
•
|
our ability to renew or replace expiring contracts on acceptable terms;
|
•
|
our ability to obtain adequate pipeline transportation capacity or other transportation for our oil and gas production at reasonable cost and to sell our production at, or at reasonable discounts to, market prices;
|
•
|
the uncertainties inherent in projecting future rates of production for our wells and the extent to which actual
|
•
|
use of new techniques in our development, including choke management and longer laterals;
|
•
|
drilling and operating risks;
|
•
|
our ability to compete effectively against other oil and gas companies;
|
•
|
leasehold terms expiring before production can be established and our ability to replace expired leases;
|
•
|
environmental obligations, costs and liabilities that are not covered by an effective indemnity or insurance;
|
•
|
the timing of receipt of necessary regulatory permits;
|
•
|
the effect of commodity and financial derivative arrangements with other parties and counterparty risk related to the ability of these parties to meet their future obligations;
|
•
|
the occurrence of unusual weather or operating conditions, including force majeure events;
|
•
|
our ability to retain or attract senior management and key employees;
|
•
|
our reliance on a limited number of customers and a particular region for substantially all of our revenues and production;
|
•
|
compliance with and changes in governmental regulations or enforcement practices, especially with respect to
|
•
|
physical, electronic and cybersecurity breaches;
|
•
|
uncertainties relating to general domestic and international economic and political conditions;
|
•
|
the impact and costs associated with litigation or other legal matters; and
|
•
|
other factors set forth in our periodic filings with the Securities and Exchange Commission, or SEC, including the risks set forth in Part I, Item 1A of this Annual Report on Form 10-K for the year ended
December 31, 2018
.
|
Item 1
|
Business
|
•
|
require the acquisition of various permits before drilling commences;
|
•
|
require notice to stakeholders of proposed and ongoing operations;
|
•
|
require the installation of expensive pollution control equipment;
|
•
|
restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and gas drilling and production and saltwater disposal activities;
|
•
|
limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas, or otherwise restrict or prohibit activities that could impact the environment, including water resources; and
|
•
|
require remedial measures to mitigate pollution from former and ongoing operations, such as requirements to close pits and plug abandoned wells.
|
•
|
the inability to successfully integrate the businesses of the Company into Denbury in a manner that permits the combined company to achieve the full financial benefits anticipated from the Merger;
|
•
|
complexities associated with managing the larger, more complex, integrated business;
|
•
|
not realizing anticipated synergies;
|
•
|
integrating personnel from the two companies and the loss of key employees;
|
•
|
potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Merger;
|
•
|
integrating relationships with customers, vendors and business partners;
|
•
|
performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the Merger and integrating the Company’s operations into Denbury; and
|
•
|
the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.
|
•
|
we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;
|
•
|
the manner in which customers, vendors, business partners and other third parties perceive the Company may be negatively impacted, which in turn could affect our marketing operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;
|
•
|
we may experience negative reactions from employees; and
|
•
|
we will have expended time and resources that could otherwise have been spent on our existing businesses and the pursuit of other opportunities that could have been beneficial to the Company, and our ongoing business and financial results may be adversely affected.
|
•
|
domestic and foreign supplies of crude oil, NGLs and natural gas;
|
•
|
domestic and foreign consumer demand for crude oil, NGLs and natural gas;
|
•
|
political and economic conditions in oil or gas producing regions;
|
•
|
the extent to which the members of the Organization of Petroleum Exporting Countries and other oil exporting nations agree upon and maintain production constraints and oil price controls;
|
•
|
overall domestic and foreign economic conditions;
|
•
|
prices and availability of, and demand for, alternative fuels;
|
•
|
the effect of energy conservation efforts;
|
•
|
shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil, natural gas and NGLs so as to minimize emissions of carbon dioxide and methane GHGs;
|
•
|
volatility and trading patterns in the commodity-futures markets;
|
•
|
technological advances affecting energy consumption and energy supply;
|
•
|
political and economic events that directly or indirectly impact the relative strength or weakness of the United States dollar, on which crude oil prices are benchmarked globally, against foreign currencies;
|
•
|
risks related to the concentration of our operations in the Eagle Ford Shale field in South Texas;
|
•
|
speculation by investors in oil and gas;
|
•
|
the availability, cost, proximity and capacity of gathering, processing, refining and transportation facilities;
|
•
|
the cost and availability of products and personnel needed for us to produce oil and gas;
|
•
|
weather conditions; and
|
•
|
domestic and foreign governmental relations, regulation and taxation, including limits on the United States’ ability to export crude oil.
|
•
|
unexpected drilling conditions;
|
•
|
the use of multi-well pad drilling that requires the drilling of all of the wells on a pad until any one of the pad’s wells can be brought into production;
|
•
|
risks associated with drilling horizontal wells and extended lateral lengths, such as deviating from the desired drilling zone or not running casing or tools consistently through the wellbore, particularly as lateral lengths get longer;
|
•
|
fracture stimulation accidents or failures;
|
•
|
reductions in oil, natural gas and NGL prices;
|
•
|
elevated pressure or irregularities in geologic formations;
|
•
|
loss of title or other title related issues;
|
•
|
equipment failures or accidents;
|
•
|
costs, shortages or delays in the availability of drilling rigs, frac fleets, crews, equipment and materials;
|
•
|
shortages in experienced labor;
|
•
|
crude oil, NGLs or natural gas gathering, transportation, processing, storage and export facility availability
|
•
|
surface access restrictions;
|
•
|
delays imposed by or resulting from compliance with regulatory requirements, including any hydraulic fracturing regulations and other applicable regulations, and the failure to secure or delays in securing necessary regulatory, contractual and third-party approvals and permits;
|
•
|
political events, public protests, civil disturbances, terrorist acts or cyber attacks;
|
•
|
environmental hazards, such as natural gas leaks, oil and produced water spills, pipeline and tank ruptures, encountering naturally occurring radioactive materials, and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the surface and subsurface environment;
|
•
|
limited availability of financing at acceptable terms;
|
•
|
limitations in the market for crude oil, natural gas and NGLs;
|
•
|
fires, explosions, blow-outs and surface cratering;
|
•
|
adverse weather conditions; and
|
•
|
actions by third-party operators of our properties.
|
•
|
the results of our exploration efforts and the acquisition, review and analysis of the seismic data;
|
•
|
the availability of sufficient capital resources to us and the other participants for the drilling of the prospects;
|
•
|
the approval of the prospects by the other participants after additional data has been compiled;
|
•
|
economic and industry conditions at the time of drilling, including prevailing and anticipated prices for oil and gas and the availability and prices of drilling rigs and crews, frac crews, and related equipment and material; and
|
•
|
the availability of leases and permits on reasonable terms for the prospects.
|
•
|
fires, explosions, blowouts, cratering and casing collapses;
|
•
|
formations with abnormal pressures or structures;
|
•
|
pipeline ruptures or spills;
|
•
|
mechanical difficulties, such as stuck oilfield drilling and service tools;
|
•
|
uncontrollable flows of oil, natural gas or well fluids;
|
•
|
migration of fracturing fluids into surrounding groundwater;
|
•
|
spills or releases of fracturing fluids including from trucks sometimes used to deliver these materials;
|
•
|
spills or releases of brine or other produced water that may go off-site;
|
•
|
subsurface conditions that prevent us from (i) stimulating the planned number of stages, (ii) accessing the entirety of the wellbore with our tools during completion or (iii) removing all fracturing-related materials from the wellbore to allow production to begin;
|
•
|
environmental hazards such as natural gas leaks, oil or produced water spills and discharges of toxic gases; and
|
•
|
natural disasters and other adverse weather conditions, terrorism, vandalism and physical, electronic and cyber security breaches.
|
•
|
delays imposed by or resulting from compliance with environmental and other governmental or regulatory requirements, which may include limitations on hydraulic fracturing or the discharge of GHGs;
|
•
|
the need to shut down, abandon and relocate drilling operations;
|
•
|
the need to sample, test and monitor drinking water in particular areas and to provide filtration or other drinking water supplies to users of water supplies that may have been impacted or threatened by potential contamination from fracturing fluids;
|
•
|
the need to modify drill sites to ensure there are no spills or releases off-site and to investigate and/or remediate any spills or releases that might have occurred; or
|
•
|
suspension of our operations.
|
•
|
our production is less than expected;
|
•
|
there is a widening of price basis differentials between delivery points for our production and the delivery point assumed in the hedge arrangement;
|
•
|
the counterparty to a derivatives instrument fails to perform under the contract; or
|
•
|
a sudden, unexpected event materially impacts commodity prices.
|
•
|
Unauthorized access to seismic data, reserves information, strategic information, or other sensitive or proprietary information could have a negative impact on our ability to compete for oil and gas resources;
|
•
|
Data corruption, communication interruption, or other operational disruption during drilling activities could result in failure to reach the intended target or a drilling incident;
|
•
|
Data corruption or operational disruptions of production-related infrastructure could result in a loss of production, or accidental discharge;
|
•
|
A cyber attack on a vendor or service provider could result in supply chain disruptions which could delay or halt our major development projects;
|
•
|
A cyber attack on third-party gathering, pipeline, or other transportation systems could delay or prevent us from transporting and marketing our production, resulting in a loss of revenues;
|
•
|
A cyber attack involving commodities exchanges or financial institutions could slow or halt commodities trading, thus preventing us from marketing our production or engaging in hedging activities, resulting in a loss of revenues;
|
•
|
A cyber attack which halts activities at a power generation facility or refinery using natural gas as feed stock could have a significant impact on the natural gas market;
|
•
|
A cyber attack on a communications network or power grid could cause operational disruption resulting in loss of revenues;
|
•
|
A cyber attack on our automated and surveillance systems could cause a loss in production and potential environmental hazards;
|
•
|
A deliberate corruption of our financial or operating data could result in events of non-compliance which could then lead to regulatory fines or penalties; and
|
•
|
A cyber attack resulting in the loss or disclosure of, or damage to, our or any of our customer’s or supplier’s data or confidential information could harm our business by damaging our reputation, subjecting us to potential financial or legal liability, and requiring us to incur significant costs, including costs to repair or restore our systems and data or to take other remedial steps.
|
•
|
key suppliers could terminate their relationship or require financial assurances or enhanced performance;
|
•
|
our ability to renew existing contracts and compete for new business may be adversely affected;
|
•
|
our ability to attract, motivate and/or retain key executives and employees may be adversely affected;
|
•
|
employees may be distracted from performance of their duties or more easily attracted to other employment opportunities;
|
•
|
our ability to obtain credit and raise capital on terms acceptable to us or at all; and
|
•
|
our ability to attract and retain customers may be negatively impacted.
|
•
|
authorize our Board to issue preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval;
|
•
|
establish advance notice procedures for nominating directors or presenting matters at stockholder meetings; and
|
•
|
limit the persons who may call special meetings of stockholders.
|
Item 1B
|
Unresolved Staff Commen
ts
|
Item 2
|
Properties
|
|
Crude Oil
|
|
NGLs
|
|
Natural
Gas
|
|
Oil
Equivalents
|
|
Standardized
Measure
|
|
PV10
1
|
||||||||
|
(MMBbl)
|
|
(MMBbl)
|
|
(Bcf)
|
|
(MMBOE)
|
|
$ in millions
|
|
$ in millions
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Producing
|
35.2
|
|
|
6.3
|
|
|
31.8
|
|
|
46.8
|
|
|
|
|
|
||||
Non-producing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
35.2
|
|
|
6.3
|
|
|
31.8
|
|
|
46.8
|
|
|
|
|
|
||||
Undeveloped
|
54.5
|
|
|
11.7
|
|
|
59.7
|
|
|
76.2
|
|
|
|
|
|
||||
|
89.7
|
|
|
18.0
|
|
|
91.5
|
|
|
123.0
|
|
|
$
|
1,623.9
|
|
|
$
|
1,769.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price measurement used
|
$65.56/Bbl
|
|
|
$23.60/Bbl
|
|
|
$3.10/MMBtu
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Developed
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Producing
|
22.4
|
|
|
4.9
|
|
|
27.2
|
|
|
31.8
|
|
|
|
|
|
||||
Non-producing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
22.4
|
|
|
4.9
|
|
|
27.2
|
|
|
31.8
|
|
|
|
|
|
||||
Undeveloped
|
33.4
|
|
|
4.0
|
|
|
20.1
|
|
|
40.8
|
|
|
|
|
|
||||
|
55.8
|
|
|
8.9
|
|
|
47.3
|
|
|
72.6
|
|
|
$
|
590.5
|
|
|
$
|
609.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price measurement used
|
$51.34/Bbl
|
|
|
$18.48/Bbl
|
|
|
$2.98/MMBtu
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Developed
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Producing
|
17.5
|
|
|
4.3
|
|
|
24.8
|
|
|
25.9
|
|
|
|
|
|
||||
Non-producing
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
|
|
|
|
||||
|
17.7
|
|
|
4.4
|
|
|
24.9
|
|
|
26.2
|
|
|
|
|
|
||||
Undeveloped
|
18.9
|
|
|
2.4
|
|
|
11.8
|
|
|
23.3
|
|
|
|
|
|
||||
|
36.6
|
|
|
6.8
|
|
|
36.7
|
|
|
49.5
|
|
|
$
|
317.5
|
|
|
$
|
317.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price measurement used
|
$42.75/Bbl
|
|
|
$12.33/Bbl
|
|
|
$2.48/MMBtu
|
|
|
|
|
|
|
|
|
Crude Oil
|
|
NGLs
|
|
Natural Gas
|
|
Oil Equivalents
|
||||
|
(MMBbl)
|
|
(MMBbl)
|
|
(Bcf)
|
|
(MMBOE)
|
||||
Proved undeveloped reserves at beginning of year
|
33.4
|
|
|
4.0
|
|
|
20.1
|
|
|
40.8
|
|
Revisions of previous estimates
|
(13.9
|
)
|
|
(1.4
|
)
|
|
(7.2
|
)
|
|
(16.5
|
)
|
Extensions and discoveries
|
42.0
|
|
|
10.4
|
|
|
52.7
|
|
|
61.1
|
|
Purchase of reserves
|
3.7
|
|
|
0.2
|
|
|
1.2
|
|
|
4.1
|
|
Conversion to proved developed reserves
|
(10.7
|
)
|
|
(1.4
|
)
|
|
(7.1
|
)
|
|
(13.3
|
)
|
Proved undeveloped reserves at end of year
|
54.5
|
|
|
11.8
|
|
|
59.7
|
|
|
76.2
|
|
|
|
Total Production
|
|||||||||||
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||
|
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12
|
||||||
Region
|
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||
|
|
(MBOE)
|
|
|
(MBOE)
|
||||||||
South Texas
|
|
7,780
|
|
|
3,487
|
|
|
937
|
|
|
|
3,071
|
|
Divested properties
1
|
|
165
|
|
|
292
|
|
|
103
|
|
|
|
276
|
|
|
|
7,944
|
|
|
3,779
|
|
|
1,039
|
|
|
|
3,346
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Average Daily Production
|
|||||||||||
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||
|
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12
|
||||||
Region
|
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||
|
|
(BOEPD)
|
|
|
(BOEPD)
|
||||||||
South Texas
|
|
21,314
|
|
|
9,553
|
|
|
8,515
|
|
|
|
11,995
|
|
Divested properties
1
|
|
451
|
|
|
800
|
|
|
934
|
|
|
|
1,076
|
|
|
|
21,765
|
|
|
10,353
|
|
|
9,449
|
|
|
|
13,071
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Average prices:
|
|
|
|
|
|
|
|
|
|
||||||||
Crude oil ($ per Bbl)
|
|
$
|
66.23
|
|
|
$
|
50.96
|
|
|
$
|
46.68
|
|
|
|
$
|
35.21
|
|
NGLs ($ per Bbl)
|
|
$
|
20.99
|
|
|
$
|
19.25
|
|
|
$
|
16.56
|
|
|
|
$
|
11.37
|
|
Natural gas ($ per Mcf)
|
|
$
|
3.08
|
|
|
$
|
2.89
|
|
|
$
|
2.81
|
|
|
|
$
|
2.06
|
|
Aggregate ($ per BOE)
|
|
$
|
55.33
|
|
|
$
|
42.20
|
|
|
$
|
37.19
|
|
|
|
$
|
27.99
|
|
Average production and lifting cost ($ per BOE):
|
|
|
|
|
|
|
|
|
|
||||||||
Lease operating
|
|
$
|
4.52
|
|
|
$
|
5.76
|
|
|
$
|
5.13
|
|
|
|
$
|
4.67
|
|
Gathering processing and transportation
|
|
2.34
|
|
|
2.84
|
|
|
2.93
|
|
|
|
3.96
|
|
||||
|
|
$
|
6.86
|
|
|
$
|
8.60
|
|
|
$
|
8.06
|
|
|
|
$
|
8.63
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Crude oil (MBbl)
|
6,050
|
|
|
2,716
|
|
|
695
|
|
|
|
2,265
|
|
||||
NGLs (MBbl)
|
944
|
|
|
418
|
|
|
130
|
|
|
|
449
|
|
||||
Natural gas (MMcf)
|
4,713
|
|
|
2,120
|
|
|
674
|
|
|
|
2,141
|
|
||||
Total (MBOE)
|
7,780
|
|
|
3,487
|
|
|
937
|
|
|
|
3,071
|
|
||||
Percent of total company production
|
98
|
%
|
|
92
|
%
|
|
90
|
%
|
|
|
92
|
%
|
||||
Average prices:
|
|
|
|
|
|
|
|
|
||||||||
Crude oil ($ per Bbl)
|
$
|
66.24
|
|
|
$
|
51.08
|
|
|
$
|
46.73
|
|
|
|
$
|
35.24
|
|
NGLs ($ per Bbl)
|
$
|
21.10
|
|
|
$
|
18.13
|
|
|
$
|
14.82
|
|
|
|
$
|
10.34
|
|
Natural gas ($ per Mcf)
|
$
|
3.16
|
|
|
$
|
2.95
|
|
|
$
|
2.79
|
|
|
|
$
|
2.05
|
|
Aggregate ($ per BOE)
|
$
|
55.99
|
|
|
$
|
43.74
|
|
|
$
|
38.71
|
|
|
|
$
|
28.94
|
|
Average production and lifting cost ($ per BOE):
|
|
|
|
|
|
|
|
|
||||||||
Lease operating
|
$
|
4.47
|
|
|
$
|
5.79
|
|
|
$
|
5.39
|
|
|
|
$
|
4.58
|
|
Gathering processing and transportation
|
2.27
|
|
|
2.49
|
|
|
2.58
|
|
|
|
3.50
|
|
||||
|
$
|
6.74
|
|
|
$
|
8.28
|
|
|
$
|
7.97
|
|
|
|
$
|
8.08
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productive
|
53
|
|
|
45.5
|
|
|
29
|
|
|
16.9
|
|
|
5
|
|
|
2.9
|
|
Dry well
1
|
—
|
|
|
—
|
|
|
1
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
Total
|
53
|
|
|
45.5
|
|
|
30
|
|
|
17.6
|
|
|
5
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wells in progress at end of year
2
|
11
|
|
|
10.2
|
|
|
11
|
|
|
8.2
|
|
|
5
|
|
|
2.6
|
|
|
|
Primarily Oil
|
|
Primarily Natural Gas
|
|
Total
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Total productive wells
|
|
458
|
|
|
375.5
|
|
|
2
|
|
|
2.0
|
|
|
460
|
|
|
377.5
|
|
|
|
Developed
|
|
Undeveloped
|
|
Total
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Total acreage
|
|
89.9
|
|
|
76.9
|
|
|
8.3
|
|
|
7.3
|
|
|
98.2
|
|
|
84.2
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
Expirations by year
|
|
0.7
|
|
5.5
|
|
0.9
|
|
0.2
|
Item 3
|
Legal Proceedings
|
Item 4
|
Mine Safety Disclosures
|
Item 5
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
November 15,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2017
|
|
2018
|
||||||||
Penn Virginia Corporation
|
$
|
100.00
|
|
|
$
|
120.62
|
|
|
$
|
96.27
|
|
|
$
|
133.05
|
|
S&P SmallCap 600 Index
|
$
|
100.00
|
|
|
$
|
116.34
|
|
|
$
|
131.74
|
|
|
$
|
120.56
|
|
S&P 600 Oil & Gas Exploration & Production Index
|
$
|
100.00
|
|
|
$
|
115.64
|
|
|
$
|
81.84
|
|
|
$
|
45.36
|
|
Item 6
|
Selected Financial Data
|
2
|
Operating income (loss) for all periods prior to 2018 reflects the retrospective application of Accounting Standards Update 2017–07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,
or ASU 2017-07. See “
Overview and Executive Summary
” included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 to our Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”
|
3
|
Net income (loss) and Income (loss) attributable to common shareholders for the year ended December 31, 2018 and the period of January 1 through September 12, 2016 includes reorganization items attributable to our bankruptcy proceedings of $3.3 million and $1.1 billion, respectively.
|
4
|
Excludes inducements paid for the conversion of preferred stock of $4.3 million in 2014.
|
Item 7
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Production increased approximately 12 percent to 2,363 MBOE, from 2,108 MBOE due primarily to incremental production from the 10 gross (8.9 net) wells turned to sales during the quarter, the majority of which were turned to sales in the first month of the quarter.
|
•
|
Product revenues decreased approximately two percent to $124.6 million from $126.8 million due primarily to approximately $18.0 million of which relates to 14 percent and three percent lower crude oil and NGL pricing, partially offset by $14.7 million due to the effect of higher overall production volume, and $1.1 million from 26 percent higher natural gas pricing.
|
•
|
Production and lifting costs, which include LOE and GPT, increased on an absolute basis to $15.7 million from $14.8 million, but decreased on a per unit basis to $6.65 per BOE, from $7.04 per BOE due primarily to lower surface maintenance costs as well as the effect of the increase in production volume.
|
•
|
Production and ad valorem taxes decreased on an absolute and per unit basis to $6.5 million and $2.75 per BOE from $7.2 million and $3.39 per BOE, respectively, due primarily to lower crude oil and NGL pricing partially offset by the effect of higher production volume.
|
•
|
General and administrative expenses increased on an absolute and per unit basis to $8.1 million and $3.43 per BOE from $6.2 million and $2.92 per BOE, respectively, due primarily to transaction costs associated with the Merger partially offset by the effect of higher production volume.
|
•
|
Our DD&A increased to $39.6 million, or $16.75 per BOE from $35.0 million, or $16.61 per BOE due primarily to $4.2 million from the effect of higher production volume, as well as $0.4 million attributable to the effect of higher rates, resulting from higher capitalized costs for oil and gas properties.
|
•
|
Our operating income declined to $54.9 million from $64.0 million due to the combined impact of the matters noted in the bullets above.
|
1
|
The effects of the adoption of ASC Topic 606, if applied to the three months ended December 31, 2017 and the year ended December 31, 2017, would have resulted in realized prices for NGLs of $19.27 and $16.40 per BOE and GPT of $2.43 and $2.45 per BOE, respectively.
|
2
|
Includes combined amounts of
$1.56
and $0.51 per BOE for the three months ended December 31, 2018 and September 30, 2018, respectively, and
$1.11
,
$1.36
and
$6.98
per BOE for the Successor periods ended December 31, 2018 and 2017 and the Predecessor period in 2016, respectively, attributable to equity- and liability-classified share-based compensation and significant special charges, including acquisition, divestiture and strategic transaction costs and strategic and financial advisory costs prior to our bankruptcy filing, among others costs, as described in the discussion of “
Results of Operations - General and Administrative
” that follows.
|
3
|
Determined using the full cost method for the Successor periods and the successful efforts method for the Predecessor period.
|
4
|
Includes amounts accrued and excludes capitalized interest and capitalized labor.
|
5
|
Includes net cash paid for derivative settlements of $13.1 million and $15.2 million for the three months ended December 31, 2018 and September 30, 2018, respectively, and $48.3 million and $3.5 million for the years ended December 31, 2018 and 2017, respectively, and cash received from derivative settlements of $0.4 million and $48.0 million for the Successor and Predecessor periods ended in 2016, respectively. Reflects changes in operating assets and liabilities of $(0.7) million and $(6.1) million for the three months ended December 31, 2018 and September 30, 2018, respectively, and $(2.8) million, $(15.0) million and $7.0 million for the Successor periods ended December 31, 2018, 2017 and 2016 and $35.2 million for the Predecessor period in 2016, respectively.
|
6
|
Represents actual cash paid for capital expenditures including capitalized interest and capitalized labor.
|
|
WTI Volumes
|
|
WTI Average Swap Price
|
|
LLS Volumes
|
|
LLS Average Swap Price
|
||||||
|
(Barrels per day)
|
|
($ per barrel)
|
|
(Barrels per day)
|
|
($ per barrel)
|
||||||
Remainder of 2019
|
6,407
|
|
|
$
|
54.49
|
|
|
5,000
|
|
|
$
|
59.17
|
|
2020
|
6,000
|
|
|
$
|
54.09
|
|
|
—
|
|
|
—
|
|
|
Borrowings Outstanding
|
|
|
|||||||
|
Weighted-
Average
|
|
Maximum
|
|
Weighted-
Average Rate
|
|||||
Three months ended December 31, 2018
|
$
|
305,217
|
|
|
$
|
321,000
|
|
|
6.25
|
%
|
Year ended December 31, 2018
|
$
|
230,934
|
|
|
$
|
321,000
|
|
|
5.76
|
%
|
|
Year Ended
|
||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
||||
Operating cash flows, net of working capital changes
|
$
|
346,780
|
|
|
$
|
91,365
|
|
Crude oil derivative settlements paid, net
|
(48,291
|
)
|
|
(3,511
|
)
|
||
Interest payments, net of amounts capitalized
|
(22,599
|
)
|
|
(4,102
|
)
|
||
Acquisition, divestiture and strategic transaction costs paid
|
(2,968
|
)
|
|
(1,088
|
)
|
||
Reorganization items paid, net
|
(540
|
)
|
|
(954
|
)
|
||
Consulting costs paid to former Executive Chairman
|
(250
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
272,132
|
|
|
81,710
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
||
Acquisitions, net
|
(85,387
|
)
|
|
(200,849
|
)
|
||
Capital expenditures
|
(430,592
|
)
|
|
(115,687
|
)
|
||
Proceeds from sales of assets, net
|
7,683
|
|
|
869
|
|
||
Net cash used in investing activities
|
(508,296
|
)
|
|
(315,667
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
||
Proceeds from credit facility borrowings, net
|
244,000
|
|
|
52,000
|
|
||
Proceeds from second lien facility, net
|
—
|
|
|
196,000
|
|
||
Debt issuance costs paid
|
(989
|
)
|
|
(9,787
|
)
|
||
Proceeds from rights offering, net
|
—
|
|
|
55
|
|
||
Other, net
|
—
|
|
|
(55
|
)
|
||
Net cash provided by financing activities
|
243,011
|
|
|
238,213
|
|
||
Net increase in cash and cash equivalents
|
$
|
6,847
|
|
|
$
|
4,256
|
|
|
Year Ended
|
||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Drilling and completion
|
$
|
405,677
|
|
|
$
|
125,235
|
|
Lease acquisitions and other land-related costs
|
5,180
|
|
|
4,493
|
|
||
Geological, geophysical (seismic) and delay rental costs
|
377
|
|
|
696
|
|
||
Pipeline, gathering facilities and other equipment, net
|
7,717
|
|
|
(597
|
)
|
||
|
$
|
418,951
|
|
|
$
|
129,827
|
|
|
Year Ended
|
||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Total capital program costs (from above)
|
$
|
418,951
|
|
|
$
|
129,827
|
|
Increase in accrued capitalized costs
|
(44
|
)
|
|
(19,910
|
)
|
||
Less:
|
|
|
|
||||
Transfers from tubular inventory and well materials
|
(10,056
|
)
|
|
(3,326
|
)
|
||
Sales & use tax refunds received and applied to property accounts
|
(643
|
)
|
|
(2,265
|
)
|
||
Add:
|
|
|
|
||||
Tubular inventory and well materials purchased in advance of drilling
|
9,578
|
|
|
6,252
|
|
||
Capitalized internal labor
|
3,688
|
|
|
2,384
|
|
||
Capitalized interest
|
9,118
|
|
|
2,725
|
|
||
Total cash paid for capital expenditures
|
$
|
430,592
|
|
|
$
|
115,687
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Credit Facility borrowings
|
$
|
321,000
|
|
|
$
|
77,000
|
|
Second Lien Facility term loans, net of original issue discount and issuance costs
|
190,375
|
|
|
188,267
|
|
||
Total debt
|
511,375
|
|
|
265,267
|
|
||
Shareholders’ equity
|
447,355
|
|
|
221,639
|
|
||
Total capitalization
|
$
|
958,730
|
|
|
$
|
486,906
|
|
Debt as a % of total capitalization
|
53
|
%
|
|
54
|
%
|
|
Total Production
|
|||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||
Crude oil (MBbl)
|
6,077
|
|
|
2,764
|
|
|
710
|
|
|
|
2,311
|
|
NGLs (MBbl)
|
1,004
|
|
|
523
|
|
|
164
|
|
|
|
533
|
|
Natural gas (MMcf)
|
5,181
|
|
|
2,949
|
|
|
994
|
|
|
|
3,012
|
|
Total (MBOE)
|
7,944
|
|
|
3,779
|
|
|
1,039
|
|
|
|
3,346
|
|
2018 vs 2017 Variance (MBOE)
|
|
|
4,165
|
|
|
|
|
|
|
|||
% Change
|
|
|
110
|
%
|
|
|
|
|
|
|||
2017 vs. Combined 2016 Variance (MBOE)
|
|
|
|
|
|
|
|
(606
|
)
|
|||
% Change
|
|
|
|
|
|
|
|
(14
|
)%
|
|||
|
Average Daily Production
|
|||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||
Crude oil (Bbl per day)
|
16,650
|
|
|
7,573
|
|
|
6,457
|
|
|
|
9,028
|
|
NGLs (Bbl per day)
|
2,750
|
|
|
1,432
|
|
|
1,486
|
|
|
|
2,083
|
|
Natural gas (MMcf per day)
|
14
|
|
|
8
|
|
|
9
|
|
|
|
12
|
|
Total (BOEPD)
|
21,765
|
|
|
10,353
|
|
|
9,449
|
|
|
|
13,071
|
|
2018 vs 2017 Variance (BOEPD)
|
|
|
11,412
|
|
|
|
|
|
|
|||
% Change
|
|
|
110
|
%
|
|
|
|
|
|
|||
2017 vs. Combined 2016 Variance (BOEPD)
|
|
|
|
|
|
|
|
(1,631
|
)
|
|||
% Change
|
|
|
|
|
|
|
|
(14
|
)%
|
|||
|
Total Production by Region
|
|||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||
South Texas
|
7,780
|
|
|
3,487
|
|
|
937
|
|
|
|
3,071
|
|
Divested properties
1
|
165
|
|
|
292
|
|
|
103
|
|
|
|
276
|
|
Total (MBOE)
|
7,944
|
|
|
3,779
|
|
|
1,039
|
|
|
|
3,346
|
|
2018 vs 2017 Variance (MBOE)
|
|
|
4,165
|
|
|
|
|
|
|
|||
% Change
|
|
|
110
|
%
|
|
|
|
|
|
|||
2017 vs. Combined 2016 Variance (MBOE)
|
|
|
|
|
|
|
|
(606
|
)
|
|||
% Change
|
|
|
|
|
|
|
|
(14
|
)%
|
|||
|
Average Daily Production by Region
|
|||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||
South Texas
|
21,314
|
|
|
9,553
|
|
|
8,515
|
|
|
|
11,995
|
|
Divested properties
1
|
451
|
|
|
800
|
|
|
934
|
|
|
|
1,076
|
|
Total (BOEPD)
|
21,765
|
|
|
10,353
|
|
|
9,449
|
|
|
|
13,071
|
|
2018 vs 2017 Variance (BOEPD)
|
|
|
11.412
|
|
|
|
|
|
|
|||
% Change
|
|
|
110
|
%
|
|
|
|
|
|
|||
2017 vs. Combined 2016 Variance (BOEPD)
|
|
|
|
|
|
|
|
(1,631
|
)
|
|||
% Change
|
|
|
|
|
|
|
|
(14
|
)%
|
|
Total Product Revenues
|
|||||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Crude oil
|
$
|
402,485
|
|
|
$
|
140,886
|
|
|
$
|
33,157
|
|
|
|
$
|
81,377
|
|
NGLs
|
21,073
|
|
|
10,066
|
|
|
2,707
|
|
|
|
6,064
|
|
||||
Natural gas
|
15,972
|
|
|
8,517
|
|
|
2,790
|
|
|
|
6,208
|
|
||||
Total
|
$
|
439,530
|
|
|
$
|
159,469
|
|
|
$
|
38,654
|
|
|
|
$
|
93,649
|
|
2018 vs. 2017 Variance
|
|
|
$
|
280,061
|
|
|
|
|
|
|
||||||
% Change
|
|
|
176
|
%
|
|
|
|
|
|
|||||||
2017 vs. Combined 2016 Variance
|
|
|
|
|
|
|
|
$
|
27,166
|
|
||||||
% Change
|
|
|
|
|
|
|
|
21
|
%
|
|||||||
|
Product Revenues per Unit of Volume
|
|||||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Crude oil ($ per barrel)
|
$
|
66.23
|
|
|
$
|
50.96
|
|
|
$
|
46.68
|
|
|
|
$
|
35.21
|
|
NGLs ($ per barrel)
|
$
|
20.99
|
|
|
$
|
19.25
|
|
|
$
|
16.56
|
|
|
|
$
|
11.37
|
|
Natural gas ($ per Mcf)
|
$
|
3.08
|
|
|
$
|
2.89
|
|
|
$
|
2.81
|
|
|
|
$
|
2.06
|
|
Total ($ per BOE)
|
$
|
55.33
|
|
|
$
|
42.20
|
|
|
$
|
37.19
|
|
|
|
$
|
27.99
|
|
2018 vs. 2017 Variance ($ per BOE)
|
|
|
$
|
13.13
|
|
|
|
|
|
|
||||||
% Change
|
|
|
31
|
%
|
|
|
|
|
|
|||||||
2017 vs. Combined 2016 Variance ($ per BOE)
|
|
|
|
|
|
|
|
$
|
12.03
|
|
||||||
% Change
|
|
|
|
|
|
|
|
40
|
%
|
|||||||
|
Product Revenues by Region
|
|||||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
South Texas
|
$
|
435,599
|
|
|
$
|
152,521
|
|
|
$
|
36,261
|
|
|
|
$
|
88,849
|
|
Divested properties
1
|
3,931
|
|
|
6,948
|
|
|
2,393
|
|
|
|
4,800
|
|
||||
Total
|
$
|
439,530
|
|
|
$
|
159,469
|
|
|
$
|
38,654
|
|
|
|
$
|
93,649
|
|
2018 vs. 2017 Variance
|
|
|
$
|
280,061
|
|
|
|
|
|
|
||||||
% Change
|
|
|
176
|
%
|
|
|
|
|
|
|||||||
2017 vs. Combined 2016 Variance
|
|
|
|
|
|
|
|
$
|
27,166
|
|
||||||
% Change
|
|
|
|
|
|
|
|
21
|
%
|
|||||||
|
Product Revenues per BOE by Region
|
|||||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
South Texas
|
$
|
55.99
|
|
|
$
|
43.74
|
|
|
$
|
38.71
|
|
|
|
$
|
28.94
|
|
Divested properties
1
|
$
|
23.87
|
|
|
$
|
23.79
|
|
|
$
|
23.29
|
|
|
|
$
|
17.42
|
|
Total ($ per BOE)
|
$
|
55.33
|
|
|
$
|
42.20
|
|
|
$
|
37.19
|
|
|
|
$
|
27.99
|
|
2018 vs. 2017 Variance ($ per BOE)
|
|
|
$
|
13.13
|
|
|
|
|
|
|
||||||
% Change
|
|
|
31
|
%
|
|
|
|
|
|
|||||||
2017 vs. Combined 2016 Variance ($ per BOE)
|
|
|
|
|
|
|
|
$
|
12.03
|
|
||||||
% Change
|
|
|
|
|
|
|
|
40
|
%
|
|
|
|
Year Ended December 31, 2017 vs.
|
||||||||||||||||||||
|
Year Ended December 31, 2018 vs.
|
|
Combined Successor and Predecessor
|
||||||||||||||||||||
|
Year Ended December 31, 2017
|
|
Periods Ended December 31, 2016
|
||||||||||||||||||||
|
Revenue Variance Due to
|
|
Revenue Variance Due to
|
||||||||||||||||||||
|
Volume
|
|
Price
|
|
Total
|
|
Volume
|
|
Price
|
|
Total
|
||||||||||||
Crude oil
|
$
|
168,812
|
|
|
$
|
92,787
|
|
|
$
|
261,599
|
|
|
$
|
(9,742
|
)
|
|
$
|
36,094
|
|
|
$
|
26,352
|
|
NGLs
|
9,259
|
|
|
1,748
|
|
|
11,007
|
|
|
(2,188
|
)
|
|
3,483
|
|
|
1,295
|
|
||||||
Natural gas
|
6,448
|
|
|
1,007
|
|
|
7,455
|
|
|
(2,378
|
)
|
|
1,897
|
|
|
(481
|
)
|
||||||
|
$
|
184,519
|
|
|
$
|
95,542
|
|
|
$
|
280,061
|
|
|
$
|
(14,308
|
)
|
|
$
|
41,474
|
|
|
$
|
27,166
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Crude oil revenues as reported
|
$
|
402,485
|
|
|
$
|
140,886
|
|
|
$
|
33,157
|
|
|
|
$
|
81,377
|
|
Derivative settlements, net
|
(48,291
|
)
|
|
(3,511
|
)
|
|
384
|
|
|
|
48,008
|
|
||||
|
$
|
354,194
|
|
|
$
|
137,375
|
|
|
$
|
33,541
|
|
|
|
$
|
129,385
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crude oil prices per Bbl, as reported
|
$
|
66.23
|
|
|
$
|
50.96
|
|
|
$
|
46.68
|
|
|
|
$
|
35.21
|
|
Derivative settlements per Bbl
|
(7.95
|
)
|
|
(1.27
|
)
|
|
0.54
|
|
|
|
20.77
|
|
||||
|
$
|
58.28
|
|
|
$
|
49.69
|
|
|
$
|
47.22
|
|
|
|
$
|
55.98
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Gain (loss) on sales of assets, net
|
$
|
(177
|
)
|
|
$
|
(36
|
)
|
|
$
|
(49
|
)
|
|
|
$
|
1,261
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Lease operating
|
$
|
35,879
|
|
|
$
|
21,784
|
|
|
$
|
5,331
|
|
|
|
$
|
15,626
|
|
Per unit of production ($/BOE)
|
$
|
4.52
|
|
|
$
|
5.76
|
|
|
$
|
5.13
|
|
|
|
$
|
4.67
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Gathering, processing and transportation
|
$
|
18,626
|
|
|
$
|
10,734
|
|
|
$
|
3,043
|
|
|
|
$
|
13,235
|
|
Per unit of production ($/BOE)
|
$
|
2.34
|
|
|
$
|
2.84
|
|
|
$
|
2.93
|
|
|
|
$
|
3.96
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Production and ad valorem taxes
|
|
|
|
|
|
|
|
|
||||||||
Production/severance taxes
|
$
|
20,619
|
|
|
$
|
7,533
|
|
|
$
|
1,801
|
|
|
|
$
|
2,695
|
|
Ad valorem taxes
|
2,928
|
|
|
1,281
|
|
|
697
|
|
|
|
795
|
|
||||
|
$
|
23,547
|
|
|
$
|
8,814
|
|
|
$
|
2,498
|
|
|
|
$
|
3,490
|
|
Per unit of production ($/BOE)
|
$
|
2.96
|
|
|
$
|
2.33
|
|
|
$
|
2.40
|
|
|
|
$
|
1.04
|
|
Production/severance tax rate as a percent of product revenues
|
4.7
|
%
|
|
4.7
|
%
|
|
4.7
|
%
|
|
|
2.9
|
%
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Primary G&A
|
$
|
17,236
|
|
|
$
|
13,072
|
|
|
$
|
5,065
|
|
|
|
$
|
15,607
|
|
Shares-based compensation
|
|
|
|
|
|
|
|
|
||||||||
Liability-classified
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(19
|
)
|
||||
Equity-classified
|
4,618
|
|
|
3,809
|
|
|
81
|
|
|
|
1,511
|
|
||||
Significant special charges
|
|
|
|
|
|
|
|
|
||||||||
Acquisition, divestiture and strategic transaction costs
|
3,960
|
|
|
1,340
|
|
|
—
|
|
|
|
—
|
|
||||
Strategic and financial advisory costs
|
—
|
|
|
—
|
|
|
—
|
|
|
|
18,036
|
|
||||
Executive retirement costs
|
250
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Restructuring expenses
|
—
|
|
|
(20
|
)
|
|
(80
|
)
|
|
|
3,821
|
|
||||
Total general and administrative expenses
|
$
|
26,064
|
|
|
$
|
18,201
|
|
|
$
|
5,066
|
|
|
|
$
|
38,956
|
|
Per unit of production ($/BOE)
|
$
|
3.28
|
|
|
$
|
4.82
|
|
|
$
|
4.88
|
|
|
|
$
|
11.64
|
|
Per unit of production excluding all share-based compensation and other significant special charges identified above ($/BOE)
|
$
|
2.17
|
|
|
$
|
3.46
|
|
|
$
|
4.87
|
|
|
|
$
|
4.66
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Unproved leasehold amortization
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,940
|
|
Drilling rig termination charges
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,705
|
|
||||
Drilling carry commitment
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,964
|
|
||||
Geological and geophysical costs (seismic)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
33
|
|
||||
Other, primarily write-off of uncompleted wells
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4,646
|
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
10,288
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
DD&A expense
|
$
|
127,961
|
|
|
$
|
48,649
|
|
|
$
|
11,652
|
|
|
|
$
|
33,582
|
|
DD&A rate ($/BOE)
|
$
|
16.11
|
|
|
$
|
12.87
|
|
|
$
|
11.21
|
|
|
|
$
|
10.04
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Interest on borrowings and related fees
|
$
|
32,164
|
|
|
6,995
|
|
|
$
|
678
|
|
|
|
$
|
36,012
|
|
|
Accretion of original issue discount
|
680
|
|
|
161
|
|
|
—
|
|
|
|
—
|
|
||||
Amortization of debt issuance costs
|
2,736
|
|
|
1,961
|
|
|
226
|
|
|
|
22,189
|
|
||||
Capitalized interest
|
(9,118
|
)
|
|
(2,725
|
)
|
|
(25
|
)
|
|
|
(183
|
)
|
||||
|
$
|
26,462
|
|
|
$
|
6,392
|
|
|
$
|
879
|
|
|
|
$
|
58,018
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Crude oil derivative gains (losses)
|
$
|
37,427
|
|
|
$
|
(17,819
|
)
|
|
$
|
(16,622
|
)
|
|
|
$
|
(8,333
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Gains on the settlement of liabilities subject to compromise
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,150,248
|
|
Fresh Start Accounting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
|
28,319
|
|
||||
Legal and professional fees and expenses
|
200
|
|
|
—
|
|
|
—
|
|
|
|
(29,976
|
)
|
||||
Settlements attributable to contract amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(2,550
|
)
|
||||
Debtor-in-Possession Facility costs and commitment fees
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(170
|
)
|
||||
Write-off of prepaid directors and officers insurance
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(832
|
)
|
||||
Other reorganization items
|
3,122
|
|
|
—
|
|
|
—
|
|
|
|
(46
|
)
|
||||
|
$
|
3,322
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,144,993
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Income tax (expense) benefit
|
$
|
(523
|
)
|
|
$
|
4,943
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Effective tax rate
|
0.2
|
%
|
|
17.8
|
%
|
|
—
|
%
|
|
|
—
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
Credit Facility
1
|
$
|
321,000
|
|
|
$
|
—
|
|
|
$
|
321,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Second Lien Facility
2
|
200,000
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|||||
Interest payments on long-term debt
3
|
103,821
|
|
|
38,187
|
|
|
51,483
|
|
|
14,151
|
|
|
—
|
|
|||||
Operating leases
4
|
3,257
|
|
|
532
|
|
|
1,294
|
|
|
1,272
|
|
|
159
|
|
|||||
Crude oil gathering and transportation commitments
5
|
114,300
|
|
|
11,702
|
|
|
25,924
|
|
|
25,924
|
|
|
50,750
|
|
|||||
Drilling and completion commitments
6
|
20,692
|
|
|
20,692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Asset retirement obligations
7
|
114,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,553
|
|
|||||
Derivatives
|
991
|
|
|
991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other commitments
8
|
419
|
|
|
254
|
|
|
165
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
879,033
|
|
|
$
|
72,358
|
|
|
$
|
399,866
|
|
|
$
|
241,347
|
|
|
$
|
165,462
|
|
2
|
Assumes that the amount outstanding of
$200 million
as of
December 31, 2018
will remain outstanding until its maturity in 2022. The Second Lien Facility has been classified as a long term liability on our Consolidated Balance Sheet as described in “Financial Condition – Liquidity” and in Note 10 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”
|
4
|
Relates primarily to office facilities and equipment leases.
|
5
|
Represents minimum payments for gathering and intermediate pipeline transportation services for our crude oil and condensate production in South Texas. The gathering portion of these commitments is recognized as GPT while the intermediate transportation and pipeline support components are recognized as a reduction to the index-based price that we receive from crude oil sold to Republic Midstream.
|
6
|
Includes fixed-term commitments for one drilling rig and one frac service crew and materials. Does not include commitments for drilling rigs contracted on a pad-to-pad basis
|
7
|
Represents the undiscounted balance payable, primarily for the plugging of inactive wells, in periods more than five years in the future for which
$4.3 million
, on a discounted basis, has been recognized on our Consolidated Balance Sheet as of
December 31, 2018
. While we may make payments to settle certain AROs, including those subject to regulatory requirements during each of the next five years, no material amounts are currently required by contract or regulatory authority to be made during this time frame.
|
8
|
Represents all other significant obligations including information technology licensing and service agreements, among others.
|
Item 7A
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
Average
|
|
Weighted
|
|
|
|
|
|||||||
|
|
|
Volume Per
|
|
Average
|
|
Fair Value
|
|||||||||
|
Instrument
|
|
Day
|
|
Price
|
|
Asset
|
|
Liability
|
|||||||
Crude Oil:
|
|
|
(barrels)
|
|
($/barrel)
|
|
|
|
|
|||||||
First quarter 2019
|
Swaps-WTI
|
|
6,446
|
|
|
$
|
54.46
|
|
|
$
|
4,959
|
|
|
$
|
—
|
|
First quarter 2019
|
Swaps-LLS
|
|
5,000
|
|
|
$
|
59.17
|
|
|
3,684
|
|
|
—
|
|
||
Second quarter 2019
|
Swaps-WTI
|
|
6,421
|
|
|
$
|
54.48
|
|
|
4,307
|
|
|
—
|
|
||
Second quarter 2019
|
Swaps-LLS
|
|
5,000
|
|
|
$
|
59.17
|
|
|
3,203
|
|
|
—
|
|
||
Third quarter 2019
|
Swaps-WTI
|
|
6,397
|
|
|
$
|
54.50
|
|
|
3,821
|
|
|
—
|
|
||
Third quarter 2019
|
Swaps-LLS
|
|
5,000
|
|
|
$
|
59.17
|
|
|
3,092
|
|
|
—
|
|
||
Fourth quarter 2019
|
Swaps-WTI
|
|
6,398
|
|
|
$
|
54.50
|
|
|
3,498
|
|
|
—
|
|
||
Fourth quarter 2019
|
Swaps-LLS
|
|
5,000
|
|
|
$
|
59.17
|
|
|
3,015
|
|
|
—
|
|
||
First quarter 2020
|
Swaps-WTI
|
|
6,000
|
|
|
$
|
54.09
|
|
|
2,807
|
|
|
—
|
|
||
Second quarter 2020
|
Swaps-WTI
|
|
6,000
|
|
|
$
|
54.09
|
|
|
2,609
|
|
|
—
|
|
||
Third quarter 2020
|
Swaps-WTI
|
|
6,000
|
|
|
$
|
54.09
|
|
|
2,450
|
|
|
—
|
|
||
Fourth quarter 2020
|
Swaps-WTI
|
|
6,000
|
|
|
$
|
54.09
|
|
|
2,234
|
|
|
—
|
|
|
Change of $10.00 per Barrel of Crude Oil
($ in millions)
|
||||||
|
Increase
|
|
|
Decrease
|
|
||
Effect on the fair value of crude oil derivatives
|
$
|
(62.1
|
)
|
|
$
|
62.1
|
|
Effect on 2019 operating income, excluding crude oil derivatives
1
|
$
|
55.0
|
|
|
$
|
(55.0
|
)
|
Item 8
|
Financial Statements and Supplementary Data
|
|
Page
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Cash Flows
|
|
Consolidated Statements of Shareholders’ Equity
|
|
Notes to Consolidated Financial Statements:
|
|
1. Nature of Operations
|
|
2. Basis of Presentation
|
|
3. Summary of Significant Accounting Policies
|
|
4. Bankruptcy Proceedings, Emergence and Fresh Start Accounting
|
|
5. Acquisitions and Divestitures
|
|
6. Accounts Receivable and Major Customers
|
|
7. Derivative Instruments
|
|
8. Property and Equipment
|
|
9. Asset Retirement Obligations
|
|
10. Long-Term Debt
|
|
11. Income Taxes
|
|
12. Executive Retirement and Exit Activities
|
|
13. Additional Balance Sheet Detail
|
|
14. Fair Value Measurements
|
|
15. Commitments and Contingencies
|
|
16. Shareholders’ Equity
|
|
17. Share-Based Compensation and Other Benefit Plans
|
|
18. Interest Expense
|
|
19. Earnings per Share
|
|
Supplemental Quarterly Financial Information (unaudited)
|
|
Supplemental Information on Oil and Gas Producing Activities (unaudited)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13, Through
|
|
|
January 1, Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|||||||
Crude oil
|
$
|
402,485
|
|
|
$
|
140,886
|
|
|
$
|
33,157
|
|
|
|
$
|
81,377
|
|
Natural gas liquids
|
21,073
|
|
|
10,066
|
|
|
2,707
|
|
|
|
6,064
|
|
||||
Natural gas
|
15,972
|
|
|
8,517
|
|
|
2,790
|
|
|
|
6,208
|
|
||||
Gain (loss) on sales of assets, net
|
(177
|
)
|
|
(36
|
)
|
|
(49
|
)
|
|
|
1,261
|
|
||||
Other revenues, net
|
1,479
|
|
|
621
|
|
|
398
|
|
|
|
(600
|
)
|
||||
Total revenues
|
440,832
|
|
|
160,054
|
|
|
39,003
|
|
|
|
94,310
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||||||
Lease operating
|
35,879
|
|
|
21,784
|
|
|
5,331
|
|
|
|
15,626
|
|
||||
Gathering, processing and transportation
|
18,626
|
|
|
10,734
|
|
|
3,043
|
|
|
|
13,235
|
|
||||
Production and ad valorem taxes
|
23,547
|
|
|
8,814
|
|
|
2,498
|
|
|
|
3,490
|
|
||||
General and administrative
|
26,064
|
|
|
18,201
|
|
|
5,066
|
|
|
|
38,956
|
|
||||
Exploration
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10,288
|
|
||||
Depreciation, depletion and amortization
|
127,961
|
|
|
48,649
|
|
|
11,652
|
|
|
|
33,582
|
|
||||
Total operating expenses
|
232,077
|
|
|
108,182
|
|
|
27,590
|
|
|
|
115,177
|
|
||||
Operating income (loss)
|
208,755
|
|
|
51,872
|
|
|
11,413
|
|
|
|
(20,867
|
)
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net of amounts capitalized
|
(26,462
|
)
|
|
(6,392
|
)
|
|
(879
|
)
|
|
|
(58,018
|
)
|
||||
Derivatives
|
37,427
|
|
|
(17,819
|
)
|
|
(16,622
|
)
|
|
|
(8,333
|
)
|
||||
Other, net
|
2,266
|
|
|
58
|
|
|
792
|
|
|
|
(3,173
|
)
|
||||
Reorganization items, net
|
3,322
|
|
|
—
|
|
|
—
|
|
|
|
1,144,993
|
|
||||
Income (loss) before income taxes
|
225,308
|
|
|
27,719
|
|
|
(5,296
|
)
|
|
|
1,054,602
|
|
||||
Income tax (expense) benefit
|
(523
|
)
|
|
4,943
|
|
|
—
|
|
|
|
—
|
|
||||
Net income (loss)
|
224,785
|
|
|
32,662
|
|
|
(5,296
|
)
|
|
|
1,054,602
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(5,972
|
)
|
||||
Net income (loss) attributable to common shareholders
|
$
|
224,785
|
|
|
$
|
32,662
|
|
|
$
|
(5,296
|
)
|
|
|
$
|
1,048,630
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
14.93
|
|
|
$
|
2.18
|
|
|
$
|
(0.35
|
)
|
|
|
$
|
11.91
|
|
Diluted
|
$
|
14.70
|
|
|
$
|
2.17
|
|
|
$
|
(0.35
|
)
|
|
|
$
|
8.50
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
15,059
|
|
|
14,996
|
|
|
14,992
|
|
|
|
88,013
|
|
||||
Weighted average shares outstanding – diluted
|
15,292
|
|
|
15,063
|
|
|
14,992
|
|
|
|
124,087
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Net income (loss)
|
$
|
224,785
|
|
|
$
|
32,662
|
|
|
$
|
(5,296
|
)
|
|
|
$
|
1,054,602
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||||||
Change in pension and postretirement obligations, net of tax of $0 for 2018 and 2017, $39 for the Successor period from September 13, 2016 through December 31, 2016 and $(226) for the Predecessor period from January 1, 2016 through September 12, 2016.
|
82
|
|
|
(73
|
)
|
|
73
|
|
|
|
(421
|
)
|
||||
|
82
|
|
|
(73
|
)
|
|
73
|
|
|
|
(421
|
)
|
||||
Comprehensive income (loss)
|
$
|
224,867
|
|
|
$
|
32,589
|
|
|
$
|
(5,223
|
)
|
|
|
$
|
1,054,181
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
17,864
|
|
|
$
|
11,017
|
|
Accounts receivable, net of allowance for doubtful accounts
|
66,038
|
|
|
69,821
|
|
||
Derivative assets
|
34,932
|
|
|
—
|
|
||
Income taxes receivable
|
2,471
|
|
|
—
|
|
||
Other current assets
|
5,125
|
|
|
6,250
|
|
||
Total current assets
|
126,430
|
|
|
87,088
|
|
||
Property and equipment, net
|
927,994
|
|
|
529,059
|
|
||
Derivative assets
|
10,100
|
|
|
—
|
|
||
Deferred income taxes
|
1,949
|
|
|
4,943
|
|
||
Other assets
|
2,481
|
|
|
8,507
|
|
||
Total assets
|
$
|
1,068,954
|
|
|
$
|
629,597
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
103,700
|
|
|
$
|
96,181
|
|
Derivative liabilities
|
991
|
|
|
27,777
|
|
||
Total current liabilities
|
104,691
|
|
|
123,958
|
|
||
Other liabilities
|
5,533
|
|
|
4,833
|
|
||
Derivative liabilities
|
—
|
|
|
13,900
|
|
||
Long-term debt
|
511,375
|
|
|
265,267
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
|
||
Preferred stock of $0.01 par value – 5,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock of $0.01 par value – 45,000,000 shares authorized; 15,080,594 and 15,018,870 shares issued as of December 31, 2018 and December 31, 2017, respectively
|
151
|
|
|
150
|
|
||
Paid-in capital
|
197,630
|
|
|
194,123
|
|
||
Retained earnings
|
249,492
|
|
|
27,366
|
|
||
Accumulated other comprehensive income
|
82
|
|
|
—
|
|
||
Total shareholders’ equity
|
447,355
|
|
|
221,639
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,068,954
|
|
|
$
|
629,597
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
224,785
|
|
|
$
|
32,662
|
|
|
$
|
(5,296
|
)
|
|
|
$
|
1,054,602
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||||||
Non-cash reorganization items
|
(3,322
|
)
|
|
—
|
|
|
—
|
|
|
|
(1,178,302
|
)
|
||||
Depreciation, depletion and amortization
|
127,961
|
|
|
48,649
|
|
|
11,652
|
|
|
|
33,582
|
|
||||
Accretion of firm transportation obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
|
317
|
|
||||
Derivative contracts:
|
|
|
|
|
|
|
|
|
|
|||||||
Net (gains) losses
|
(37,427
|
)
|
|
17,819
|
|
|
16,622
|
|
|
|
8,333
|
|
||||
Cash settlements, net
|
(48,291
|
)
|
|
(3,511
|
)
|
|
384
|
|
|
|
48,008
|
|
||||
Deferred income tax expense (benefit)
|
2,994
|
|
|
(4,943
|
)
|
|
—
|
|
|
|
—
|
|
||||
Loss (gain) on sales of assets, net
|
177
|
|
|
36
|
|
|
49
|
|
|
|
(1,261
|
)
|
||||
Non-cash exploration expense
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6,038
|
|
||||
Non-cash interest expense
|
3,416
|
|
|
2,122
|
|
|
226
|
|
|
|
22,189
|
|
||||
Share-based compensation (equity-classified)
|
4,618
|
|
|
3,809
|
|
|
81
|
|
|
|
1,511
|
|
||||
Other, net
|
44
|
|
|
61
|
|
|
21
|
|
|
|
(13
|
)
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||
Accounts receivable, net
|
(23,674
|
)
|
|
(43,318
|
)
|
|
10,791
|
|
|
|
12,273
|
|
||||
Accounts payable and accrued expenses
|
21,109
|
|
|
28,542
|
|
|
(3,887
|
)
|
|
|
22,469
|
|
||||
Other assets and liabilities
|
(258
|
)
|
|
(218
|
)
|
|
131
|
|
|
|
501
|
|
||||
Net cash provided by operating activities
|
272,132
|
|
|
81,710
|
|
|
30,774
|
|
|
|
30,247
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|||||||
Acquisitions, net
|
(85,387
|
)
|
|
(200,849
|
)
|
|
—
|
|
|
|
—
|
|
||||
Capital expenditures
|
(430,592
|
)
|
|
(115,687
|
)
|
|
(4,812
|
)
|
|
|
(15,359
|
)
|
||||
Proceeds from sales of assets, net
|
7,683
|
|
|
869
|
|
|
—
|
|
|
|
224
|
|
||||
Other, net
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
|
1,186
|
|
||||
Net cash used in investing activities
|
(508,296
|
)
|
|
(315,667
|
)
|
|
(4,916
|
)
|
|
|
(13,949
|
)
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|||||||
Proceeds from credit facility borrowings
|
244,000
|
|
|
59,000
|
|
|
—
|
|
|
|
75,350
|
|
||||
Repayment of credit facility borrowings
|
—
|
|
|
(7,000
|
)
|
|
(50,350
|
)
|
|
|
(119,121
|
)
|
||||
Proceeds from second line note
|
—
|
|
|
196,000
|
|
|
—
|
|
|
|
—
|
|
||||
Debt issuance costs paid
|
(989
|
)
|
|
(9,787
|
)
|
|
—
|
|
|
|
(3,011
|
)
|
||||
Proceeds received from rights offering, net
|
—
|
|
|
55
|
|
|
—
|
|
|
|
49,943
|
|
||||
Other, net
|
—
|
|
|
(55
|
)
|
|
(161
|
)
|
|
|
—
|
|
||||
Net cash provided by (used in) financing activities
|
243,011
|
|
|
238,213
|
|
|
(50,511
|
)
|
|
|
3,161
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
6,847
|
|
|
4,256
|
|
|
(24,653
|
)
|
|
|
19,459
|
|
||||
Cash and cash equivalents - beginning of period
|
11,017
|
|
|
6,761
|
|
|
31,414
|
|
|
|
11,955
|
|
||||
Cash and cash equivalents - end of period
|
$
|
17,864
|
|
|
$
|
11,017
|
|
|
$
|
6,761
|
|
|
|
$
|
31,414
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|
|||||||
Cash paid for interest (net of amounts capitalized)
|
$
|
22,599
|
|
|
$
|
4,102
|
|
|
$
|
598
|
|
|
|
$
|
4,331
|
|
Cash paid for income taxes (net of refunds)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
|
$
|
(35
|
)
|
Cash paid for reorganization items, net
|
$
|
540
|
|
|
$
|
954
|
|
|
$
|
525
|
|
|
|
$
|
30,990
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Common stock issued in exchange for liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
140,952
|
|
Changes in accrued liabilities related to capital expenditures
|
$
|
44
|
|
|
$
|
19,910
|
|
|
$
|
997
|
|
|
|
$
|
(11,301
|
)
|
Derivatives settled to reduce outstanding debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
51,979
|
|
|
Common
Shares
Outstanding
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Deferred
Compensation
Obligation
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total Shareholders’ Equity (Deficit)
|
|||||||||||||||||
Balance as of December 31, 2015 (Predecessor)
|
81,253
|
|
|
3,146
|
|
|
628
|
|
|
1,211,088
|
|
|
(2,130,271
|
)
|
|
3,440
|
|
|
422
|
|
|
(3,574
|
)
|
|
(915,121
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,054,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,054,602
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,511
|
|
||||||||
All other changes
|
6,965
|
|
|
(1,266
|
)
|
|
69
|
|
|
1,198
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(38
|
)
|
||||||||
Balance, September 12, 2016 (Predecessor)
|
88,218
|
|
|
1,880
|
|
|
697
|
|
|
1,213,797
|
|
|
(1,075,669
|
)
|
|
3,440
|
|
|
383
|
|
|
(3,574
|
)
|
|
140,954
|
|
||||||||
Cancellation of Predecessor equity
|
(88,218
|
)
|
|
(1,880
|
)
|
|
(697
|
)
|
|
(1,213,797
|
)
|
|
1,075,669
|
|
|
(3,440
|
)
|
|
(383
|
)
|
|
3,574
|
|
|
(140,954
|
)
|
||||||||
Balance, September 12, 2016 (Predecessor)
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Issuance of Successor common stock - Rights Offering
|
7,634
|
|
|
$
|
—
|
|
|
$
|
76
|
|
|
$
|
49,867
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,943
|
|
Issuance of Successor common stock - Backstop Fee
|
473
|
|
|
—
|
|
|
5
|
|
|
9,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,059
|
|
||||||||
Issuance of Successor common stock - exchange of claims
|
6,885
|
|
|
—
|
|
|
69
|
|
|
131,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,893
|
|
||||||||
Balance, September 12, 2016 (Successor)
|
14,992
|
|
|
—
|
|
|
150
|
|
|
190,745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,895
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,296
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,296
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
||||||||
All other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(205
|
)
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
(132
|
)
|
||||||||
Balance as of December 31, 2016
|
14,992
|
|
|
—
|
|
|
150
|
|
|
190,621
|
|
|
(5,296
|
)
|
|
—
|
|
|
73
|
|
|
—
|
|
|
185,548
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,662
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
3,809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,809
|
|
||||||||
Restricted stock unit vesting
|
27
|
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
||||||||
All other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(29
|
)
|
||||||||
Balance as of December 31, 2017
|
15,019
|
|
|
—
|
|
|
150
|
|
|
194,123
|
|
|
27,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,639
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224,785
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,618
|
|
||||||||
Restricted stock unit vesting
|
61
|
|
|
—
|
|
|
1
|
|
|
(1,111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,110
|
)
|
||||||||
Cumulative effect of change in accounting principle (see Note 6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,659
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,659
|
)
|
||||||||
All other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
||||||||
Balance as of December 31, 2018
|
15,080
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
197,630
|
|
|
$
|
249,492
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
447,355
|
|
1.
|
Nature of Operations
|
2.
|
Basis of Presentation
|
3.
|
Summary of Significant Accounting Policies
|
4.
|
Bankruptcy Proceedings, Emergence and Fresh Start Accounting
|
•
|
the approximately $
1,122 million
of indebtedness, including accrued interest, attributable to our Senior Notes and certain other unsecured claims were exchanged for
6,069,074
shares representing
41 percent
of the Successor’s common stock (“Successor Common Stock”);
|
•
|
a total of $
50 million
of proceeds were received on the Emergence Date from the Rights Offering resulting in the issuance of
7,633,588
shares representing
51 percent
of Successor Common Stock to holders of claims arising under the Senior Notes, certain holders of general unsecured claims and to the Backstop Parties;
|
•
|
the Backstop Parties received a backstop fee comprised of
472,902
shares representing
three
percent of Successor Common Stock;
|
•
|
an additional
816,454
shares representing
five
percent of Successor Common Stock were authorized for disputed general unsecured claims and non-accredited investor holders of the Senior Notes and subsequently,
749,600
shares of Successor Common Stock were reserved for issuance under a new management incentive plan;
|
•
|
on the Emergence Date, we entered into a shareholders agreement and a registration rights agreement and amended our articles of incorporation and bylaws for the authorization of the Successor Common Stock and to provide customary registration rights thereunder, among other corporate governance actions;
|
•
|
holders of claims arising under the RBL were paid in full from cash on hand, $
75.4 million
from borrowings under a new credit agreement (the “Credit Facility”) (see Note 10 below) and proceeds from the Rights Offering;
|
•
|
the debtor-in-possession credit facility (the “DIP Facility”), under which there were
no
outstanding borrowings at any time from the Petition Date through the Emergence Date, was canceled and less than
$0.1 million
in fees were paid in full in cash;
|
•
|
certain other priority claims were paid in full in cash, reinstated or otherwise treated in a manner acceptable to the creditor claim-holders;
|
•
|
a cash reserve of $
2.7 million
was established for certain other secured, priority or convenience claims pending resolution as of the Emergence Date;
|
•
|
an escrow account for professional service fees attributable to our advisers and those of the UCC was funded by us with cash of $
14.6 million
, and we paid $
7.2 million
for professional fees and expenses on behalf of the RBL Lenders, the Ad Hoc Committee and the indenture trustee for the Senior Notes;
|
•
|
on the Emergence Date, our previous interim Chief Executive Officer, Edward B. Cloues, resigned and each member of our board of directors resigned and was replaced by new board members;
|
•
|
our Predecessor preferred stock and common stock was canceled, extinguished and discharged; and
|
•
|
all of our Predecessor share-based compensation plans and supplemental employee retirement plan (the “SERP”) entitlements were canceled.
|
Enterprise value
|
|
$
|
234,831
|
|
Plus: Cash and cash equivalents
|
|
31,414
|
|
|
Less: Fair value of debt
|
|
(75,350
|
)
|
|
Fair value of Successor Common Stock
|
|
$
|
190,895
|
|
Shares outstanding as of September 12, 2016
|
|
14,992,018
|
|
|
Per share value
|
|
$
|
12.73
|
|
Enterprise value
|
|
$
|
234,831
|
|
Plus: Cash and cash equivalents
|
|
31,414
|
|
|
Plus: Current liabilities
|
|
54,171
|
|
|
Plus: Noncurrent liabilities excluding long-term debt
|
|
13,558
|
|
|
Reorganization value
|
|
$
|
333,974
|
|
|
|
|
|
|
Reorganization
|
|
Fresh Start
|
|
|
||||||||||
|
|
|
Predecessor
|
|
Adjustments
|
|
Adjustments
|
|
Successor
|
||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
48,718
|
|
|
$
|
(17,304
|
)
|
(1
|
)
|
$
|
—
|
|
|
$
|
31,414
|
|
||
|
Accounts receivable, net of allowance for doubtful accounts
|
35,606
|
|
|
4,292
|
|
(2
|
)
|
—
|
|
|
39,898
|
|
||||||
|
Derivative assets
|
397
|
|
|
—
|
|
|
—
|
|
|
397
|
|
|||||||
|
Other current assets
|
3,966
|
|
|
(832
|
)
|
(3
|
)
|
—
|
|
|
3,134
|
|
||||||
|
|
Total current assets
|
88,687
|
|
|
(13,844
|
)
|
|
—
|
|
|
74,843
|
|
||||||
Property and equipment, net
|
309,261
|
|
|
—
|
|
|
(55,751
|
)
|
(12
|
)
|
253,510
|
|
|||||||
Other assets
|
6,902
|
|
|
(1,281
|
)
|
(4
|
)
|
—
|
|
|
5,621
|
|
|||||||
|
|
Total assets
|
$
|
404,850
|
|
|
$
|
(15,125
|
)
|
|
$
|
(55,751
|
)
|
|
$
|
333,974
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable and accrued liabilities
|
$
|
77,151
|
|
|
$
|
(21,166
|
)
|
(5
|
)
|
$
|
(3,455
|
)
|
(13
|
)
|
$
|
52,530
|
|
|
|
Derivative liabilities
|
1,641
|
|
|
—
|
|
|
—
|
|
|
1,641
|
|
|||||||
|
Current maturities of long-term debt
|
113,653
|
|
|
(113,653
|
)
|
(6
|
)
|
—
|
|
|
—
|
|
||||||
|
|
Total current liabilities
|
192,445
|
|
|
(134,819
|
)
|
|
(3,455
|
)
|
|
54,171
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other liabilities
|
84,953
|
|
|
100
|
|
(5
|
)
|
(80,615
|
)
|
(14
|
)
|
4,438
|
|
||||||
Derivative liabilities
|
9,120
|
|
|
—
|
|
|
—
|
|
|
9,120
|
|
||||||||
Long-term debt
|
—
|
|
|
75,350
|
|
(7
|
)
|
—
|
|
|
75,350
|
|
|||||||
Liabilities subject to compromise
|
1,154,163
|
|
|
(1,154,163
|
)
|
(8
|
)
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
||||||||||||
|
Preferred stock (Predecessor)
|
1,880
|
|
|
(1,880
|
)
|
(9
|
)
|
—
|
|
|
—
|
|
||||||
|
Common stock (Predecessor)
|
697
|
|
|
(697
|
)
|
(9
|
)
|
—
|
|
|
—
|
|
||||||
|
Paid-in capital (Predecessor)
|
1,213,797
|
|
|
(1,213,797
|
)
|
(9
|
)
|
—
|
|
|
—
|
|
||||||
|
Deferred compensation obligation (Predecessor)
|
3,440
|
|
|
(3,440
|
)
|
(9
|
)
|
—
|
|
|
—
|
|
||||||
|
Accumulated other comprehensive income (Predecessor)
|
383
|
|
|
(383
|
)
|
(9
|
)
|
—
|
|
|
—
|
|
||||||
|
Treasury stock (Predecessor)
|
(3,574
|
)
|
|
3,574
|
|
(9
|
)
|
—
|
|
|
—
|
|
||||||
|
Common stock (Successor)
|
—
|
|
|
150
|
|
(10
|
)
|
—
|
|
|
150
|
|
||||||
|
Paid-in capital (Successor)
|
—
|
|
|
190,745
|
|
(10
|
)
|
—
|
|
|
190,745
|
|
||||||
|
Accumulated deficit
|
(2,252,454
|
)
|
|
2,224,135
|
|
(11
|
)
|
28,319
|
|
(15
|
)
|
—
|
|
|||||
|
|
Total shareholders’ equity (deficit)
|
(1,035,831
|
)
|
|
1,198,407
|
|
|
28,319
|
|
|
190,895
|
|
||||||
|
|
Total liabilities and shareholders’ equity (deficit)
|
$
|
404,850
|
|
|
$
|
(15,125
|
)
|
|
$
|
(55,751
|
)
|
|
$
|
333,974
|
|
1.
|
Represents the net cash payments that occurred on the Emergence Date:
|
Sources:
|
|
|
|
||||
Proceeds from the Credit Facility
|
$
|
75,350
|
|
|
|
||
Proceeds from the Rights Offering, net of issuance costs
|
49,943
|
|
|
|
|||
Total sources
|
|
|
$
|
125,293
|
|
||
Uses:
|
|
|
|
||||
Repayment of RBL
|
$
|
113,653
|
|
|
|
||
Accrued interest payable on RBL
|
1,374
|
|
|
|
|||
DIP Facility fees
|
12
|
|
|
|
|||
Debt issue costs of the Credit Facility
|
3,011
|
|
|
|
|||
Funding of professional fee escrow account
|
14,575
|
|
|
|
|||
RBL lender professional fees and expenses
|
455
|
|
|
|
|||
Ad Hoc Committee and indenture trustee professional fees and expenses
|
6,782
|
|
|
|
|||
Payment of certain allowed claims and settlements
|
2,735
|
|
|
|
|||
Total uses
|
|
|
142,597
|
|
|||
|
|
|
$
|
(17,304
|
)
|
2.
|
Represents the reclassification of SERP assets to a current receivable from other noncurrent assets upon the cancellation of the underlying plan and the reversion of the assets to the Successor.
|
3.
|
Represents the write-off of certain prepaid directors and officers tail insurance.
|
4.
|
Represents the capitalization of debt issuance costs attributable to the Credit Facility, net of the reclassification of SERP assets as discussed in item (2) above.
|
5.
|
Represents the payment of professional fees on behalf of the RBL Lenders, the Ad Hoc Committee and the UCC, indenture trustee fees and expenses, interest payable on the RBL as well as certain allowed claims and settlements net of the establishment of reserves and the reinstatement of certain other obligations.
|
6.
|
Represents the repayment of the RBL in cash in full.
|
7.
|
Represents the initial borrowings under the Credit Facility.
|
8.
|
Liabilities subject to compromise were settled as follows in accordance with the Plan:
|
Liabilities subject to compromise prior to the Emergence Date:
|
|
|
|
||||
Senior Notes
|
$
|
1,075,000
|
|
|
|
||
Interest on Senior Notes
|
47,213
|
|
|
|
|||
Firm transportation obligation
|
11,077
|
|
|
|
|||
Compensation – related
|
9,733
|
|
|
|
|||
Deferred compensation
|
4,676
|
|
|
|
|||
Trade accounts payable
|
1,487
|
|
|
|
|||
Litigation claims
|
1,092
|
|
|
|
|||
Other accrued liabilities
|
3,885
|
|
|
|
|||
|
|
|
$
|
1,154,163
|
|
||
Amounts settled in cash, reinstated or otherwise reserved at emergence
|
|
|
(3,915
|
)
|
|||
Gain on settlement of liabilities subject to compromise
|
|
|
$
|
1,150,248
|
|
9.
|
Represents the cancellation of our Predecessor preferred and common stock and related components of our Predecessor shareholders’ deficit.
|
10.
|
Represents the issuance of
14,992,018
shares of Successor Common Stock with a fair value of $
12.73
per share.
|
11.
|
Represents the cumulative impact of the reorganization adjustments described above:
|
Gain on settlement of liabilities subject to compromise
|
|
|
$
|
1,150,248
|
|
|
Fair value of equity allocated to:
|
|
|
|
|||
Unsecured creditors on the Emergence Date
|
174,477
|
|
|
|
||
Unsecured creditors pending resolution on the Emergence Date
|
10,396
|
|
|
|
||
Backstop Parties in the form of a Commitment Premium
|
6,022
|
|
|
|
||
|
|
|
190,895
|
|
||
Cancellation of Predecessor shareholders’ deficit
|
|
|
882,992
|
|
||
Net impact to Predecessor accumulated deficit
|
|
|
$
|
2,224,135
|
|
12.
|
Represents the Fresh Start Accounting valuation adjustments applied to our oil and gas properties and other equipment.
|
13.
|
Represents the accelerated recognition of the current portion of previously deferred gains on sales of assets attributable to the accounting presentation required by GAAP under the Predecessor.
|
14.
|
Represents the recognition of Fresh Start Accounting adjustments to: (i) our AROs attributable to the revalued oil and gas properties and (ii) our retiree obligations based on actuarial measurements, as well as the accelerated recognition of the noncurrent portion of previously deferred gains on sales of assets attributable to the accounting presentation required by GAAP under the Predecessor.
|
15.
|
Represents the cumulative impact of the Fresh Start Accounting adjustments discussed above.
|
|
Year Ended
|
|
January 1 Through
|
||||
|
December 31,
|
|
September 12,
|
||||
|
2018
|
|
2016
|
||||
Gains on the settlement of liabilities subject to compromise
|
$
|
—
|
|
|
$
|
1,150,248
|
|
Fresh start accounting adjustments
|
—
|
|
|
28,319
|
|
||
Legal and professional fees and expenses
|
200
|
|
|
(29,976
|
)
|
||
Settlements attributable to contract amendments
|
—
|
|
|
(2,550
|
)
|
||
DIP Facility costs and commitment fees
|
—
|
|
|
(170
|
)
|
||
Write-off of prepaid directors and officers insurance
|
—
|
|
|
(832
|
)
|
||
Other reorganization items
|
3,122
|
|
|
(46
|
)
|
||
|
$
|
3,322
|
|
|
$
|
1,144,993
|
|
Assets
|
|
|
||
Oil and gas properties - proved
|
|
$
|
82,443
|
|
Oil and gas properties - unproved
|
|
16,339
|
|
|
Liabilities
|
|
|
||
Revenue suspense
|
|
1,448
|
|
|
Asset retirement obligations
|
|
356
|
|
|
Net assets acquired
|
|
$
|
96,978
|
|
|
|
|
||
Cash consideration paid to Hunt, net
|
|
$
|
82,955
|
|
Application of working capital adjustments
|
|
245
|
|
|
Accumulated costs, net of suspended revenues, for wells in which Hunt had rights to participate
|
|
13,778
|
|
|
Total acquisition costs incurred
|
|
$
|
96,978
|
|
Assets
|
|
|
||
Oil and gas properties - proved
|
|
$
|
42,866
|
|
Oil and gas properties - unproved
|
|
146,686
|
|
|
Other property and equipment
|
|
8,642
|
|
|
Liabilities
|
|
|
||
Revenue suspense
|
|
355
|
|
|
Asset retirement obligations
|
|
494
|
|
|
Net assets acquired
|
|
$
|
197,345
|
|
|
|
|
||
Cash consideration paid to Devon and tag-along parties, net
|
|
$
|
190,277
|
|
Amount transferred to Devon from the Escrow Account
|
|
9,519
|
|
|
Application of working capital adjustments, net
|
|
(2,451
|
)
|
|
Total consideration
|
|
$
|
197,345
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Total revenues
|
$
|
446,077
|
|
|
$
|
209,015
|
|
Net income attributable to common shareholders
|
$
|
227,930
|
|
|
$
|
30,861
|
|
Net income per share - basic
|
$
|
15.14
|
|
|
$
|
2.06
|
|
Net income per share - diluted
|
$
|
14.91
|
|
|
$
|
2.05
|
|
6.
|
Accounts Receivable and Major Customers
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Customers
|
$
|
59,030
|
|
|
$
|
39,106
|
|
Joint interest partners
|
6,404
|
|
|
32,493
|
|
||
Other
|
640
|
|
|
584
|
|
||
|
66,074
|
|
|
72,183
|
|
||
Less: Allowance for doubtful accounts
|
(36
|
)
|
|
(2,362
|
)
|
||
|
$
|
66,038
|
|
|
$
|
69,821
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
As Determined Under
|
|
As Reported Under
|
|
|
||||||
|
Prior GAAP
|
|
ASC Topic 606
|
|
Net Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Crude oil
|
$
|
402,485
|
|
|
$
|
402,485
|
|
|
$
|
—
|
|
Natural gas liquids
|
$
|
23,429
|
|
|
$
|
21,073
|
|
|
$
|
(2,356
|
)
|
Natural gas
|
$
|
15,972
|
|
|
$
|
15,972
|
|
|
$
|
—
|
|
Marketing services (included in Other revenues, net)
|
$
|
523
|
|
|
$
|
523
|
|
|
$
|
—
|
|
Operating expenses
|
|
|
|
|
|
||||||
Gathering, processing and transportation
|
$
|
20,982
|
|
|
$
|
18,626
|
|
|
$
|
(2,356
|
)
|
Net income
|
$
|
224,785
|
|
|
$
|
224,785
|
|
|
$
|
—
|
|
|
|
|
|
|
|
7.
|
Derivative Instruments
|
|
|
|
Average
|
|
Weighted
|
|
|
|
|
|||||||
|
|
|
Volume Per
|
|
Average
|
|
Fair Value
|
|||||||||
|
Instrument
|
|
Day
|
|
Price
|
|
Asset
|
|
Liability
|
|||||||
Crude Oil:
|
|
|
(barrels)
|
|
($/barrel)
|
|
|
|
|
|||||||
First quarter 2019
|
Swaps-WTI
|
|
6,446
|
|
|
$
|
54.46
|
|
|
$
|
4,959
|
|
|
$
|
—
|
|
First quarter 2019
|
Swaps-LLS
|
|
5,000
|
|
|
$
|
59.17
|
|
|
3,684
|
|
|
—
|
|
||
Second quarter 2019
|
Swaps-WTI
|
|
6,421
|
|
|
$
|
54.48
|
|
|
4,307
|
|
|
—
|
|
||
Second quarter 2019
|
Swaps-LLS
|
|
5,000
|
|
|
$
|
59.17
|
|
|
3,203
|
|
|
—
|
|
||
Third quarter 2019
|
Swaps-WTI
|
|
6,397
|
|
|
$
|
54.50
|
|
|
3,821
|
|
|
—
|
|
||
Third quarter 2019
|
Swaps-LLS
|
|
5,000
|
|
|
$
|
59.17
|
|
|
3,092
|
|
|
—
|
|
||
Fourth quarter 2019
|
Swaps-WTI
|
|
6,398
|
|
|
$
|
54.50
|
|
|
3,498
|
|
|
—
|
|
||
Fourth quarter 2019
|
Swaps-LLS
|
|
5,000
|
|
|
$
|
59.17
|
|
|
3,015
|
|
|
—
|
|
||
First quarter 2020
|
Swaps-WTI
|
|
6,000
|
|
|
$
|
54.09
|
|
|
2,807
|
|
|
—
|
|
||
Second quarter 2020
|
Swaps-WTI
|
|
6,000
|
|
|
$
|
54.09
|
|
|
2,609
|
|
|
—
|
|
||
Third quarter 2020
|
Swaps-WTI
|
|
6,000
|
|
|
$
|
54.09
|
|
|
2,450
|
|
|
—
|
|
||
Fourth quarter 2020
|
Swaps-WTI
|
|
6,000
|
|
|
$
|
54.09
|
|
|
2,234
|
|
|
—
|
|
||
Settlements to be received in subsequent period, net
|
|
|
|
|
|
|
|
4,362
|
|
|
|
|
|
|
|
Fair Values
|
||||||||||||||
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
|
|
Derivative
|
|
Derivative
|
|
Derivative
|
|
Derivative
|
||||||||
Type
|
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Commodity contracts
|
|
Derivative assets/liabilities – current
|
|
$
|
34,932
|
|
|
$
|
991
|
|
|
$
|
—
|
|
|
$
|
27,777
|
|
Commodity contracts
|
|
Derivative assets/liabilities – noncurrent
|
|
10,100
|
|
|
—
|
|
|
—
|
|
|
13,900
|
|
||||
|
|
|
|
$
|
45,032
|
|
|
$
|
991
|
|
|
$
|
—
|
|
|
$
|
41,677
|
|
8.
|
Property and Equipment
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Oil and gas properties:
|
|
|
|
|
|
||
Proved
|
$
|
1,037,993
|
|
|
$
|
460,029
|
|
Unproved
|
63,484
|
|
|
117,634
|
|
||
Total oil and gas properties
|
1,101,477
|
|
|
577,663
|
|
||
Other property and equipment
|
20,383
|
|
|
12,712
|
|
||
Total property and equipment
|
1,121,860
|
|
|
590,375
|
|
||
Accumulated depreciation, depletion and amortization
|
(193,866
|
)
|
|
(61,316
|
)
|
||
|
$
|
927,994
|
|
|
$
|
529,059
|
|
9.
|
Asset Retirement Obligations
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
3,286
|
|
|
$
|
2,459
|
|
Changes in estimates
|
354
|
|
|
149
|
|
||
Liabilities incurred
|
335
|
|
|
118
|
|
||
Liabilities settled
|
(8
|
)
|
|
(139
|
)
|
||
Purchase of properties
|
385
|
|
|
494
|
|
||
Sale of properties
|
(310
|
)
|
|
—
|
|
||
Accretion expense
|
272
|
|
|
205
|
|
||
Balance at end of period
|
$
|
4,314
|
|
|
$
|
3,286
|
|
10.
|
Long-Term Debt
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Principal
|
|
Unamortized Discount and Issuance Costs
1
|
|
Principal
|
|
Unamortized Discount and Issuance Costs
1
|
||||||||
Credit facility
2
|
$
|
321,000
|
|
|
|
|
$
|
77,000
|
|
|
|
||||
Second lien term loans
|
200,000
|
|
|
$
|
9,625
|
|
|
200,000
|
|
|
$
|
11,733
|
|
||
Totals
|
521,000
|
|
|
9,625
|
|
|
277,000
|
|
|
11,733
|
|
||||
Less: Unamortized discount
|
(3,159
|
)
|
|
|
|
(3,839
|
)
|
|
|
||||||
Less: Unamortized deferred issuance costs
|
(6,466
|
)
|
|
|
|
(7,894
|
)
|
|
|
||||||
Long-term debt, net
|
$
|
511,375
|
|
|
|
|
$
|
265,267
|
|
|
|
2
|
Issuance costs of the Credit Facility, which represent costs attributable to the access to credit over its contractual term, have been presented as a component of Other assets (see Note 13) and are being amortized over the term of the Credit Facility using the straight-line method.
|
11.
|
Income Taxes
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Current income taxes (benefit)
|
|
|
|
|
|
|
|
|
|
|||||||
Federal
|
$
|
(2,471
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
(2,471
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Deferred income taxes (benefit)
|
|
|
|
|
|
|
|
|
|
|||||||
Federal
|
2,471
|
|
|
(4,943
|
)
|
|
—
|
|
|
|
—
|
|
||||
State
|
523
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
|
2,994
|
|
|
(4,943
|
)
|
|
—
|
|
|
|
—
|
|
||||
|
$
|
523
|
|
|
$
|
(4,943
|
)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||||||
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
|||||||||||||||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||||||||||||||
Computed at federal statutory rate
|
$
|
47,315
|
|
|
21.0
|
%
|
|
$
|
9,701
|
|
|
35.0
|
%
|
|
$
|
(1,854
|
)
|
|
35.0
|
%
|
|
|
$
|
369,111
|
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
1,743
|
|
|
0.8
|
%
|
|
(1,383
|
)
|
|
(5.0
|
)%
|
|
197
|
|
|
(3.7
|
)%
|
|
|
1,989
|
|
|
0.2
|
%
|
||||
Change in valuation allowance
|
(48,820
|
)
|
|
(21.7
|
)%
|
|
(24,353
|
)
|
|
(87.8
|
)%
|
|
1,657
|
|
|
(31.3
|
)%
|
|
|
(384,692
|
)
|
|
(36.5
|
)%
|
||||
Effect of rate change on the valuation allowance
|
—
|
|
|
—
|
%
|
|
(86,612
|
)
|
|
(312.5
|
)%
|
|
—
|
|
|
—
|
%
|
|
|
—
|
|
|
—
|
%
|
||||
Effect of rate change
|
—
|
|
|
—
|
%
|
|
86,612
|
|
|
312.5
|
%
|
|
—
|
|
|
—
|
%
|
|
|
—
|
|
|
—
|
%
|
||||
Reorganization adjustments
|
—
|
|
|
—
|
%
|
|
10,760
|
|
|
38.8
|
%
|
|
—
|
|
|
—
|
%
|
|
|
13,572
|
|
|
1.3
|
%
|
||||
Other, net
|
285
|
|
|
0.1
|
%
|
|
332
|
|
|
1.2
|
%
|
|
—
|
|
|
—
|
%
|
|
|
20
|
|
|
—
|
%
|
||||
|
$
|
523
|
|
|
0.2
|
%
|
|
$
|
(4,943
|
)
|
|
(17.8
|
)%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
$
|
—
|
|
|
—
|
%
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating loss (“NOL”) carryforwards
|
$
|
163,437
|
|
|
$
|
127,821
|
|
Property and equipment
|
—
|
|
|
37,345
|
|
||
Pension and postretirement benefits
|
441
|
|
|
452
|
|
||
Share-based compensation
|
546
|
|
|
435
|
|
||
Fair value of derivative instruments
|
—
|
|
|
8,752
|
|
||
Other
|
8,836
|
|
|
7,608
|
|
||
|
173,260
|
|
|
182,413
|
|
||
Less: Valuation allowance
|
(128,650
|
)
|
|
(177,470
|
)
|
||
Total net deferred tax assets
|
44,610
|
|
|
4,943
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
33,413
|
|
|
—
|
|
||
Fair value of derivative instruments
|
9,248
|
|
|
—
|
|
||
Total deferred tax liabilities
|
42,661
|
|
|
—
|
|
||
Net deferred tax assets
|
$
|
1,949
|
|
|
$
|
4,943
|
|
12.
|
Executive Retirement and Exit Activities
|
13.
|
Additional Balance Sheet Detail
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Other current assets:
|
|
|
|
|
|
||
Tubular inventory and well materials
|
$
|
4,061
|
|
|
$
|
5,146
|
|
Prepaid expenses
|
1,064
|
|
|
1,104
|
|
||
|
$
|
5,125
|
|
|
$
|
6,250
|
|
Other assets:
|
|
|
|
|
|
||
Deferred issuance costs of the Credit Facility
|
$
|
2,437
|
|
|
$
|
2,857
|
|
Deposit in escrow
1
|
—
|
|
|
3,210
|
|
||
Other
|
44
|
|
|
2,440
|
|
||
|
$
|
2,481
|
|
|
$
|
8,507
|
|
Accounts payable and accrued liabilities:
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
16,507
|
|
|
$
|
22,579
|
|
Drilling costs
|
22,434
|
|
|
22,389
|
|
||
Royalties and revenue - related
|
51,212
|
|
|
39,287
|
|
||
Production, ad valorem and other taxes
2
|
2,418
|
|
|
1,275
|
|
||
Compensation - related
|
4,489
|
|
|
2,975
|
|
||
Interest
|
670
|
|
|
223
|
|
||
Reserve for bankruptcy claims
|
—
|
|
|
3,933
|
|
||
Other
2
|
5,970
|
|
|
3,520
|
|
||
|
$
|
103,700
|
|
|
$
|
96,181
|
|
Other liabilities:
|
|
|
|
|
|
||
Asset retirement obligations
|
$
|
4,314
|
|
|
$
|
3,286
|
|
Defined benefit pension obligations
|
857
|
|
|
971
|
|
||
Postretirement health care benefit obligations
|
362
|
|
|
476
|
|
||
Other
|
—
|
|
|
100
|
|
||
|
$
|
5,533
|
|
|
$
|
4,833
|
|
2
|
The amount for December 31, 2017 was reclassified from Accounts payable and accrued liabilities - Other.
|
14.
|
Fair Value Measurements
|
•
|
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 1 inputs generally provide the most reliable evidence of fair value.
|
•
|
Level 2: Quoted prices in markets that are not active or inputs, which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
|
•
|
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Fair Value
|
|
Fair Value Measurement Classification
|
||||||||||||
Description
|
|
Measurement
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivative assets – current
|
|
$
|
34,932
|
|
|
$
|
—
|
|
|
$
|
34,932
|
|
|
$
|
—
|
|
Commodity derivative assets – noncurrent
|
|
10,100
|
|
|
—
|
|
|
10,100
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivative liabilities – current
|
|
$
|
(991
|
)
|
|
$
|
—
|
|
|
$
|
(991
|
)
|
|
$
|
—
|
|
Commodity derivative liabilities – noncurrent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
Fair Value
|
|
Fair Value Measurement Classification
|
||||||||||||
Description
|
|
Measurement
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivative liabilities – current
|
|
$
|
(27,777
|
)
|
|
$
|
—
|
|
|
$
|
(27,777
|
)
|
|
$
|
—
|
|
Commodity derivative liabilities – noncurrent
|
|
(13,900
|
)
|
|
—
|
|
|
(13,900
|
)
|
|
—
|
|
•
|
Commodity derivatives
: We determine the fair values of our commodity derivative instruments based on discounted cash flows derived from third-party quoted forward prices for WTI and LLS crude oil closing prices as of the end of the reporting periods. We generally use the income approach, using valuation techniques that convert future cash flows to a single discounted value. Each of these is a level 2 input.
|
15.
|
Commitments and Contingencies
|
Year
|
Minimum
Rentals
|
|
Drilling and Completion
|
|
Gathering and Intermediate Transportation
|
|
Other Commitments
|
||||||||
2019
|
$
|
532
|
|
|
$
|
20,692
|
|
|
$
|
11,702
|
|
|
$
|
254
|
|
2020
|
657
|
|
|
—
|
|
|
12,962
|
|
|
121
|
|
||||
2021
|
637
|
|
|
—
|
|
|
12,962
|
|
|
44
|
|
||||
2022
|
638
|
|
|
—
|
|
|
12,962
|
|
|
—
|
|
||||
2023
|
634
|
|
|
—
|
|
|
12,962
|
|
|
—
|
|
||||
Thereafter
|
159
|
|
|
—
|
|
|
50,750
|
|
|
—
|
|
||||
Total
|
$
|
3,257
|
|
|
$
|
20,692
|
|
|
$
|
114,300
|
|
|
$
|
419
|
|
16.
|
Shareholders’ Equity
|
17.
|
Share-Based Compensation and Other Benefit Plans
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
September 30,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Equity-classified awards
|
$
|
4,618
|
|
|
$
|
3,809
|
|
|
$
|
81
|
|
|
|
$
|
1,511
|
|
Liability-classified awards
|
—
|
|
|
—
|
|
|
|
|
|
|
(19
|
)
|
||||
|
$
|
4,618
|
|
|
$
|
3,809
|
|
|
$
|
81
|
|
|
|
$
|
1,492
|
|
|
Restricted Stock
Units
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Balance at beginning of year
|
259,990
|
|
|
$
|
41.32
|
|
Granted
|
42,459
|
|
|
$
|
65.96
|
|
Vested
|
(79,828
|
)
|
|
$
|
38.90
|
|
Forfeited
|
(14,581
|
)
|
|
$
|
43.64
|
|
Balance at end of year
|
208,040
|
|
|
$
|
47.35
|
|
Expected volatility
|
59.63% to 62.18%
|
Dividend yield
|
0.0% to 0.0%
|
Risk-free interest rate
|
1.44% to 1.51%
|
|
Performance Restricted Stock
Units
|
|
Weighted-Average
Fair Value
|
|||
Balance at beginning of year
|
98,526
|
|
|
$
|
57.81
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
(1,968
|
)
|
|
$
|
49.56
|
|
Forfeited
|
(7,487
|
)
|
|
$
|
49.56
|
|
Balance at end of year
|
89,071
|
|
|
$
|
58.69
|
|
18.
|
Interest Expense
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Interest on borrowings and related fees
1
|
$
|
32,164
|
|
|
$
|
6,995
|
|
|
$
|
678
|
|
|
|
$
|
36,012
|
|
Accretion of original issue discount
2
|
680
|
|
|
161
|
|
|
—
|
|
|
|
—
|
|
||||
Amortization of debt issuance costs
3
|
2,736
|
|
|
1,961
|
|
|
226
|
|
|
|
22,189
|
|
||||
Capitalized interest
|
(9,118
|
)
|
|
(2,725
|
)
|
|
(25
|
)
|
|
|
(183
|
)
|
||||
|
$
|
26,462
|
|
|
$
|
6,392
|
|
|
$
|
879
|
|
|
|
$
|
58,018
|
|
2
|
Includes accretion of original issue discount attributable to the Second Lien Facility (see Note 10).
|
3
|
The year ended
December 31, 2017
includes a total of
$0.8 million
of write-offs attributable to changes in the composition of financial institutions comprising the Credit Facility’s bank group in connection with amendments to the Credit Facility (see Note 10). The Predecessor period from January 1, 2016 through September 12, 2016 includes $
20.5 million
related to the accelerated write-off of unamortized debt issuance costs associated with the RBL and Senior Notes (see Note 10).
|
19.
|
Earnings per Share
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13 Through
|
|
|
January 1 Through
|
||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Net income (loss)
|
$
|
224,785
|
|
|
$
|
32,662
|
|
|
$
|
(5,296
|
)
|
|
|
$
|
1,054,602
|
|
Less: Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(5,972
|
)
|
||||
Net income (loss) attributable to common shareholders – basic and diluted
|
$
|
224,785
|
|
|
$
|
32,662
|
|
|
$
|
(5,296
|
)
|
|
|
$
|
1,048,630
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares – basic
|
15,059
|
|
|
14,996
|
|
|
14,992
|
|
|
|
88,013
|
|
||||
Effect of dilutive securities
1
|
233
|
|
|
67
|
|
|
—
|
|
|
|
36,074
|
|
||||
Weighted-average shares – diluted
|
15,292
|
|
|
15,063
|
|
|
14,992
|
|
|
|
124,087
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third Quarter
|
|
Fourth
Quarter
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||
Revenues
1
|
$
|
77,211
|
|
|
$
|
111,580
|
|
|
$
|
127,185
|
|
|
$
|
124,856
|
|
Operating income
|
$
|
33,912
|
|
|
$
|
55,886
|
|
|
$
|
64,036
|
|
|
$
|
54,921
|
|
Income (loss) attributable to common shareholders
2
|
$
|
10,295
|
|
|
$
|
(2,521
|
)
|
|
$
|
16,276
|
|
|
$
|
200,735
|
|
Income (loss) per share – basic
3
|
$
|
0.68
|
|
|
$
|
(0.17
|
)
|
|
$
|
1.08
|
|
|
$
|
13.32
|
|
Income (loss) per share – diluted
3
|
$
|
0.68
|
|
|
$
|
(0.17
|
)
|
|
$
|
1.06
|
|
|
$
|
13.10
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
15,042
|
|
|
15,058
|
|
|
15,062
|
|
|
15,075
|
|
||||
Diluted
|
15,081
|
|
|
15,058
|
|
|
15,344
|
|
|
15,328
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third Quarter
|
|
Fourth
Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
4
|
$
|
34,986
|
|
|
$
|
36,282
|
|
|
$
|
34,459
|
|
|
$
|
54,327
|
|
Operating income
|
$
|
11,623
|
|
|
$
|
11,460
|
|
|
$
|
7,547
|
|
|
$
|
21,242
|
|
Income (loss) attributable to common shareholders
|
$
|
28,081
|
|
|
$
|
21,329
|
|
|
$
|
(5,947
|
)
|
|
$
|
(10,801
|
)
|
Income (loss) per share – basic
3
|
$
|
1.87
|
|
|
$
|
1.42
|
|
|
$
|
(0.40
|
)
|
|
$
|
(0.72
|
)
|
Income (loss) per share – diluted
3
|
$
|
1.86
|
|
|
$
|
1.42
|
|
|
$
|
(0.40
|
)
|
|
$
|
(0.72
|
)
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
14,992
|
|
|
14,992
|
|
|
14,994
|
|
|
15,006
|
|
||||
Diluted
|
15,126
|
|
|
15,050
|
|
|
14,994
|
|
|
15,006
|
|
1
|
Includes gains (losses) on sales of assets of less than $0.1 million, less than $0.1 million, less than $0.1 million and $(0.3) million during the quarters ended March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, respectively.
|
2
|
The quarter ended December 31, 2018 includes a mark-to-market gain on derivatives of $149.2 million.
|
|
Oil
|
|
NGLs
|
|
Natural
Gas
|
|
Total
Equivalents
|
||||
Proved Developed and Undeveloped Reserves
|
(MBbl)
|
|
(MBbl)
|
|
(MMcf)
|
|
(MBOE)
|
||||
December 31, 2015 (Predecessor)
|
29,462
|
|
|
7,204
|
|
|
42,153
|
|
|
43,691
|
|
Revisions of previous estimates
|
(1,359
|
)
|
|
(1,225
|
)
|
|
(8,661
|
)
|
|
(4,028
|
)
|
Extensions and discoveries
|
11,529
|
|
|
1,483
|
|
|
7,196
|
|
|
14,213
|
|
Production
|
(3,021
|
)
|
|
(697
|
)
|
|
(4,006
|
)
|
|
(4,386
|
)
|
December 31, 2016 (Successor)
|
36,611
|
|
|
6,765
|
|
|
36,682
|
|
|
49,490
|
|
Revisions of previous estimates
|
(5,735
|
)
|
|
(2,071
|
)
|
|
(10,468
|
)
|
|
(9,550
|
)
|
Extensions and discoveries
|
23,850
|
|
|
3,571
|
|
|
16,840
|
|
|
30,228
|
|
Production
|
(2,764
|
)
|
|
(523
|
)
|
|
(2,949
|
)
|
|
(3,779
|
)
|
Purchase of reserves
|
3,867
|
|
|
1,122
|
|
|
7,162
|
|
|
6,183
|
|
December 31, 2017 (Successor)
|
55,829
|
|
|
8,864
|
|
|
47,267
|
|
|
72,572
|
|
Revisions of previous estimates
|
(19,096
|
)
|
|
(1,789
|
)
|
|
(9,608
|
)
|
|
(22,487
|
)
|
Extensions and discoveries
|
48,119
|
|
|
11,737
|
|
|
59,447
|
|
|
69,764
|
|
Production
|
(6,077
|
)
|
|
(1,004
|
)
|
|
(5,181
|
)
|
|
(7,944
|
)
|
Purchase of reserves
|
11,278
|
|
|
969
|
|
|
5,827
|
|
|
13,218
|
|
Sale of reserves in place
|
(397
|
)
|
|
(733
|
)
|
|
(6,259
|
)
|
|
(2,173
|
)
|
December 31, 2018 (Successor)
|
89,656
|
|
|
18,044
|
|
|
91,493
|
|
|
122,950
|
|
Proved Developed Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
17,734
|
|
|
4,335
|
|
|
24,899
|
|
|
26,219
|
|
December 31, 2017
|
22,412
|
|
|
4,882
|
|
|
27,229
|
|
|
31,832
|
|
December 31, 2018
|
35,190
|
|
|
6,279
|
|
|
31,833
|
|
|
46,774
|
|
Proved Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
18,877
|
|
|
2,430
|
|
|
11,783
|
|
|
23,271
|
|
December 31, 2017
|
33,417
|
|
|
3,982
|
|
|
20,038
|
|
|
40,740
|
|
December 31, 2018
|
54,466
|
|
|
11,765
|
|
|
59,660
|
|
|
76,176
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Oil and gas properties:
|
|
|
|
|
|
||||||
Proved
|
$
|
1,037,993
|
|
|
$
|
460,029
|
|
|
$
|
251,083
|
|
Unproved
|
63,484
|
|
|
117,634
|
|
|
4,719
|
|
|||
Total oil and gas properties
|
1,101,477
|
|
|
577,663
|
|
|
255,802
|
|
|||
Other property and equipment
|
16,462
|
|
|
10,057
|
|
|
1,230
|
|
|||
Total capitalized costs relating to oil and gas producing activities
|
1,117,939
|
|
|
587,720
|
|
|
257,032
|
|
|||
Accumulated depreciation and depletion
|
(191,802
|
)
|
|
(60,247
|
)
|
|
(11,669
|
)
|
|||
Net capitalized costs relating to oil and gas producing activities
1
|
$
|
926,137
|
|
|
$
|
527,473
|
|
|
$
|
245,363
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
September 13
|
|
|
January 1
|
||||||||
|
|
|
Through
|
|
|
Through
|
||||||||||
|
Year Ended December 31,
|
|
December 31,
|
|
|
September 12,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Development costs
1
|
$
|
416,037
|
|
|
$
|
135,360
|
|
|
$
|
5,399
|
|
|
|
$
|
4,777
|
|
Proved property acquisition costs
2
|
86,514
|
|
|
43,151
|
|
|
53
|
|
|
|
—
|
|
||||
Unproved property acquisition costs
3
|
30,637
|
|
|
153,905
|
|
|
25
|
|
|
|
183
|
|
||||
Exploration costs
4
|
377
|
|
|
696
|
|
|
567
|
|
|
|
8,311
|
|
||||
|
$
|
533,565
|
|
|
$
|
333,112
|
|
|
$
|
6,044
|
|
|
|
$
|
13,271
|
|
|
Crude Oil
|
|
NGLs
|
|
Natural Gas
|
||||||
|
$ per Bbl
|
|
$ per Bbl
|
|
$ per MMBtu
|
||||||
As of December 31, 2016
|
$
|
42.75
|
|
|
$
|
12.33
|
|
|
$
|
2.48
|
|
As of December 31, 2017
|
$
|
51.34
|
|
|
$
|
18.48
|
|
|
$
|
2.98
|
|
As of December 31, 2018
|
$
|
65.56
|
|
|
$
|
23.60
|
|
|
$
|
3.10
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Future cash inflows
|
$
|
6,719,145
|
|
|
$
|
3,091,366
|
|
|
$
|
1,667,971
|
|
Future production costs
|
(1,852,168
|
)
|
|
(1,069,910
|
)
|
|
(673,538
|
)
|
|||
Future development costs
|
(1,208,815
|
)
|
|
(689,998
|
)
|
|
(327,213
|
)
|
|||
Future net cash flows before income tax
|
3,658,162
|
|
|
1,331,458
|
|
|
667,220
|
|
|||
Future income tax expense
|
(413,137
|
)
|
|
(84,350
|
)
|
|
—
|
|
|||
Future net cash flows
|
3,245,025
|
|
|
1,247,108
|
|
|
667,220
|
|
|||
10% annual discount for estimated timing of cash flows
|
(1,621,135
|
)
|
|
(656,624
|
)
|
|
(349,670
|
)
|
|||
Standardized measure of discounted future net cash flows
|
$
|
1,623,890
|
|
|
$
|
590,484
|
|
|
$
|
317,550
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Sales of oil and gas, net of production costs
|
$
|
(361,478
|
)
|
|
$
|
(118,137
|
)
|
|
$
|
(89,080
|
)
|
Net changes in prices and production costs
|
585,737
|
|
|
170,488
|
|
|
(11,971
|
)
|
|||
Changes in future development costs
|
206,901
|
|
|
30,692
|
|
|
59,266
|
|
|||
Extensions and discoveries
|
809,880
|
|
|
131,060
|
|
|
35,321
|
|
|||
Development costs incurred during the period
|
204,160
|
|
|
74,880
|
|
|
6,775
|
|
|||
Revisions of previous quantity estimates
|
(483,091
|
)
|
|
(122,357
|
)
|
|
(38,151
|
)
|
|||
Purchases of reserves-in-place
|
86,128
|
|
|
80,878
|
|
|
—
|
|
|||
Sale of reserves-in-place
|
(8,912
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in production rates and all other
|
60,160
|
|
|
12,161
|
|
|
(252
|
)
|
|||
Accretion of discount
|
60,897
|
|
|
31,755
|
|
|
32,331
|
|
|||
Net change in income taxes
|
(126,976
|
)
|
|
(18,486
|
)
|
|
—
|
|
|||
Net increase (decrease)
|
1,033,406
|
|
|
272,934
|
|
|
(5,761
|
)
|
|||
Beginning of year
|
590,484
|
|
|
317,550
|
|
|
323,311
|
|
|||
End of year
|
$
|
1,623,890
|
|
|
$
|
590,484
|
|
|
$
|
317,550
|
|
Item 9
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A
|
Controls and Procedures
|
Item 9B
|
Other Information
|
Item 10
|
Directors, Executive Officers and Corporate Governance
|
Item 11
|
Executive Compensation
|
Item 13
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14
|
Principal Accountant Fees and Services
|
(1)
|
Financial Statements — The financial statements filed herewith are listed in the Index to Consolidated Financial Statements on page 65 of this Annual Report on Form 10-K.
|
|
|
(
2.1
)
|
Second Amended Joint Chapter 11 Plan of Reorganization of Penn Virginia Corporation and Its Debtor Affiliates (Technical Modifications) filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on August 10, 2016 with the United States Bankruptcy Court for the Eastern Division of Virginia, Richmond Division (incorporated by reference to Exhibit 2.1 to Registrant
’
s Current Report on Form 8-K filed on August 17, 2016).
|
|
|
(
2.2
)
|
Disclosure Statement for the First Amended Joint Chapter 11 Plan of Reorganization of Penn Virginia Corporation and Its Debtor Affiliates and Amended Exhibits Thereto filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on June 24, 2016 with the United States Bankruptcy Court for the Eastern Division of Virginia, Richmond Division (incorporated by reference to Exhibit 2.2 to Registrant’s Current Report on Form 8-K filed on August 17, 2016).
|
|
|
(
2.3
)
|
Agreement and Plan of Merger dated as of October 28, 2018, by and among Denbury Resources Inc, Dragon Merger Sub Inc, DR Sub LLC Sub and Penn Virginia Corporation (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on October 29, 2018).
|
|
|
(
3.1
)
|
Second Amended and Restated Articles of Incorporation of Penn Virginia Corporation (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on September 15, 2016).
|
|
|
(
3.2
)
|
Third Amended and Restated Bylaws of Penn Virginia Corporation (incorporated by reference to Exhibit 3.1 to Registran
t
’s Current Report on Form 8-K filed on January 19, 2018).
|
|
|
(
10.1
)
|
Credit Agreement, dated as of September 12, 2016, by and among Penn Virginia Holding Corp., Penn Virginia Corporation, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and issuing lender (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on September 15, 2016).
|
|
|
(
10.1.1
)
|
Amendment No. 1 to Credit Agreement dated as of March 10, 2017 among Penn Virginia Holding Corp., Penn Virginia Corporation, the guarantors and lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and issuing lender (incorporated by reference to Exhibit 10.1.1 to Registrant’s Registration Statement on Form S-3/A (Amendment No. 2) filed on May 2, 2017).
|
|
|
(
10.1.2
)
|
Master Assignment, Agreement and Amendment No. 2 to Credit Agreement dated as of June 27, 2017 among Penn Virginia Holding Corp., as borrower, Penn Virginia Corporation, as parent, the subsidiaries of the borrower party thereto, the lenders and New Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and issuing lender (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on June 30, 2017).
|
|
|
(
10.1.3
)
|
Master Assignment, Agreement and Amendment No. 3 to Credit Agreement dated as of September 29, 2017 among Penn Virginia Holding Corp., as borrower, Penn Virginia Corporation, as parent, the subsidiaries of the borrower party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and issuing lender (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on October 5, 2017).
|
|
|
(
10.1.4
)
|
Master Assignment, Agreement and Amendment No. 4 to Credit Agreement, dated as of March 1, 2018, among Penn Virginia Holding Corp., as borrower, Penn Virginia Corporation, as parent, the subsidiaries of the borrower party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on March 7, 2018).
|
|
|
(
10.1.5
)
|
Borrowing Base Increase Agreement and Amendment No. 5 to Credit Agreement dated as of October 26, 2018 among Penn Virginia Holding Corp., as borrower, Penn Virginia Corporation, as parent, the subsidiaries of the borrower party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on October 26, 2018).
|
|
|
(
10.2
)
|
Pledge and Security Agreement, dated as of September 12, 2016, by Penn Virginia Holding Corp., Penn Virginia Corporation and the other grantors party thereto in favor of Wells Fargo Bank, National Association, as administrative agent for the benefit of the secured parties thereunder (incorporated by reference to Exhibit 10.2 to Registrant
’
s Current Report on Form 8-K filed on September 15, 2016).
|
|
|
(
10.3
)
|
Registration Rights Agreement, dated as of September 12, 2016 between Penn Virginia Corporation and the holders party thereto (incorporated by reference to Exhibit 10.3 to Registrant
’
s Current Report on Form 8-K filed on September 15, 2016).
|
|
|
(
10.4
)
|
Credit Agreement, dated as of September 29, 2017, by and among Penn Virginia Holding Corp., as borrower, Penn Virginia Corporation, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent and sole lead arranger (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on October 5, 2017).
|
|
|
(
10.5
)
|
Pledge and Security Agreement, dated as of September 29, 2017, by Penn Virginia Holding Corp., Penn Virginia Corporation and the other grantors party thereto in favor of Jefferies Finance LLC, as administrative agent and collateral agent for the ratable benefit of the secured parties thereunder (incorporated by reference to Exhibit 10.3 to Registrant
’
s Current Report on Form 8-K filed on October 5, 2017).
|
|
|
(
10.6
)
|
Intercreditor Agreement, dated as of September 29, 2017, by and among Penn Virginia Holding Corp., Penn Virginia Corporation, the subsidiaries of Penn Virginia Holding Corp. party thereto, Wells Fargo Bank, National Association and Jefferies Finance LLC (incorporated by reference to Exhibit 10.4 to Registrant
’
s Current Report on Form 8-K filed on October 5, 2017).
|
(
10.7
)
|
Purchase and Sale Agreement by and between Devon Energy Production Company, L.P. as seller, and Penn Virginia Oil & Gas, L.P. as buyer dated as of July 29, 2017 (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2017).
|
|
|
(
10.8
)
|
Purchase and Sale Agreement by and between Hunt Oil Company and Penn Virginia Oil and Gas, L.P. dated December 30, 2017 (incorporated by reference to Exhibit 10.8 to Registrant’s Annual Report on Form 10-K filed on March 2, 2018).
|
|
|
(
10.9
)
|
Second Amended and Restated Construction and Field Gathering Agreement by and between Republic Midstream, LLC and Penn Virginia Oil & Gas, L.P. dated August 1, 2016 (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q/A filed on November 28, 2016).
|
|
|
(
10.9.1
)
|
Amendment No. 1 to the Second Amended and Restated Construction and Field Gathering Agreement dated as of April 13, 2017 but effective August 1, 2016 by and between Republic Midstream, LLC and Penn Virginia Oil & Gas, L.P. (incorporated by reference to Exhibit 10.4.1 to Registrant
’
s Registration Statement on Form S-3/A (Amendment No. 2) filed on May 2, 2017).
|
|
|
(
10.9.2
)
|
Second Amendment to Second Amended and Restated Construction and Field Gathering Agreement dated as of July 2, 2018 by and between Republic Midstream, LLC and Penn Virginia Oil & Gas L.P. (incorporated by reference to Exhibit 10.1 to Registrant
’
s Quarterly Report on Form 10-Q filed on November 8, 2018).
|
|
|
(
10.9.3
) #
|
Third Amendment to Second Amended and Restated Construction and Field Gathering Agreement dated as of December 14, 2018 by and between Republic Midstream, LLC and Penn Virginia Oil & Gas L.P.
|
|
|
(
10.10
)
|
First Amended and Restated Crude Oil Marketing Agreement dated as of August 1, 2016, by and between Penn Virginia Oil & Gas, L.P., Republic Midstream Marketing, LLC and solely for purposes of Article V therein, Penn Virginia Corporation (incorporated by reference to Exhibit 10.6 to Registrant
’
s Quarterly Report on Form 10-Q/A filed on November 28, 2016).
|
|
|
(
10.10.1
)
†
|
First Amendment to First Amended and Restated Crude Oil Marketing Agreement dated as of July 2, 2018 by and between Penn Virginia Oil & Gas, L.P. and Republic Midstream Marketing, LLC.(incorporated by reference to Exhibit 10.2 to Registrant
’
s Quarterly Report on Form 10-Q filed on November 8, 2018).
|
|
|
(
10.11
)*
|
Penn Virginia Corporation 2016 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to Registrant
’
s Current Report on Form 8-K filed on October 11, 2016).
|
|
|
(
10.11.1
)*
|
Form of Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on October 11, 2016).
|
|
|
(
10.11.2
)*
|
Form of Officer Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Registrant
’
s Current Report on Form 8-K filed on January 30, 2017).
|
|
|
(
10.11.3
)*
|
Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Registrant
’
s Current Report on Form 8-K filed on January 30, 2017).
|
|
|
(
10.11.4
)*
|
Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to Registrant
’
s Current Report on Form 8-K filed on December 21, 2016).
|
|
|
(
10.12
)*
|
Separation and Consulting Agreement dated January 18, 2018 by and among Penn Virginia Corporation and Harry Quarls (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on January 19, 2018).
|
|
|
(
10.13
)*
|
Penn Virginia Corporation 2017 Special Severance Plan Amended and Restated Effective July 18, 2018 (incorporated by reference to Exhibit 10.3 to Registrant
’
s Quarterly Report on Form 10-Q filed on November 8, 2018).
|
|
|
(
10.14
)
|
Support Agreement, dated January 18, 2018 by and among Penn Virginia Corporation, Strategic Value Partners, LLC and certain funds and accounts managed by Strategic Value Partners, LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on January 19, 2018).
|
|
|
(
10.15
)
|
Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K filed on October 11, 2016).
|
|
|
(
21.1
) #
|
Subsidiaries of Penn Virginia Corporation.
|
|
|
(
23.1
) #
|
Consent of Grant Thornton LLP.
|
|
|
(
23.2
) #
|
Consent of DeGolyer and MacNaughton.
|
|
|
(
31.1
) #
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
(
31.2
) #
|
Certification Pursuant to 18 Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
(
32.1
)
††
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
(
32.2
)
††
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
(
99.1
) #
|
Report of DeGolyer and MacNaughton dated January 28, 2019 concerning evaluation of oil and gas reserves.
|
(101.INS)#
|
XBRL Instance Document
|
|
|
(101.SCH)#
|
XBRL Taxonomy Extension Schema Document
|
|
|
(101.CAL)#
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
(101.DEF)#
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
(101.LAB)#
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
(101.PRE)#
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Management contract or compensatory plan or arrangement.
|
#
|
Filed herewith.
|
†
|
Confidential treatment has been requested for this exhibit and confidential portions have been filed separately with the Securities and Exchange Commission.
|
††
|
Furnished herewith.
|
Item 16
|
Form 10-K Summary
|
|
PENN VIRGINIA CORPORATION
|
|
|
|
|
|
By:
|
/s/ STEVEN A. HARTMAN
|
|
|
Steven A. Hartman
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
February 27, 2019
|
By:
|
/s/ TAMMY L. HINKLE
|
|
|
Tammy L. Hinkle
|
|
|
Vice President and Controller
|
|
|
(Principal Accounting Officer)
|
/s/ JOHN A. BROOKS
|
|
Chief Executive Officer and Director
|
|
February 27, 2019
|
John A. Brooks
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ STEVEN A. HARTMAN
|
|
Senior Vice President and Chief Financial Officer
|
|
February 27, 2019
|
Steven A. Hartman
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ TAMMY L. HINKLE
|
|
Vice President and Controller
|
|
February 27, 2109
|
Tammy L. Hinkle
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ DAVID GEENBERG
|
|
Co-Chairman of the Board
|
|
February 27, 2109
|
David Geenberg
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL HANNAH
|
|
Director
|
|
February 27, 2109
|
Michael Hannah
|
|
|
|
|
|
|
|
|
|
/s/ DARIN G. HOLDERNESS
|
|
Co-Chairman of the Board
|
|
February 27, 2019
|
Darin G. Holderness
|
|
|
|
|
|
|
|
|
|
/s/ VICTOR F. POTTOW
|
|
Director
|
|
February 27, 2019
|
Victor F. Pottow
|
|
|
|
|
|
|
|
|
|
/s/ JERRY R. SCHUYLER
|
|
Director
|
|
February 27, 2019
|
Jerry R. Schuyler
|
|
|
|
|
(1)
|
For purposes of this Amendment, “
Deedra-Lori Initial Wells
” means the Deedra-Lori Unit 3 (SA) Well 3H and the Deedra-Lori Unit 4 (SA) Well 4H.
|
(2)
|
Gatherer hereby waives the obligation set forth in Section 3.3(g) of the Agreement for Shipper to deliver a Construction Notice for the Deedra-Lori Initial Wells, and hereby agrees and elects to install an Additional Segment to connect a Receipt Point for such Future Wells. Within 30 days after the date hereof, Gatherer shall deliver to Shipper a Construction Plan in accordance with Section 3.3(b) of the Agreement. The Parties acknowledge and agree that the “Expected Production Date” with respect to the Deedra-Lori Initial Wells is March 11, 2019.
|
Name
|
|
Jurisdiction of Organization
|
Penn Virginia Holding Corp.
|
|
Delaware
|
Penn Virginia Oil & Gas Corporation
|
|
Virginia
|
Penn Virginia Oil & Gas, L.P.
|
|
Texas
|
Penn Virginia Oil & Gas GP LLC
|
|
Delaware
|
Penn Virginia Oil & Gas LP LLC
|
|
Delaware
|
Penn Virginia MC Corporation
|
|
Delaware
|
Penn Virginia MC Energy L.L.C.
|
|
Delaware
|
Penn Virginia MC Operating Company L.L.C
|
|
Delaware
|
Penn Virginia MC Gathering Company L.L.C.
|
|
Oklahoma
|
Penn Virginia Resource Holdings Corp.
|
|
Delaware
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
(d)
|
Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ JOHN A. BROOKS
|
|
John A. Brooks
|
|
Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
(d)
|
Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ STEVEN A. HARTMAN
|
|
Steven A. Hartman
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ JOHN A. BROOKS
|
|
John A. Brooks
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ STEVEN A. HARTMAN
|
|
Steven A. Hartman
|
|
Senior Vice President and Chief Financial Officer
|
|
Estimated by DeGolyer and MacNaughton
Net Proved Reserves
as of December 31, 2018
|
||||||||
|
|
Oil and
Condensate
(Mbbl)
|
|
NGL
(Mbbl)
|
|
Sales
Gas
(MMcf)
|
|
Oil Equivalent
(Mboe)
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
35,190
|
|
6,279
|
|
31,833
|
|
46,775
|
|
Proved Developed Non-Producing
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Developed
|
|
35,190
|
|
6,279
|
|
31,833
|
|
46,775
|
|
|
|
|
|
|
|
|
|
|
|
Proved Undeveloped
|
|
54,466
|
|
11,765
|
|
59,661
|
|
76,174
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved
|
|
89,656
|
|
18,044
|
|
91,494
|
|
122,950
|
|
|
|
|
|
|
|
|
|
|
|
Note: Sales gas reserves estimated herein were converted to oil equivalent using an energy
equivalent factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.
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1.
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That I am a Senior Vice President with DeGolyer and MacNaughton, which firm did prepare the report of third party addressed to Penn Virginia dated
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2.
|
January 28, 2019, and that I, as Senior Vice President, was responsible for the preparation of this report of third party.
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3.
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That I attended the University of Texas at Austin, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the year 1984; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers; and that I have in excess of 34 years of experience in oil and gas reservoir studies and reserves evaluations.
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