Delaware
|
001-8754
|
20-3940661
|
(State or other jurisdiction
of incorporation) |
(Commission File Number)
|
(IRS Employer
Identification No.)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit
Number |
|
Description
|
3.1
|
|
Certificate of Amendment to Certificate of Incorporation, effective May 5, 2017
|
3.2
|
|
First Amendment to Bylaws, effective May 5, 2017
|
10.1
|
|
Amendment to Swift Energy Company 2016 Equity Incentive Plan, effective May 5, 2017
|
10.2
|
|
First Amendment to Swift Energy Company Inducement Plan, effective May 5, 2017
|
99.1
|
|
SilverBow Resources, Inc. press release on first quarter 2017 earnings issued May 5, 2017
|
99.2
|
|
SilverBow Resources, Inc. press release on the commencement of trading on the NYSE issued May 5, 2017
|
|
|
|
SILVERBOW RESOURCES, INC.
|
||
|
|
|
|
By:
|
/s/ Christopher M. Abundis
|
|
|
|
|
|
Christopher M. Abundis
Senior Vice President, General Counsel and Secretary
|
Exhibit
Number |
|
Description
|
3.1
|
|
Certificate of Amendment to Certificate of Incorporation, effective May 5, 2017
|
3.2
|
|
First Amendment to Bylaws, effective May 5, 2017
|
10.1
|
|
Amendment to Swift Energy Company 2016 Equity Incentive Plan, effective May 5, 2017
|
10.2
|
|
First Amendment to Swift Energy Company Inducement Plan, effective May 5, 2017
|
99.1
|
|
SilverBow Resources, Inc. press release on first quarter 2017 earnings issued May 5, 2017
|
99.2
|
|
SilverBow Resources, Inc. press release on the commencement of trading on the NYSE issued May 5, 2017
|
|
By:
|
/s/ Christopher M. Abundis
|
|
Christopher M. Abundis
Senior Vice President, General Counsel and Secretary
|
1.
|
The Plan should be renamed the “SilverBow Resources, Inc. 2016 Equity Incentive Plan.”’
|
2.
|
Any reference to the “Swift Energy Company 2016 Equity Incentive Plan” within the Plan should be deleted replaced with “SilverBow Resources, Inc. 2016 Equity Incentive Plan.”
|
3.
|
Any additional reference to “Swift Energy Company” or “Swift Energy” within the Plan should be deleted and replaced with “SilverBow Resources”
|
SilverBow Resources, Inc
.
|
|
/s/ Sean C. Woolverton
|
|
Sean C. Woolverton
Chief Executive Officer |
|
1.
|
The Plan should be renamed the “SilverBow Resources, Inc. Inducement Plan.”’
|
2.
|
Any reference to the “Swift Energy Company Inducement Plan” within the Plan should be deleted replaced with “SilverBow Resources, Inc. Inducement Plan.”
|
3.
|
Any reference to the “Swift Energy Company 2016 Equity Incentive Plan” within the Plan should be deleted replaced with “SilverBow Resources, Inc. 2016 Equity Incentive Plan.”
|
4.
|
Any additional reference to “Swift Energy Company” or “Swift Energy” within the Plan should be deleted and replaced with “SilverBow Resources”
|
SilverBow Resources, Inc
.
|
|
/s/ Sean C. Woolverton
|
|
Sean C. Woolverton
Chief Executive Officer
|
|
|
|
COMPANY CONTACT:
Doug Atkinson, CFA
Senior Manager – Finance & Investor Relations
(281) 874-2700, (800) 777-2412
|
FOR IMMEDIATE RELEASE
|
•
|
1Q17 production of 135.6 million cubic feet of natural gas equivalent per day (“Mmcfe/d”);
|
•
|
New drilling records set in Fasken;
|
•
|
Significant improvements to cost structure;
|
•
|
Oil and gas revenues of $42.4 million;
|
•
|
Net income of $17.7 million and adjusted EBITDA (a non-GAAP financial measure) of $21.5 million;
|
•
|
Recently amended RBL provides $80 million increase to liquidity; and
|
•
|
Total liquidity of approximately $145 million as of May 1, 2017.
|
|
Successor
|
||||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||||
|
(Unaudited)
|
|
|
||||||
ASSETS
|
|
|
|
||||||
Current Assets:
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
168
|
|
|
|
$
|
303
|
|
|
Accounts receivable, net
|
19,889
|
|
|
|
17,490
|
|
|
||
Other current assets
|
3,282
|
|
|
|
3,686
|
|
|
||
Total Current Assets
|
23,339
|
|
|
|
21,479
|
|
|
||
|
|
|
|
||||||
Property and Equipment:
|
|
|
|
||||||
Property and Equipment, full cost method, including $34,345 and $33,354 of unproved property costs not being amortized at the end of each period
|
549,717
|
|
|
|
517,074
|
|
|
||
Less – Accumulated depreciation, depletion, amortization & impairment
|
(179,551)
|
|
|
|
(169,879)
|
|
|
||
Property and Equipment, Net
|
370,166
|
|
|
|
347,195
|
|
|
||
Other Long-Term Assets
|
8,394
|
|
|
|
8,625
|
|
|
||
Total Assets
|
$
|
401,899
|
|
|
|
$
|
377,299
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
||||||
Accounts payable and accrued liabilities
|
$
|
47,555
|
|
|
|
$
|
56,257
|
|
|
Accrued capital costs
|
11,899
|
|
|
|
11,954
|
|
|
||
Accrued interest
|
1,367
|
|
|
|
1,721
|
|
|
||
Undistributed oil and gas revenues
|
11,073
|
|
|
|
9,192
|
|
|
||
Total Current Liabilities
|
71,894
|
|
|
|
79,124
|
|
|
||
|
|
|
|
||||||
Long-Term Debt
|
172,000
|
|
|
|
198,000
|
|
|
||
Asset Retirement Obligations
|
22,819
|
|
|
|
22,291
|
|
|
||
Other Long-Term Liabilities
|
804
|
|
|
|
1,829
|
|
|
||
Commitments and Contingencies (Note 10)
|
|
|
|
||||||
|
|
|
|
||||||
Stockholders' Equity:
|
|
|
|
||||||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none outstanding
|
—
|
|
|
|
—
|
|
|
||
Common stock, $.01 par value, 40,000,000 shares authorized, 11,510,067 and 10,076,059 shares issued and 11,478,709 and 10,053,574 shares outstanding, respectively
|
115
|
|
|
|
101
|
|
|
||
Additional paid-in capital
|
273,787
|
|
|
|
232,917
|
|
|
||
Treasury stock, held at cost, 31,358 and 22,485 shares
|
(942)
|
|
|
|
(675)
|
|
|
||
Accumulated deficit
|
(138,578)
|
|
|
|
(156,288)
|
|
|
||
Total Stockholders’ Equity
|
134,382
|
|
|
|
76,055
|
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
401,899
|
|
|
|
$
|
377,299
|
|
|
|
|
|
|
||||||
|
|
Successor
|
|
|
Predecessor
|
||||||
|
Three Months Ended March 31, 2017
|
|
|
Three Months Ended March 31, 2016
|
||||||
Revenues:
|
|
|
|
|
||||||
Oil and gas sales
|
$
|
42,412
|
|
|
|
|
$
|
34,367
|
|
|
Price-risk management and other, net
|
10,794
|
|
|
|
|
(95)
|
|
|
||
Total Revenues
|
53,206
|
|
|
|
|
34,272
|
|
|
||
|
|
|
|
|
||||||
Costs and Expenses:
|
|
|
|
|
||||||
General and administrative, net
|
9,834
|
|
|
|
|
8,118
|
|
|
||
Depreciation, depletion, and amortization
|
9,715
|
|
|
|
|
17,245
|
|
|
||
Accretion of asset retirement obligations
|
564
|
|
|
|
|
1,291
|
|
|
||
Lease operating costs
|
5,773
|
|
|
|
|
12,307
|
|
|
||
Transportation and gas processing
|
4,385
|
|
|
|
|
5,055
|
|
|
||
Severance and other taxes
|
1,618
|
|
|
|
|
2,332
|
|
|
||
Interest expense, net (excludes contractual interest of $17,320 on senior notes subject to compromise for the three months ended March 31, 2016)
|
3,607
|
|
|
|
|
8,066
|
|
|
||
Write-down of oil and gas properties
|
—
|
|
|
|
|
77,732
|
|
|
||
Reorganization items, net
|
—
|
|
|
|
|
10,429
|
|
|
||
Total Costs and Expenses
|
35,496
|
|
|
|
|
142,575
|
|
|
||
|
|
|
|
|
||||||
Income (Loss) Before Income Taxes
|
17,710
|
|
|
|
|
(108,303)
|
|
|
||
|
|
|
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
|
|
—
|
|
|
||
|
|
|
|
|
||||||
Net Income (Loss)
|
$
|
17,710
|
|
|
|
|
$
|
(108,303)
|
|
|
|
|
|
|
|
||||||
Per Share Amounts-
|
|
|
|
|
||||||
|
|
|
|
|
||||||
Basic: Net Income (Loss)
|
$
|
1.58
|
|
|
|
|
$
|
(2.42)
|
|
|
|
|
|
|
|
||||||
Diluted: Net Income (Loss)
|
$
|
1.57
|
|
|
|
|
$
|
(2.42)
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding - Basic
|
11,232
|
|
|
|
|
44,672
|
|
|
||
|
|
|
|
|
||||||
Weighted Average Shares Outstanding - Diluted
|
11,323
|
|
|
|
|
44,672
|
|
|
||
|
|
|
|
|
||||||
.
|
|
Successor
|
|
|
Predecessor
|
||||||
|
Three Months Ended March 31, 2017
|
|
|
Three Months Ended March 31, 2016
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||||
Net income (loss)
|
$
|
17,710
|
|
|
|
|
$
|
(108,303)
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities-
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
9,715
|
|
|
|
|
17,245
|
|
|
||
Write-down of oil and gas properties
|
—
|
|
|
|
|
77,732
|
|
|
||
Accretion of asset retirement obligations
|
564
|
|
|
|
|
1,291
|
|
|
||
Share-based compensation expense
|
1,503
|
|
|
|
|
770
|
|
|
||
Loss (gain) on derivatives
|
(10,937)
|
|
|
|
|
—
|
|
|
||
Cash settlements on derivatives
|
(811)
|
|
|
|
|
—
|
|
|
||
Settlements of asset retirement obligations
|
(411)
|
|
|
|
|
(278)
|
|
|
||
Write-down of debt issuance cost
|
450
|
|
|
|
|
—
|
|
|
||
Reorganization items (non-cash)
|
—
|
|
|
|
|
5,422
|
|
|
||
Other
|
(315)
|
|
|
|
|
2,551
|
|
|
||
Change in operating assets and liabilities-
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable and other current assets
|
(1,942)
|
|
|
|
|
3,167
|
|
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
(3,436)
|
|
|
|
|
5,185
|
|
|
||
Increase (decrease) in accrued interest
|
(354)
|
|
|
|
|
(15)
|
|
|
||
Net Cash Provided by (Used in) Operating Activities
|
11,736
|
|
|
|
|
4,767
|
|
|
||
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
||||||
Additions to property and equipment
|
(25,417)
|
|
|
|
|
(36,317)
|
|
|
||
Proceeds from the sale of property and equipment
|
432
|
|
|
|
|
4,876
|
|
|
||
Net Cash Provided by (Used in) Investing Activities
|
(24,985)
|
|
|
|
|
(31,441)
|
|
|
||
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
||||||
Proceeds from bank borrowings
|
43,000
|
|
|
|
|
15,000
|
|
|
||
Payments of bank borrowings
|
(69,000)
|
|
|
|
|
—
|
|
|
||
Net proceeds from issuances of common stock
|
39,381
|
|
|
|
|
—
|
|
|
||
Purchase of treasury shares
|
(267)
|
|
|
|
|
(4)
|
|
|
||
Net Cash Provided by (Used in) Financing Activities
|
13,114
|
|
|
|
|
14,996
|
|
|
||
|
|
|
|
|
||||||
Net increase (decrease) in Cash and Cash Equivalents
|
(135)
|
|
|
|
|
(11,678)
|
|
|
||
|
|
|
|
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
303
|
|
|
|
|
29,460
|
|
|
||
|
|
|
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
168
|
|
|
|
|
$
|
17,782
|
|
|
|
|
|
|
|
||||||
|
|
|
Three Months Ended March 31, 2017 (Successor)
|
|
|
Three Months Ended March 31, 2016 (Predecessor)
|
||||||
Production volumes:
|
|
|
|
|
|
||||||
Oil (MBbl)
(1)
|
|
146
|
|
|
|
|
427
|
|
|
||
Natural gas (MMcf)
|
|
10,104
|
|
|
|
|
9,197
|
|
|
||
Natural gas liquids (MBbl)
(1)
|
|
204
|
|
|
|
|
310
|
|
|
||
Total (MMcfe)
|
|
12,206
|
|
|
|
|
13,614
|
|
|
||
|
|
|
|
|
|
||||||
Oil, Natural gas and Natural gas liquids sales:
|
|
|
|
|
|
||||||
Oil
|
|
$
|
7,201
|
|
|
|
|
$
|
12,830
|
|
|
Natural gas
|
|
31,063
|
|
|
|
|
18,185
|
|
|
||
Natural gas liquids
|
|
4,148
|
|
|
|
|
3,352
|
|
|
||
Total
|
|
$
|
42,412
|
|
|
|
|
$
|
34,367
|
|
|
|
|
|
|
|
|
||||||
Average realized price:
|
|
|
|
|
|
||||||
Oil
|
|
$
|
49.26
|
|
|
|
|
$
|
30.07
|
|
|
Natural gas
|
|
3.07
|
|
|
|
|
1.98
|
|
|
||
Natural gas liquids
|
|
20.33
|
|
|
|
|
10.83
|
|
|
||
Total
|
|
$
|
3.47
|
|
|
|
|
$
|
2.52
|
|
|
|
|
|
|
|
|
||||||
Price impact of cash-settled derivatives:
|
|
|
|
|
|
||||||
Oil
|
|
$
|
(2.82)
|
|
|
|
|
$
|
—
|
|
|
Natural gas
|
|
(0.03)
|
|
|
|
|
—
|
|
|
||
Natural gas liquids
|
|
—
|
|
|
|
|
—
|
|
|
||
Total
|
|
$
|
(0.05)
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Average realized price after cash settled derivatives:
|
|
|
|
|
|
||||||
Oil
|
|
$
|
46.44
|
|
|
|
|
$
|
30.07
|
|
|
Natural gas
|
|
3.05
|
|
|
|
|
1.98
|
|
|
||
Natural gas liquids
|
|
20.33
|
|
|
|
|
10.83
|
|
|
||
Total
|
|
$
|
3.42
|
|
|
|
|
$
|
2.52
|
|
|
|
|
|
|
|
|
||||||
(1) Oil and natural gas liquids are converted at the rate of one barrel of oil equivalent to six Mcfe
|
|
|
|
|
|
|||||
|
|
|
|
Guidance
|
|
||||
|
|
|
|
2Q 2017
|
|
FY 2017
|
|||
Production Volumes:
|
|
|
|
|
|
|
|||
|
Oil (Bbls/d)
|
|
|
|
1,150 – 1,200
|
|
2,175 – 2,325
|
||
|
NGLs (Bbls/d)
|
|
|
|
2,300 – 2,400
|
|
2,660 – 2,840
|
||
|
Natural Gas (Mmcf/d)
|
|
|
|
117.5 – 122.5
|
|
116 – 124
|
||
Million Cubic Feet of Gas Equivalent (Mmcfe/d)
|
|
|
|
138 – 144
|
|
145 - 155
|
|||
|
|
|
|
|
|
|
|||
Operating Costs & Expenses :
|
|
|
|
|
|
|
|||
|
Lease Operating Expense ($/Mcfe)
|
|
|
|
$0.48 - $0.52
|
|
$0.48 - $0.54
|
||
|
Transportation & Processing Expense ($/Mcfe)
|
|
|
|
$0.36 - $0.38
|
|
$0.32 - $0.34
|
||
|
Production & Ad Val Taxes (% of O&G Revenue)
|
|
|
|
4% - 5%
|
|
4% - 5%
|
||
|
Cash G&A, net (in millions)
|
|
|
|
$4.7 – 5.1
|
|
$22.0 - $24.0
|
||
|
DD&A Expense ($/Mcfe)
|
|
|
|
$0.80 - $0.85
|
|
$0.80 - $0.90
|
||
|
Cash Interest Expense ($MM)
|
|
|
|
$2.5
|
|
N/A
|
||
Product Pricing :
|
|
|
|
|
|
|
|||
|
Natural Gas NYMEX Differential (per Mcf)
|
|
|
|
($0.05 - $0.10)
|
|
N/A
|
||
|
Crude Oil NYMEX Differential (per Bbl)
|
|
|
|
($2.00 - $2.75)
|
|
N/A
|
||
|
Natural Gas Liquids (% of WTI)
|
|
|
|
33% - 35%
|
|
N/A
|
COMPANY CONTACT:
Doug Atkinson, CFA
Senior Manager – Finance & Investor Relations
(281) 874-2700, (800) 777-2412
|
FOR IMMEDIATE RELEASE
|