Delaware
(State of Incorporation)
|
20-3940661
(I.R.S. Employer Identification No.)
|
|
|
575 North Dairy Ashford, Suite 1200
Houston, Texas 77079
(281) 874-2700
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
|
Yes
|
þ
|
No
|
o
|
Yes
|
þ
|
No
|
o
|
Large Accelerated Filer
|
o
|
|
Accelerated Filer
|
þ
|
|
Non-Accelerated Filer
|
o
|
|
Smaller Reporting Company
|
o
|
Emerging Growth Company
|
o
|
|
|
|
|
|
|
|
|
|
o
|
Yes
|
o
|
No
|
þ
|
Yes
|
þ
|
No
|
o
|
Common Stock ($.01 Par Value) (Class of Stock)
|
11,478,709 Shares outstanding at May 1, 2017
|
|
|
Page
|
Part I
|
FINANCIAL INFORMATION
|
|
|
|
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Item 1.
|
Condensed Consolidated Financial Statements
|
|
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Item 2.
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Item 3.
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Item 4.
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Part II
|
OTHER INFORMATION
|
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
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||
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Successor
|
||||||
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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
|
|
|
|
|
|
||||
See accompanying Notes to Condensed Consolidated Financial Statements.
|
|
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
|
|
||
|
|
|
|
|
||||
See accompanying Notes to Condensed Consolidated Financial Statements.
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total
|
||||||||||
Balance, December 31, 2015 (Predecessor)
|
$
|
448
|
|
|
$
|
776,358
|
|
|
$
|
(2,491
|
)
|
|
$
|
(1,627,039
|
)
|
|
$
|
(852,724
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury shares (65,170 shares)
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Issuance of restricted stock (229,690 shares)
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation
|
—
|
|
|
1,118
|
|
|
—
|
|
|
—
|
|
|
1,118
|
|
|||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
851,611
|
|
|
851,611
|
|
|||||
Balance, April 22, 2016 (Predecessor)
|
$
|
450
|
|
|
$
|
777,474
|
|
|
$
|
(2,496
|
)
|
|
$
|
(775,428
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cancellation of Predecessor equity
|
$
|
(450
|
)
|
|
$
|
(777,474
|
)
|
|
$
|
2,496
|
|
|
$
|
775,428
|
|
|
$
|
—
|
|
Balance, April 22, 2016 (Predecessor)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of Successor common stock & warrants
|
$
|
100
|
|
|
$
|
229,299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,399
|
|
Balance, April 22, 2016 (Successor)
|
$
|
100
|
|
|
$
|
229,299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,399
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury shares (22,485 shares)
|
—
|
|
|
—
|
|
|
(675
|
)
|
|
—
|
|
|
(675
|
)
|
|||||
Issuance of restricted stock (76,058 shares)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Share-based compensation
|
—
|
|
|
3,618
|
|
|
—
|
|
|
—
|
|
|
3,618
|
|
|||||
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(156,288
|
)
|
|
(156,288
|
)
|
|||||
Balance, December 31, 2016 (Successor)
|
$
|
101
|
|
|
$
|
232,917
|
|
|
$
|
(675
|
)
|
|
$
|
(156,288
|
)
|
|
$
|
76,055
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury shares (8,873 shares)
|
—
|
|
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(267
|
)
|
|||||
Issuance common stock (1,403,508 shares)
|
14
|
|
|
39,367
|
|
|
—
|
|
|
—
|
|
|
39,381
|
|
|||||
Issuance of restricted stock (30,500 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation
|
—
|
|
|
1,503
|
|
|
—
|
|
|
—
|
|
|
1,503
|
|
|||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
17,710
|
|
|
17,710
|
|
|||||
Balance, March 31, 2017 (Successor)
|
$
|
115
|
|
|
$
|
273,787
|
|
|
$
|
(942
|
)
|
|
$
|
(138,578
|
)
|
|
$
|
134,382
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
|
|
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
|
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Cash paid during period for interest, net of amounts capitalized
|
$
|
2,959
|
|
|
|
$
|
4,793
|
|
Cash paid for reorganization items
|
$
|
—
|
|
|
|
$
|
5,007
|
|
Changes in capital accounts payable and capital accruals
|
$
|
7,365
|
|
|
|
$
|
(8,349
|
)
|
See accompanying Notes to Condensed Consolidated Financial Statements.
|
•
|
the estimates of reorganization value, enterprise value and fair value of assets and liabilities upon emergence from bankruptcy and application of fresh start accounting,
|
•
|
the estimated quantities of proved oil and natural gas reserves used to compute depletion of oil and natural gas properties, the related present value of estimated future net cash flows there-from, and the ceiling test impairment calculation,
|
•
|
estimates related to the collectability of accounts receivable and the credit worthiness of our customers,
|
•
|
estimates of the counterparty bank risk related to letters of credit that our customers may have issued on our behalf,
|
•
|
estimates of future costs to develop and produce reserves,
|
•
|
accruals related to oil and gas sales, capital expenditures and lease operating expenses,
|
•
|
estimates in the calculation of share-based compensation expense,
|
•
|
estimates of our ownership in properties prior to final division of interest determination,
|
•
|
the estimated future cost and timing of asset retirement obligations,
|
•
|
estimates made in our income tax calculations,
|
•
|
estimates in the calculation of the fair value of commodity derivative assets and liabilities,
|
•
|
estimates in the assessment of current litigation claims against the Company, and
|
•
|
estimates in amounts due with respect to open state regulatory audits.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Property and Equipment
|
|
|
|
||||
Proved oil and gas properties
|
$
|
512,290
|
|
|
$
|
480,499
|
|
Unproved oil and gas properties
|
34,345
|
|
|
33,354
|
|
||
Furniture, fixtures, and other equipment
|
3,082
|
|
|
3,221
|
|
||
Less – Accumulated depreciation, depletion, amortization & impairment
|
(179,551
|
)
|
|
(169,879
|
)
|
||
Property and Equipment, Net
|
$
|
370,166
|
|
|
$
|
347,195
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Trade accounts payable
|
$
|
16,469
|
|
|
$
|
10,563
|
|
Accrued operating expenses
|
2,604
|
|
|
2,990
|
|
||
Accrued compensation costs
|
2,105
|
|
|
4,730
|
|
||
Asset retirement obligation – current portion
|
9,039
|
|
|
9,965
|
|
||
Accrued non-income based taxes
|
3,787
|
|
|
3,937
|
|
||
Accrued price risk management liabilities
|
6,796
|
|
|
17,632
|
|
||
Accrued corporate and legal fees
|
3,410
|
|
|
3,075
|
|
||
Other payables
|
3,345
|
|
|
3,365
|
|
||
Total accounts payable and accrued liabilities
|
$
|
47,555
|
|
|
$
|
56,257
|
|
|
Stock Option Valuation Assumptions
|
||
Expected dividend
|
—
|
|
|
Expected volatility
|
70.2
|
%
|
|
Risk-free interest rate
|
1.98
|
%
|
|
Expected life of stock option awards (in years)
|
5.7 years
|
|
|
Grant-date fair value
|
$
|
17.58
|
|
|
Shares
|
|
Wtd. Avg. Exer. Price
|
|||
Options outstanding, beginning of period (successor)
|
105,811
|
|
|
$
|
23.25
|
|
Options granted
|
370,062
|
|
|
$
|
28.62
|
|
Options canceled
|
—
|
|
|
$
|
—
|
|
Options exercised
|
—
|
|
|
$
|
—
|
|
Options outstanding, end of period (successor)
|
475,873
|
|
|
$
|
27.43
|
|
Options exercisable, end of period (successor)
|
60,847
|
|
|
$
|
23.25
|
|
|
Shares
|
|
Grant Date Price
|
|||
Restricted stock units outstanding, beginning of period (successor)
|
178,847
|
|
|
$
|
23.25
|
|
Restricted stock units granted
|
287,257
|
|
|
$
|
29.07
|
|
Restricted stock units canceled
|
—
|
|
|
$
|
—
|
|
Restricted stock units vested
|
(30,500
|
)
|
|
$
|
23.25
|
|
Restricted stock units outstanding, end of period (successor)
|
435,604
|
|
|
$
|
27.09
|
|
|
Successor Three Months Ended March 31, 2017
|
|
|
Predecessor Three Months Ended March 31, 2016
|
||||||||||||||||||
|
Net Income (Loss)
|
|
Shares
|
|
Per Share
Amount |
|
|
Net Income (Loss)
|
|
Shares
|
|
Per Share
Amount
|
||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net Income (Loss) and Share Amounts
|
$
|
17,710
|
|
|
11,232
|
|
|
$
|
1.58
|
|
|
|
$
|
(108,303
|
)
|
|
44,672
|
|
|
$
|
(2.42
|
)
|
Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Restricted Stock Awards
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||
Restricted Stock Unit Awards
|
|
|
76
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
Stock Option Awards
|
|
|
15
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Income (Loss) and Assumed Share Conversions
|
$
|
17,710
|
|
|
11,323
|
|
|
$
|
1.57
|
|
|
|
$
|
(108,303
|
)
|
|
44,672
|
|
|
$
|
(2.42
|
)
|
•
|
a ratio of total debt to EBITDA, as defined in the Credit Agreement, for the most recently completed four fiscal quarters, not to exceed
4.0
to 1.0 as of the last day of each fiscal quarter; and
|
•
|
a current ratio, as defined in the Credit Agreement and which includes in the numerator available borrowings undrawn under the borrowing base, of not less than
1.0
to 1.0 as of the last day of each fiscal quarter.
|
Oil Derivative Swaps
(NYMEX WTI Settlements)
|
Total Volumes
(Bbls)
|
|
Weighted Average Price
|
|||
2018 Contracts
|
|
|
|
|||
1Q18
|
17,000
|
|
|
$
|
50.25
|
|
2Q18
|
16,100
|
|
|
$
|
50.15
|
|
3Q18
|
15,100
|
|
|
$
|
50.20
|
|
4Q18
|
14,200
|
|
|
$
|
50.10
|
|
|
|
|
|
|||
2017 Contracts
|
|
|
|
|||
2Q17
|
97,401
|
|
|
$
|
48.13
|
|
3Q17
|
90,000
|
|
|
$
|
48.16
|
|
4Q17
|
84,798
|
|
|
$
|
48.18
|
|
Natural Gas Basis Derivative Swap
(East Texas Houston Ship Channel vs NYMEX Settlements)
|
Total Volumes
(MMBtu) |
|
Weighted Average Price
|
|||
2018 Contracts
|
|
|
|
|||
1Q18
|
4,950,000
|
|
|
$
|
(0.12
|
)
|
2Q18
|
910,000
|
|
|
$
|
(0.11
|
)
|
3Q18
|
920,000
|
|
|
$
|
(0.11
|
)
|
4Q18
|
920,000
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|||
2017 Contracts
|
|
|
|
|||
2Q17
|
5,753,170
|
|
|
$
|
(0.04
|
)
|
3Q17
|
7,969,999
|
|
|
$
|
(0.02
|
)
|
4Q17
|
7,562,001
|
|
|
$
|
(0.04
|
)
|
|
Fair Value Measurements at
|
||||||||||||||
(in millions)
|
Total
|
|
Quoted Prices in
Active markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural Gas Derivatives
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Natural Gas Basis Derivatives
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural Gas Derivatives
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
Natural Gas Basis Derivatives
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Oil Derivatives
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural Gas Basis Derivatives
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural Gas Derivatives
|
$
|
13.7
|
|
|
$
|
—
|
|
|
$
|
13.7
|
|
|
$
|
—
|
|
Natural Gas Basis Derivatives
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Oil Derivatives
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
2017
|
||
Asset Retirement Obligations recorded as of January 1
|
$
|
32,256
|
|
Accretion
|
564
|
|
|
Liabilities incurred for new wells and facilities construction
|
68
|
|
|
Reductions due to plugged wells and facilities
|
(1,456
|
)
|
|
Revisions in estimates
|
426
|
|
|
Asset Retirement Obligations as of March 31
|
$
|
31,858
|
|
•
|
the approximately
$906 million
of indebtedness outstanding on account of the Company’s senior notes,
$75.0 million
in borrowings under the Company's debtor-in-possession credit facility (“DIP Credit Agreement”) and certain other unsecured claims were exchanged for
88.5%
of the post-emergence Company’s common stock;
|
•
|
the lenders under the DIP Credit Agreement received an additional backstop fee consisting of
7.5%
of the post-emergence Company’s common stock;
|
•
|
the Company’s pre-petition common stock was canceled and the current shareholders received
4%
of the post-emergence Company’s common stock and warrants to purchase up to
30%
of the reorganized Company's equity. See Note 12 of these condensed consolidated financial statements for more information;
|
•
|
claims of other creditors were paid in full in cash, reinstated or otherwise treated in a manner acceptable to the creditors;
|
•
|
the Company entered into a registration rights agreement to provide customary registration rights to certain holders of the Company’s post-emergence common stock who, together with their affiliates received upon emergence
5%
or more of the outstanding common stock of the Company;
|
•
|
the Company sold (effective April 15, 2016) a portion of its interest in its Central Louisiana fields known as Burr Ferry and South Bearhead Creek to Texegy LLC, for net proceeds of approximately
$46.9 million
including deposits received prior to the closing date; and
|
•
|
the Company's previous credit facility (the "Prior First Lien Credit Facility") was terminated and a new senior secured credit facility (the "Credit Facility") with an initial
$320 million
borrowing base was established. For more information refer to Note 5 of these condensed consolidated financial statements.
|
|
April 22, 2016
|
||
Enterprise Value
|
$
|
473,660
|
|
Plus: Cash and cash equivalents
|
8,739
|
|
|
Less: Fair value of debt
|
(253,000
|
)
|
|
Less: Fair value of warrants
|
(14,967
|
)
|
|
Fair value of Successor common stock
|
$
|
214,432
|
|
|
|
||
Shares outstanding at April 22, 2016
|
10,000
|
|
|
|
|
||
Per share value
|
$
|
21.44
|
|
|
April 22, 2016
|
||
Enterprise Value
|
$
|
473,660
|
|
Plus: Cash and cash equivalents
|
8,739
|
|
|
Plus: Other working capital liabilities
|
73,318
|
|
|
Plus: Other long-term liabilities
|
58,992
|
|
|
Reorganization value of Successor assets
|
$
|
614,709
|
|
|
Predecessor Company
|
|
Reorganization Adjustments
|
|
Fresh Start Adjustments
|
|
Successor Company
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
57,599
|
|
|
$
|
(48,860
|
)
|
(1)
|
$
|
—
|
|
|
$
|
8,739
|
|
Accounts receivable
|
34,278
|
|
|
(597
|
)
|
(2)
|
—
|
|
|
33,681
|
|
||||
Other current assets
|
3,503
|
|
|
—
|
|
|
—
|
|
|
3,503
|
|
||||
Total current assets
|
95,380
|
|
|
(49,457
|
)
|
|
—
|
|
|
45,923
|
|
||||
Property and equipment
|
6,007,326
|
|
|
—
|
|
|
(5,448,759
|
)
|
(12)
|
558,567
|
|
||||
Less - accumulated depreciation, depletion and amortization
|
(5,676,252
|
)
|
|
—
|
|
|
5,676,252
|
|
(12)
|
—
|
|
||||
Property and equipment, net
|
331,074
|
|
|
—
|
|
|
227,493
|
|
|
558,567
|
|
||||
Other long-term assets
|
4,629
|
|
|
6,388
|
|
(3)
|
(798
|
)
|
(13)
|
10,219
|
|
||||
Total Assets
|
$
|
431,083
|
|
|
$
|
(43,069
|
)
|
|
$
|
226,695
|
|
|
$
|
614,709
|
|
|
Predecessor Company
|
|
Reorganization Adjustments
|
|
Fresh Start Adjustments
|
|
Successor Company
|
|||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|||||||||
Accounts payable and accrued liabilities
|
$
|
64,324
|
|
|
$
|
(4,666
|
)
|
(4)
|
$
|
(885
|
)
|
(14
|
)
|
$
|
58,773
|
|
Accrued capital costs
|
5,410
|
|
|
—
|
|
|
—
|
|
|
5,410
|
|
|||||
Accrued interest
|
768
|
|
|
(104
|
)
|
(5)
|
—
|
|
|
664
|
|
|||||
Undistributed oil and gas revenues
|
8,471
|
|
|
—
|
|
|
—
|
|
|
8,471
|
|
|||||
Current portion of debt
|
364,500
|
|
|
(364,500
|
)
|
(6)
|
—
|
|
|
—
|
|
|||||
Total current liabilities
|
443,473
|
|
|
(369,270
|
)
|
|
(885
|
)
|
|
73,318
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Long-term debt
|
—
|
|
|
253,000
|
|
(7)
|
—
|
|
|
253,000
|
|
|||||
Asset retirement obligation
|
51,800
|
|
|
—
|
|
|
6,101
|
|
(14
|
)
|
57,901
|
|
||||
Other long-term liabilities
|
2,124
|
|
|
—
|
|
|
(1,033
|
)
|
(15
|
)
|
1,091
|
|
||||
Liabilities subject to compromise
|
911,381
|
|
|
(911,381
|
)
|
(8)
|
—
|
|
|
—
|
|
|||||
Total Liabilities
|
1,408,778
|
|
|
(1,027,651
|
)
|
|
4,183
|
|
|
385,310
|
|
|||||
Stockholders' Equity:
|
|
|
|
|
|
|
|
|||||||||
Preferred stock
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock (Predecessor)
|
450
|
|
|
(450
|
)
|
(9)
|
—
|
|
|
—
|
|
|||||
Common stock (Successor)
|
—
|
|
|
100
|
|
(10)
|
—
|
|
|
100
|
|
|||||
Additional paid-in capital (Predecessor)
|
777,475
|
|
|
(777,475
|
)
|
(9)
|
—
|
|
|
—
|
|
|||||
Additional paid-in capital (Successor)
|
—
|
|
|
229,299
|
|
(10)
|
—
|
|
|
229,299
|
|
|||||
Treasury stock held at cost
|
(2,496
|
)
|
|
2,496
|
|
(9)
|
—
|
|
|
—
|
|
|||||
Retained earnings (accumulated deficit)
|
(1,753,124
|
)
|
|
1,530,612
|
|
(11)
|
222,512
|
|
(16
|
)
|
—
|
|
||||
Total Stockholders' Equity (Deficit)
|
(977,695
|
)
|
|
984,582
|
|
|
222,512
|
|
|
229,399
|
|
|||||
Total Liabilities and Stockholders' Equity
|
$
|
431,083
|
|
|
$
|
(43,069
|
)
|
|
$
|
226,695
|
|
|
$
|
614,709
|
|
1.
|
Reflects the net cash payments recorded as of the Effective Date from implementation of the Plan (in thousands):
|
Sources:
|
|
||
Net proceeds from Credit Facility
|
$
|
253,000
|
|
Total Sources
|
$
|
253,000
|
|
Uses:
|
|
||
Repayment of Prior First Lien Credit Facility
|
$
|
289,500
|
|
Debt issuance costs
|
6,482
|
|
|
Predecessor accounts payable paid upon emergence
|
5,878
|
|
|
Total Uses
|
$
|
301,860
|
|
Net Uses
|
$
|
(48,860
|
)
|
2.
|
Reflects the impairment of a short-term leasehold improvement build-out receivable for
$0.6 million
that will no longer be reimbursed by the building lessor as the Company's office lease contract was rejected as part of the bankruptcy.
|
3.
|
Reflects the capitalization of debt issuance costs on the Credit Facility for
$7.0 million
, of which
$6.5 million
was paid on emergence and
$0.5 million
included in accounts payable and accrued liabilities and paid in the subsequent month, as well as the impairment of a long-term leasehold improvement build-out receivable for
$0.6 million
relating to an office lease contract that was rejected in connection with the bankruptcy.
|
4.
|
Reflects the settlement of predecessor accounts payable of
$5.2 million
partially offset by capitalized debt issuance costs of
$0.5 million
.
|
5.
|
Reflects the settlement of accrued interest on the Company's DIP Credit Agreement which was equitized upon emergence.
|
6.
|
On the Effective Date, the Company repaid in full all borrowings outstanding of
$289.5 million
under the Prior First Lien Credit Facility. In addition the Company equitized the outstanding DIP Credit Agreement borrowings of
$75 million
via the issuance of equity valued at
$142.3 million
.
|
7.
|
Reflects the
$253 million
in new borrowings under the Credit Facility.
|
8.
|
Liabilities subject to compromise were settled as follows in accordance with the Plan (in thousands):
|
|
|
||
7.125% senior notes due 2017
|
$
|
250,000
|
|
8.875% senior notes due 2020
|
225,000
|
|
|
7.875% senior notes due 2022
|
400,000
|
|
|
Accrued interest
|
30,043
|
|
|
Accounts payable and accrued liabilities
|
1,713
|
|
|
Other long-term liabilities
|
4,625
|
|
|
Liabilities subject to compromise of the Predecessor Company (LSTC)
|
911,381
|
|
|
Fair value of equity issued to former holders of the senior notes of the Predecessor
|
(47,443
|
)
|
|
Gain on settlement of Liabilities subject to compromise
|
$
|
863,938
|
|
9.
|
Reflects the cancellation of the Predecessor Company equity to retained earnings.
|
10.
|
Reflects the issuance of
10.0 million
shares of common stock at a per share price of
$21.44
and
4.3 million
warrants to purchase up to
30%
of the reorganized Company's equity valued at
$15.0 million
with an average per unit value of
$3.49
. Former holders of the senior notes and certain unsecured creditors were issued
8.85 million
shares of common stock while the Backstop
|
11.
|
Reflects the cumulative impact of the reorganization adjustments discussed above (in thousands):
|
|
|
||
Gain on settlement of Liabilities subject to compromise
|
$
|
863,938
|
|
Fair value of equity issued in excess of DIP principal
|
(67,329
|
)
|
|
Fair value of equity and warrants issued to Predecessor stockholders
|
(23,544
|
)
|
|
Fair value of equity issued to DIP lenders for backstop fee
|
(16,082
|
)
|
|
Other reorganization adjustments
|
(1,800
|
)
|
|
Cancellation of Predecessor Company equity
|
775,429
|
|
|
Net impact to accumulated deficit
|
$
|
1,530,612
|
|
12.
|
The following table summarizes the fair value adjustment on our oil and gas properties and accumulated depletion, depreciation and amortization (in thousands):
|
|
Predecessor Company
|
Fresh Start Adjustments
|
Successor Company
|
||||||
Oil and Gas Properties
|
|
|
|
||||||
Proved properties
|
$
|
5,951,016
|
|
$
|
(5,441,655
|
)
|
$
|
509,361
|
|
Unproved properties
|
12,057
|
|
33,448
|
|
45,505
|
|
|||
Total Oil and Gas Properties
|
5,963,073
|
|
(5,408,207
|
)
|
554,866
|
|
|||
Less - Accumulated depletion and impairments
|
(5,638,741
|
)
|
5,638,741
|
|
—
|
|
|||
Net Oil and Gas Properties
|
324,332
|
|
230,534
|
|
554,866
|
|
|||
|
|
|
|
||||||
Furniture, Fixtures, and other equipment
|
44,252
|
|
(40,551
|
)
|
3,701
|
|
|||
Less - Accumulated depreciation
|
(37,510
|
)
|
37,510
|
|
—
|
|
|||
Net Furniture, Fixtures and other equipment
|
$
|
6,742
|
|
$
|
(3,041
|
)
|
$
|
3,701
|
|
Net Oil and Gas Properties, Furniture and fixtures and accumulated depreciation
|
$
|
331,074
|
|
$
|
227,493
|
|
$
|
558,567
|
|
13.
|
Reflects the adjustment of other non-current assets to fair value.
|
14.
|
Reflects the current and long-term portion of the Company’s asset retirement obligation computed in accordance with ASC 410-20, applying the appropriate discount rate to future costs as of the emergence date, which the Company has determined to be a reasonable fair value estimate.
|
15.
|
Reflects the adjustment of other non-current liabilities to fair value.
|
16.
|
Reflects the cumulative impact of fresh start adjustments as discussed above.
|
|
Predecessor
|
||
|
Period from January 1, 2016 through April 22, 2016
|
||
Gain on settlement of liabilities subject to compromise
|
$
|
(863,938
|
)
|
Fair value of equity issued in excess of DIP principal
|
67,329
|
|
|
Fresh start adjustments
|
(222,512
|
)
|
|
Reorganization legal and professional fees and expenses
|
25,573
|
|
|
Fair value of equity issued to DIP lenders for backstop fee
|
16,082
|
|
|
Other reorganization items
|
21,324
|
|
|
(Gain) Loss on Reorganization items, net
|
$
|
(956,142
|
)
|
•
|
the approximately
$906 million
of indebtedness outstanding on account of the Company’s senior notes, the $75 million drawn under the Company's DIP Credit Agreement (described below and more fully described below) and certain other unsecured claims were exchanged for
88.5%
of the post-emergence Company’s common stock;
|
•
|
the lenders under the DIP Credit Agreement (as defined and more fully described below) received a backstop fee consisting of
7.5%
of the post-emergence Company’s common stock which was not included in the
88.5%
distributed to creditors;
|
•
|
the Company’s pre-petition common stock was canceled and the current shareholders received
4%
of the post-emergence Company’s common stock and warrants to purchase up to
30%
of the reorganized Company's equity;
|
•
|
the warrants (each for up to 15% of the reorganized Company's equity), are exercisable at prices that represent a substantial increase from the value at emergence, as follows:
|
Issue Date
|
Expiration Date
|
Shares
|
Strike Price
|
April 22, 2016
|
April 22, 2019
|
2,142,857
|
$80.00
|
April 22, 2016
|
April 22, 2020
|
2,142,857
|
$86.18
|
•
|
claims of other creditors were paid in full in cash, reinstated or otherwise treated in a manner acceptable to the creditors;
|
•
|
the Company entered into a registration rights agreement to provide customary registration rights to certain holders of the Company’s post-emergence common stock who, together with their affiliates received upon emergence
5%
or more of the outstanding common stock of the Company;
|
•
|
the Company sold (effective April 15, 2016) a portion of its interest in its Central Louisiana fields known as Burr Ferry and South Bearhead Creek to Texegy LLC, for net proceeds of approximately
$46.9 million
including deposits received prior to the closing date; and
|
•
|
the Company's previous credit facility (the "Prior First Lien Credit Facility") was terminated and a new senior secured credit facility (the "Credit Facility") with an initial
$320 million
borrowing base was established. For more information please refer to Note 5 of the condensed consolidated financial statements included in Item 1 of this report.
|
•
|
Management Changes:
On February 28, 2017, the Company announced the appointment of Sean Woolverton as Chief Executive Officer of the Company, effective March 1, 2017. On March 1, 2017, the Company’s former Interim Chief Executive Officer, Robert J. Banks, ceased to serve as Interim Chief Executive Officer and resumed his prior offices and duties as the Company’s Chief Operating Officer. On March 17, 2017, the Company announced the appointment of G. Gleeson Van Riet as Chief Financial Officer of the Company, effective March 20, 2017. On March 20, 2017, the Company’s former Chief Financial Officer, Alton D. Heckaman, ceased to serve as Chief Financial Officer and Principal Accounting Officer but remained with the Company through the first quarter of 2017 and thereafter to provide ongoing consulting support to ensure a smooth transition. Also on March 17, 2017 the Company announced the appointment of Christopher M. Abundis as Senior Vice President of the Company effective March 20, 2017, continuing in his role as General Counsel and Secretary. Effective March 22, 2017 the Board of Directors appointed Gary G. Buchta as Controller, fulfilling the role of Principal Accounting Officer.
|
•
|
Weak crude oil and natural gas prices continue to affect our business:
Oil and gas prices declined during 2015 and continue to remain relatively low by historical measures. While we are negatively impacted by weak commodity prices, the resulting industry downturn has created a much more competitive environment among oil field service companies, providing an opportunity for us to bring our cost structure in line with lower revenues. The recent rebound of oil and gas prices from their 2016 lows has allowed the Company to enter into price and basis differential hedges for calendar year 2017 through the first quarter of 2019 production, which could mitigate any future commodity price weakness.
|
•
|
Operational Activity:
At our Fasken field in the Eagle Ford play, five wells were drilled during the period and nine wells were brought online. The wells were placed into the system at curtailed rates due to facility capacity. The field is currently producing about 190 MMcf per day of natural gas which is the designed capacity of the facilities. During the period, we drilled two wells in the wet gas window of the Eagle Ford on our Bracken lease at AWP. These wells will be completed in the second quarter of 2017.
|
•
|
2017 cost reduction initiatives:
We are continuing the cost reduction efforts initiated in 2016, and have taken additional actions during the
first three months of 2017
to reduce operating and overhead costs. These initiatives include field staff reductions, intermittent production of marginal properties, disposition of uneconomic and higher cost properties, full utilization of existing facilities and elimination of redundant equipment. At the corporate level, we have also undergone additional staff reductions, reduced the square footage of leased office space and are taking additional steps to further reduce overhead costs.
|
•
|
Stock Listing:
Trading in the Company’s former common stock on the NYSE was suspended on December 18, 2015, and the common stock was subsequently delisted from the NYSE. The common stock of the Company traded on the OTC Pink marketplace under the symbol “SFYWQ” until the former common stock was canceled on April 22, 2016, pursuant to the plan of reorganization confirmed by the bankruptcy court. On October 3, 2016, the Company announced the common stock of the Company issued pursuant to the plan of reorganization was approved for quoting on the OTCQX Market. The Company traded under the ticker "SWTF". Effective January 25, 2017, the Company entered into an agreement with certain purchasers of our common stock in a recent private placement offering to list on a national securities exchange by July 25, 2017. On May 2, 2017 the Company announced it would be transferring its stock exchange listing from the OTC Best Market to the New York Stock Exchange where the common stock began trading under the new ticker symbol "SBOW" on the morning of May 5, 2017.
|
•
|
Name Change:
On May 5, 2017, the Company announced the parent company's name formerly known as Swift Energy Company was changed to SilverBow Resources, Inc. In the coming months, the Company plans to rename several of its subsidiaries, including its primary operating subsidiary, Swift Energy Operating, LLC, to reflect the new parent company name.
|
•
|
2017 Private Placement of Common Stock
. Effective January 25, 2017, the Company entered into an agreement to sell approximately 1.4 million shares of its Common Stock in a private placement at a price of $28.50 per share, which resulted in approximately $40.0 million in gross proceeds. The shares were sold to select institutional accredited investors and proceeds were primarily used to repay credit facility borrowings. The securities offered in the private placement have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state laws.
|
•
|
First quarter 2017 revenue and net income:
The Company's oil and gas revenues were
$42.4 million
during the
first three months of 2017
, compared to
$34.4 million
in the
first three months of 2016
. Revenues were higher primarily due to overall higher commodity prices as well as higher natural gas production, partially offset by lower oil and NGL production. The Company's net income of
$17.7 million
for the
first three months of 2017
was primarily due to higher commodity prices along with lower operating expenses while the net loss of
$108.3 million
for the
first three months of 2016
is primarily due to decreased commodity prices and production along with a
$77.7 million
non-cash write-down of our oil and gas properties.
|
•
|
2017 capital expenditures and plans:
The Company's capital expenditures on a cash flow basis were
$25.4 million
in the
first three months of 2017
, compared to
$36.3 million
in the
first three months of 2016
. Expenditures during the current period, were primarily driven by development activity at our Fasken and AWP fields in the Eagle Ford play. Five wells were drilled at Fasken during the period and nine wells were brought online. At AWP, we drilled two wells in the wet gas window of the Eagle Ford on the Bracken lease. These wells will be completed and tested in the second quarter of 2017. These expenditures were funded by borrowings under our Credit Facility along with operating cash flows.
|
•
|
Working capital and debt to capitalization ratio:
The Company had a working capital deficit of
$48.6 million
at
March 31, 2017
, and a deficit of
$57.6 million
at
December 31, 2016
. Working capital, which is calculated as current assets less current liabilities, can be used to measure both a company's operational efficiency and short-term financial health. The working capital computation does not include available liquidity through our credit facility.
|
•
|
Cash Flows:
For the
first quarter of 2017
, the Company generated cash from operating activities of
$11.7 million
, of which
$5.7 million
was attributable to changes in working capital. Cash used for property additions was
$25.4 million
. This does not include
$7.4 million
attributable to a net
increase
of capital related payables and accrued costs. The Company’s net
pay-down
on its line of credit was
$26.0 million
for this period.
|
•
|
Reductions in per well costs:
The Company’s drilling and completion well costs in Fasken, excluding location, tubing, and facilities, decreased 25% to $4.3 million compared to $5.7 million per well for the prior drilling campaign in the same area. A significant amount of the Company's recent well cost reductions are attributable to process and design improvements, resulting in a new technical limit set in Fasken as the 57H was drilled in a record 5.7 days spud to total depth. Drilling and completions costs in AWP, excluding location, tubing, and facilities, decreased 16% to average $6.4 million for the last two wells compared to an average of $7.6 million associated with the last drilling campaign in the same area.
|
•
|
a ratio of total debt to EBITDA, as defined in the Credit Agreement, for the most recently completed four fiscal quarters, not to exceed 4.0 to 1.0 as of the last day of each fiscal quarter; and
|
•
|
a current ratio, as defined in the Credit Agreement and which includes in the numerator available borrowings undrawn under the borrowing base, of not less than 1.0 to 1.0 as of the last day of each fiscal quarter.
|
Fields
|
|
Oil and Gas Sales
(In Millions) |
Net Oil and Gas Production
Volumes (MMcfe) |
|
|
Oil and Gas Sales
(In Millions) |
Net Oil and Gas Production
Volumes (MMcfe) |
||||||
|
|
Three Months Ended March 31, 2017 (Successor)
|
Three Months Ended March 31, 2017 (Successor)
|
|
|
Three Months Ended March 31, 2016 (Predecessor)
|
Three Months Ended March 31, 2016 (Predecessor)
|
||||||
Artesia Wells
|
|
$
|
4.2
|
|
1,016
|
|
|
|
$
|
2.8
|
|
1,260
|
|
AWP
|
|
13.6
|
|
3,146
|
|
|
|
11.3
|
|
4,488
|
|
||
Fasken
|
|
24.4
|
|
8,012
|
|
|
|
11.9
|
|
5,934
|
|
||
Other
(1)
|
|
0.2
|
|
32
|
|
|
|
8.4
|
|
1,932
|
|
||
Total
|
|
$
|
42.4
|
|
12,206
|
|
|
|
$
|
34.4
|
|
13,614
|
|
•
|
Price variances that had an approximate
$15.8 million
favorable
impact on sales due to overall higher commodity pricing; and
|
•
|
Volume variances that had an
$7.8 million
unfavorable
impact on sales due to lower oil and NGL volumes, partially offset by higher natural gas volumes.
|
Costs and Expenses
|
Three Months Ended March 31, 2017 (Successor)
|
|
|
Three Months Ended March 31, 2016 (Predecessor)
|
||||
General and administrative, net
|
$
|
9,834
|
|
|
|
$
|
8,118
|
|
Depreciation, depletion, and amortization
|
9,715
|
|
|
|
17,245
|
|
||
Accretion of asset retirement obligation
|
564
|
|
|
|
1,291
|
|
||
Lease operating cost
|
5,773
|
|
|
|
12,307
|
|
||
Transportation and gas processing
|
4,385
|
|
|
|
5,055
|
|
||
Severance and other taxes
|
1,618
|
|
|
|
2,332
|
|
||
Interest expense, net
|
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
|
|
•
|
Depreciation, depletion, amortization, and accretion;
|
•
|
Accretion of asset retirement obligation;
|
•
|
Interest expense;
|
•
|
Impairment of oil and natural gas properties
|
•
|
Reorganization items;
|
•
|
Net losses (gains) on commodity derivative contracts;
|
•
|
Amounts collected (paid) for commodity derivative contracts held to settlement;
|
•
|
Share-based compensation expense.
|
3.1*
|
First Amended and Restated Certificate of Incorporation of SilverBow Resources, Inc., effective May 5, 2017.
|
3.2*
|
First Amended and Restated Bylaws of SilverBow Resources, Inc., effective May 5, 2017.
|
4.1
|
Registration Rights Agreement, dated as of January 26, 2017, by and among SilverBow Resources, Inc. and the Purchasers named therein (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.’s Form 8-K filed February 1, 2017, File No 001-08754).
|
10.1
|
Share Purchase Agreement, dated as of January 20, 2017, by and among SilverBow Resources, Inc. and the Purchasers named therein (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.'s Form 8-K filed January 25, 2017, File No. 001-08754).
|
10.2+
|
Employment Agreement by and between SilverBow Resources, Inc. and Sean C. Woolverton, effective as of March 1, 2017 (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.’s Form 8-K filed February 28, 2017, File No. 001-08754).
|
10.3+
|
Employment Agreement by and between SilverBow Resources, Inc. and G. Gleeson Van Riet, effective as of March 20, 2017 (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.’s Form 8-K filed March 21, 2017, File No. 001-08754).
|
10.4+
|
Employment Agreement by and between SilverBow Resources, Inc. and Christopher M. Abundis, effective as of March 20, 2017 (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.’s Form 8-K filed March 21, 2017, File No. 001-08754).
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Schema Document
|
101.CAL*
|
XBRL Calculation Linkbase Document
|
101.LAB*
|
XBRL Label Linkbase Document
|
101.PRE*
|
XBRL Presentation Linkbase Document
|
101.DEF*
|
XBRL Definition Linkbase Document
|
|
|
|
SILVERBOW RESOURCES, INC.
(Registrant)
|
|
Date:
|
May 8, 2017
|
|
By:
|
/s/ G. Gleeson Van Riet
|
|
|
|
|
G. Gleeson Van Riet
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
Date:
|
May 8, 2017
|
|
By:
|
/s/ Gary G. Buchta
|
|
|
|
|
Gary G. Buchta
Controller
|
3.1*
|
First Amended and Restated Certificate of Incorporation of SilverBow Resources, Inc., effective May 5, 2017.
|
3.2*
|
First Amended and Restated Bylaws of SilverBow Resources, Inc., effective May 5, 2017.
|
4.1
|
Registration Rights Agreement, dated as of January 26, 2017, by and among SilverBow Resources, Inc. and the Purchasers named therein (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.’s Form 8-K filed February 1, 2017, File No 001-08754).
|
10.1
|
Share Purchase Agreement, dated as of January 20, 2017, by and among SilverBow Resources, Inc. and the Purchasers named therein (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.'s Form 8-K filed January 25, 2017, File No. 001-08754).
|
10.2+
|
Employment Agreement by and between SilverBow Resources, Inc. and Sean C. Woolverton, effective as of March 1, 2017 (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.’s Form 8-K filed February 28, 2017, File No. 001-08754).
|
10.3+
|
Employment Agreement by and between SilverBow Resources, Inc. and G. Gleeson Van Riet, effective as of March 20, 2017 (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.’s Form 8-K filed March 21, 2017, File No. 001-08754).
|
10.4+
|
Employment Agreement by and between SilverBow Resources, Inc. and Christopher M. Abundis, effective as of March 20, 2017 (incorporated by reference as Exhibit 10.1 to SilverBow Resources, Inc.’s Form 8-K filed March 21, 2017, File No. 001-08754).
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Schema Document
|
101.CAL*
|
XBRL Calculation Linkbase Document
|
101.LAB*
|
XBRL Label Linkbase Document
|
101.PRE*
|
XBRL Presentation Linkbase Document
|
101.DEF*
|
XBRL Definition Linkbase Document
|
By:
|
/s/ Sean C. Woolverton
|
Name:
|
Sean C. Woolverton
|
Title:
|
Chief Executive Officer
|
1.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
2.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
3.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
(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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
4.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(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.
|
Date:
|
May 8, 2017
|
|
/s/ Sean C. Woolverton
|
|
|
|
Sean C. Woolverton
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2017, of SilverBow Resources, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
(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;
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(c)
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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
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(d)
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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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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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
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(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.
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Date:
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May 8, 2017
|
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/s/ G. Gleeson Van Riet
|
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G. Gleeson Van Riet
Executive Vice President and
Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
|
May 8, 2017
|
|
/s/ Sean C. Woolverton
|
|
|
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Sean C. Woolverton Chief Executive Officer
|
|
|
|
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Date:
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May 8, 2017
|
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/s/ G. Gleeson Van Riet
|
|
|
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G. Gleeson Van Riet Executive Vice President and Chief Financial Officer
|