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FRESH-START ACCOUNTING (Tables)
6 Months Ended
Jun. 30, 2017
FRESH-START ACCOUNTING  
Schedule of Enterprise value to estimated fair value of the Successor's common stock

        The following table reconciles the Company's Enterprise Value to the estimated fair value of the Successor's common stock as of September 9, 2016 (in thousands):

                                                                                                                                                                                    

 

 

September 9,
2016

 

Enterprise Value

 

$

1,618,888

 

Plus: Cash

 

 

13,943

 

Less: Fair value of debt

 

 

(1,016,160

)

Less: Fair value of redeemable noncontrolling interest

 

 

(41,070

)

Less: Fair value of other long-term liabilities

 

 

(4,478

)

Less: Fair value of warrants

 

 

(16,691

)

​  

​  

Fair Value of Successor common stock

 

$

554,432

 

​  

​  

​  

​  

 

Schedule of Enterprise Value to its Reorganization Value

        The following table reconciles the Company's Enterprise Value to its Reorganization Value as of September 9, 2016 (in thousands):

                                                                                                                                                                                    

 

 

September 9,
2016

 

Enterprise Value

 

$

1,618,888

 

Plus: Cash

 

 

13,943

 

Plus: Current liabilities

 

 

178,639

 

Plus: Noncurrent asset retirement obligation

 

 

32,156

 

​  

​  

Reorganization Value of Successor assets

 

$

1,843,626

 

​  

​  

​  

​  

 

Schedule of reorganization balance sheet and fresh-start accounting adjustments

        Amounts included in the table below are rounded to thousands.

                                                                                                                                                                                    

 

 

As of September 9, 2016

 

 

 

Predecessor
Company

 

Reorganization
Adjustments

 

 

 

Fresh-Start
Adjustments

 

 

 

Successor
Company

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

111,464

 

$

(97,521

)

(1)

 

$

 

 

 

$

13,943

 

Accounts receivable

 

 

116,859

 

 

 

 

 

 

 

 

 

 

116,859

 

Receivables from derivative contracts

 

 

97,648

 

 

 

 

 

 

 

 

 

 

97,648

 

Restricted cash

 

 

17,164

 

 

 

 

 

 

 

 

 

 

17,164

 

Prepaids and other

 

 

8,961

 

 

 

 

 

 

(1,332

)

(7)

 

 

7,629

 

​  

​  

​  

​  

​  

​  

​  

​  

Total current assets

 

 

352,096

 

 

(97,521

)

 

 

 

(1,332

)

 

 

 

253,243

 

​  

​  

​  

​  

​  

​  

​  

​  

Oil and natural gas properties (full cost method):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Evaluated

 

 

7,712,003

 

 

 

 

 

 

(6,497,874

)

(8)

 

 

1,214,129

 

Unevaluated

 

 

1,193,259

 

 

 

 

 

 

(861,144

)

(8)

 

 

332,115

 

​  

​  

​  

​  

​  

​  

​  

​  

Gross oil and natural gas properties

 

 

8,905,262

 

 

 

 

 

 

(7,359,018

)

 

 

 

1,546,244

 

Less—accumulated depletion

 

 

(6,803,231

)

 

 

 

 

 

6,803,231

 

(8)

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

Net oil and natural gas properties

 

 

2,102,031

 

 

 

 

 

 

(555,787

)

 

 

 

1,546,244

 

​  

​  

​  

​  

​  

​  

​  

​  

Other operating property and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas gathering and other operating assets

 

 

100,079

 

 

 

 

 

 

(62,008

)

(9)

 

 

38,071

 

Less—accumulated depreciation

 

 

(24,154

)

 

 

 

 

 

24,154

 

(9)

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

Net other operating property and equipment

 

 

75,925

 

 

 

 

 

 

(37,854

)

 

 

 

38,071

 

​  

​  

​  

​  

​  

​  

​  

​  

Other noncurrent assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables from derivative contracts

 

 

4,431

 

 

 

 

 

 

 

 

 

 

4,431

 

Funds in escrow and other

 

 

1,610

 

 

 

 

 

 

27

 

(10)

 

 

1,637

 

​  

​  

​  

​  

​  

​  

​  

​  

Total assets

 

$

2,536,093

 

$

(97,521

)

 

 

$

(594,946

)

 

 

$

1,843,626

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

160,000

 

$

13,688

 

(2)

 

$

 

 

 

$

173,688

 

Liabilities from derivative contracts

 

 

102

 

 

 

 

 

 

 

 

 

 

102

 

Other

 

 

414

 

 

 

 

 

 

4,435

 

(11)(12)

 

 

4,849

 

​  

​  

​  

​  

​  

​  

​  

​  

Total current liabilities

 

 

160,516

 

 

13,688

 

 

 

 

4,435

 

 

 

 

178,639

 

​  

​  

​  

​  

​  

​  

​  

​  

Long-term debt, net

 

 

1,031,114

 

 

 

 

 

 

(14,954

)

(13)

 

 

1,016,160

 

Liabilities subject to compromise

 

 

2,007,703

 

 

(2,007,703

)

(3)

 

 

 

 

 

 

 

Other noncurrent liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities from derivative contracts

 

 

525

 

 

 

 

 

 

 

 

 

 

525

 

Asset retirement obligations

 

 

48,955

 

 

 

 

 

 

(16,799

)

(12)

 

 

32,156

 

Other

 

 

528

 

 

 

 

 

 

3,425

 

(11)(14)

 

 

3,953

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mezzanine equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interest

 

 

219,891

 

 

 

 

 

 

(178,821

)

(14)

 

 

41,070

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock (Predecessor)

 

 

 

 

 

(4)

 

 

 

 

 

 

 

Common Stock (Predecessor)

 

 

12

 

 

(12

)

(4)

 

 

 

 

 

 

 

Common Stock (Successor)

 

 

 

 

9

 

(5)

 

 

 

 

 

 

9

 

Additional paid-in capital (Predecessor)

 

 

3,287,906

 

 

(3,287,906

)

(4)

 

 

 

 

 

 

 

Additional paid-in capital (Successor)

 

 

 

 

571,114

 

(5)

 

 

 

 

 

 

571,114

 

Retained earnings (accumulated deficit)

 

 

(4,221,057

)

 

4,613,289

 

(6)

 

 

(392,232

)

(15)

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total stockholders' equity

 

 

(933,139

)

 

1,896,494

 

 

 

 

(392,232

)

 

 

 

571,123

 

​  

​  

​  

​  

​  

​  

​  

​  

Total liabilities and stockholders' equity

 

$

2,536,093

 

$

(97,521

)

 

 

$

(594,946

)

 

 

$

1,843,626

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Reorganization adjustments

(1)

The table below details cash payments as of September 9, 2016, pursuant to the terms of the Plan described in Note 2, "Reorganization," (in thousands):

                                                                                                                                                                                    

Payment to Third Lien Noteholders

 

$

33,826

 

Payment to Unsecured Noteholders

 

 

37,595

 

Payment to Convertible Noteholder

 

 

15,000

 

Payment to Preferred Holders

 

 

11,100

 

​  

​  

Total Uses

 

$

97,521

 

​  

​  

​  

​  

 

 

 

 

(2)

In connection with the chapter 11 bankruptcy, the Company modified and rejected certain office lease arrangements and paid approximately $3.4 million for these modifications and rejections subsequent to the emergence from chapter 11 bankruptcy. This amount also reflects $10.3 million paid to the Company's restructuring advisors subsequent to the emergence from chapter 11 bankruptcy.

(3)

Liabilities subject to compromise were as follows (in thousands):

                                                                                                                                                                                    

13.0% senior secured third lien notes due 2022

    

$

1,017,970

 

9.25% senior notes due 2022

 

 

37,194

 

8.875% senior notes due 2021

 

 

297,193

 

9.75% senior notes due 2020

 

 

315,535

 

8.0% convertible note due 2020

 

 

289,669

 

Accrued interest

 

 

46,715

 

Office lease modification and rejection fees

 

 

3,427

 

​  

​  

Liabilities subject to compromise

 

 

2,007,703

 

Fair value of equity and warrants issued to Third Lien Noteholders, Unsecured Noteholders and Convertible Noteholder

 

 

(548,947

)

Cash payments to Third Lien Noteholders, Unsecured Noteholders and Convertible Noteholder

 

 

(86,421

)

Office lease modification and rejection fees

 

 

(3,427

)

​  

​  

Gain on settlement of Liabilities subject to compromise

 

$

1,368,908

 

​  

​  

​  

​  

 

 

 

 

 

(4)

Reflects the cancellation of Predecessor equity, as follows (in thousands):

                                                                                                                                                                 

Predecessor Company stock

 

$

3,287,918

 

Fair value of equity issued to Predecessor common stockholders

 

 

(22,176

)

Cash payment to Preferred Holders

 

 

(11,100

)

​  

​  

Cancellation of Predecessor Company equity

 

$

3,254,642

 

​  

​  

​  

​  

 

 

 

 

(5)

Reflects the issuance of Successor equity. In accordance with the Plan, the Successor Company issued 3.6 million shares of common stock to the Predecessor Company's existing common stockholders, 68.8 million shares of common stock to the Third Lien Noteholders, 14.0 million shares of common stock to the Unsecured Noteholders, and 3.6 million shares of common stock to the Convertible Noteholder. This amount is subject to dilution by warrants issued to the Unsecured Noteholders and the Convertible Noteholder totaling 4.7 million shares with an exercise price of $14.04 per share and a term of four years. The fair value of the warrants was estimated at $3.52 per share using a Black-Scholes-Merton valuation model.

(6)

The table below reflects the cumulative effect of the reorganization adjustments discussed above (in thousands):

                                                                                                                                                                                    

Gain on settlement of Liabilities subject to compromise

 

$

1,368,908

 

Accrued reorganization items

 

 

(10,261

)

Cancellation of Predecessor Company equity

 

 

3,254,642

 

​  

​  

Net impact to retained earnings (accumulated deficit)

 

$

4,613,289

 

​  

​  

​  

​  

Fresh-start accounting adjustments

(7)

Reflects the reclassification of tubulars and well equipment to "Oil and natural gas properties."

(8)

In estimating the fair value of its oil and natural gas properties, the Company used a combination of the income and market approaches. For purposes of estimating the fair value of the Company's proved, probable and possible reserves, an income approach was used which estimated fair value based on the anticipated cash flows associated with the Company's reserves, risked by reserve category and discounted using a weighted average cost of capital rate of 10.5% for proved reserves and 12.5% for probable and possible reserves. The proved reserve locations were limited to wells expected to be drilled in the Company's five year development plan. Weighted average commodity prices utilized in the determination of the fair value of oil and natural gas properties were $72.30 per barrel of oil, $3.50 per MMBtu of natural gas and $12.00 per barrel of natural gas liquids, after adjustment for transportation fees and regional price differentials. Base pricing was derived from an average of forward strip prices and analysts' estimated prices.

In estimating the fair value of the Company's unproved acreage that was not included in the valuation of probable and possible reserves, a market approach was used in which a review of recent transactions involving properties in the same geographical location indicated the fair value of the Company's unproved acreage from a market participant perspective.

(9)

In estimating the fair value of its gas gathering and other operating assets, the Company used a combination of the income, cost, and market approaches.

For purposes of estimating the fair value of its gas gathering assets, an income approach was used that estimated future cash flows associated with the assets over the remaining useful lives. The valuation included such inputs as estimated future production, gathering and compression revenues, and operating expenses that were discounted at a weighted average cost of capital rate of 9.5%.

For purposes of estimating the fair value of its other operating assets, the Company used a combination of the market and cost approaches. A market approach was relied upon to value land and computer equipment, and in this valuation approach, recent transactions of similar assets were utilized to determine the value from a market participant perspective. For the remaining other operating assets, a cost approach was used. The estimation of fair value under the cost approach was based on current replacement costs of the assets, less depreciation based on the estimated economic useful lives of the assets and age of the assets.

(10)

Reflects the adjustment of the Company's equity method investment in SBE Partners, L.P. to fair value based on an income approach, which calculated the discounted cash flows of the Company's share of the partnership's interest in oil and gas proved reserves. The anticipated cash flows of the reserves were risked by reserve category and discounted at 10.5%. Weighted average commodity prices utilized in the determination of the fair value of oil and natural gas properties were $72.30 per barrel of oil, $3.50 per MMBtu of natural gas and $12.00 per barrel of oil equivalent of natural gas liquids, after adjustment for transportation fees and regional price differentials. Base pricing was derived from an average of forward strip prices and analysts' estimated prices.

(11)

Records an intangible liability of approximately $8.3 million, $4.5 million of which was recorded as current, to adjust the Company's active rig contract to fair value at September 9, 2016. The intangible liability will be amortized over the remaining life of the contract through July 2018.

(12)

Reflects the adjustment of asset retirement obligations to fair value using estimated plugging and abandonment costs as of September 9, 2016, adjusted for inflation and then discounted at the appropriate credit-adjusted risk free rate ranging from 5.5% to 6.6% depending on the life of the well. The fair value of asset retirement obligations was estimated at $32.5 million, approximately $0.3 million of which was recorded as current. Refer to Note 9, "Asset Retirement Obligations" for further details of the Company's asset retirement obligations.

(13)

Reflects the adjustment of the 2020 Second Lien Notes and the 2022 Second Lien Notes to fair value. The fair value estimate was based on quoted market prices from trades of such debt on September 9, 2016. Refer to Note 6, "Debt" for definitions of and further information regarding the 2020 Second Lien Notes and 2022 Second Lien Notes.

(14)

Reflects the adjustment of the Company's redeemable noncontrolling interest and related embedded derivative of HK TMS, LLC to fair value. The fair value of the redeemable noncontrolling interest was estimated at $41.1 million and the embedded derivative was estimated at zero. For purposes of estimating the fair values, an income approach was used that estimated fair value based on the anticipated cash flows associated with HK TMS, LLC's proved reserves, risked by reserve category and discounted using a weighted average cost of capital rate of 12.5%. The value of the redeemable noncontrolling interest was further reduced by a probability factor of the potential assignment of the common shares of HK TMS, LLC to Apollo Global Management, which occurred subsequent to the fresh-start date. Refer to Note 4, "Acquisitions and Divestitures," for further information regarding the divestiture of HK TMS, LLC on September 30, 2016.

(15)

Reflects the cumulative effect of the fresh-start accounting adjustments discussed above.

 

Schedule of net cash payments pursuant to the terms of the Reorganization Plan

 

The table below details cash payments as of September 9, 2016, pursuant to the terms of the Plan described in Note 2, "Reorganization," (in thousands):

                                                                                                                                                                                    

Payment to Third Lien Noteholders

 

$

33,826

 

Payment to Unsecured Noteholders

 

 

37,595

 

Payment to Convertible Noteholder

 

 

15,000

 

Payment to Preferred Holders

 

 

11,100

 

​  

​  

Total Uses

 

$

97,521

 

​  

​  

​  

​  

 

Schedule of Liabilities subject to compromise, settled

 

Liabilities subject to compromise were as follows (in thousands):

                                                                                                                                                                                    

13.0% senior secured third lien notes due 2022

 

$

1,017,970

 

9.25% senior notes due 2022

 

 

37,194

 

8.875% senior notes due 2021

 

 

297,193

 

9.75% senior notes due 2020

 

 

315,535

 

8.0% convertible note due 2020

 

 

289,669

 

Accrued interest

 

 

46,715

 

Office lease modification and rejection fees

 

 

3,427

 

​  

​  

Liabilities subject to compromise

 

 

2,007,703

 

Fair value of equity and warrants issued to Third Lien Noteholders, Unsecured Noteholders and Convertible Noteholder

 

 

(548,947

)

Cash payments to Third Lien Noteholders, Unsecured Noteholders and Convertible Noteholder

 

 

(86,421

)

Office lease modification and rejection fees

 

 

(3,427

)

​  

​  

Gain on settlement of Liabilities subject to compromise

 

$

1,368,908

 

​  

​  

​  

​  

 

Schedule of cancellation of predecessor equity

 

Reflects the cancellation of Predecessor equity, as follows (in thousands):

                                                                                                                                                                                    

Predecessor Company stock

 

$

3,287,918

 

Fair value of equity issued to Predecessor common stockholders

 

 

(22,176

)

Cash payment to Preferred Holders

 

 

(11,100

)

​  

​  

Cancellation of Predecessor Company equity

 

$

3,254,642

 

​  

​  

​  

​  

 

Schedule of cumulative effect of the reorganization adjustments

 

The table below reflects the cumulative effect of the reorganization adjustments discussed above (in thousands):

                                                                                                                                                                                    

Gain on settlement of Liabilities subject to compromise

 

$

1,368,908

 

Accrued reorganization items

 

 

(10,261

)

Cancellation of Predecessor Company equity

 

 

3,254,642

 

​  

​  

Net impact to retained earnings (accumulated deficit)

 

$

4,613,289

 

​  

​  

​  

​