The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
|
Description of Business
|
Gastar Exploration Inc. (the “Company” or “Gastar”) is a pure play Mid-Continent independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and NGLs. Gastar’s principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar holds a concentrated acreage position in the normally pressured oil window of the STACK Play, an area of central Oklahoma which is home to multiple oil and natural gas-rich reservoirs including the Oswego limestone, Meramec and Osage bench formations within the Mississippi Lime, the Woodford shale and Hunton limestone formations.
2.
|
Summary of Significant Accounting Policies
|
The accounting policies followed by the Company are set forth in the notes to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) filed with the SEC. Please refer to the notes to the consolidated financial statements included in the 2016 Form 10-K for additional details of the Company’s financial condition, results of operations and cash flows. No material item included in those notes has changed except as a result of normal transactions in the interim or as disclosed within this report.
The unaudited interim condensed consolidated financial statements of the Company included herein are stated in U.S. dollars and were prepared from the records of the Company by management in accordance with U.S.GAAP applicable to interim financial statements and reflect all normal and recurring adjustments, which are, in the opinion of management, necessary to provide a fair presentation of the results of operations and financial position for the interim periods. Such financial statements conform to the presentation reflected in the 2016 Form 10-K. The current interim period reported herein should be read in conjunction with the financial statements and accompanying notes, including Item 8. “Financial Statements and Supplementary Data, Note 2 – Summary of Significant Accounting Policies,” included in the 2016 Form 10-K.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates with regard to these financial statements include the valuation of convertible debt, estimate of proved oil and natural gas reserve quantities and the related present value of estimated future net cash flows.
The unaudited interim condensed consolidated financial statements of the Company include the consolidated accounts of all of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.
Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued and has disclosed certain subsequent events in these condensed consolidated financial statements, as appropriate.
Accounts Receivable
Accounts receivable are reported net of the allowance for doubtful accounts. The allowance for doubtful accounts is determined based on a review of the Company’s receivables. Receivable accounts are charged off when collection efforts have failed or the account is deemed uncollectible. During 2016, the Company determined that a receivable account from a third-party natural gas and NGLs purchaser would no longer be collectible as a result of the third-party purchaser filing for bankruptcy. A summary of the activity related to the allowance for doubtful accounts is as follows:
10
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
(in thousands)
|
|
Allowance for doubtful accounts, beginning of period
|
|
$
|
1,953
|
|
|
$
|
—
|
|
Expense
|
|
|
—
|
|
|
|
1,953
|
|
Reductions/write-offs
|
|
|
—
|
|
|
|
—
|
|
Allowance for doubtful accounts, end of period
|
|
$
|
1,953
|
|
|
$
|
1,953
|
|
Recent Accounting Developments
Business Combinations.
In January 2017, the Financial Accounting Standards Board (“FASB”) issued updated guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update affect all reporting entities that must determine whether they have acquired or sold a business and are effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective date and no disclosures are required at transition. Early application is allowed as follows (1) for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The application of this guidance to future acquisitions and disposals could have an effect on the Company’s financial position or results of operations.
Statement of Cash Flows.
In August 2016, the FASB issued updated guidance associated with the classification of certain cash receipts and cash payments on the statement of cash flows. The amended guidance addresses specific cash flow issues with the objective of reducing existing diversity in practice. The amendment provides guidance on the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in this update apply to all entities required to present a statement of cash flows. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the effect that adopting this guidance will have on its presentation of cash flows and does not believe the effects of adopting this updated guidance will have a material effect on its statement of cash flows nor that it will affect the Company’s financial position or results of operations.
Compensation – Stock Compensation.
In March 2016, the FASB issued updated guidance as part of its simplification initiative which is intended to simplify several aspects of the accounting for stock-based compensation transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. The Company adopted this updated guidance for the fiscal year beginning January 1, 2017 and recorded a cumulative adjustment of approximately $657,000 to retained earnings to properly reflect the adjustment to stock compensation expense to reduce the forfeiture rate to 0%.
11
Leases.
In February 2016, the FASB issued updated guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and enhance disclosures regarding key information about leasi
ng arrangements. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees m
ust recognize lease assets and lease liabilities. The amendments in this update are effective beginning on January 1, 2019 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginni
ng of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company has begun analyzing its lease contracts but has not yet determined what the effects of adopting this updated guidance will be on its con
solidated financial statements.
Income Taxes.
In November 2015, the FASB issued updated guidance as part of its simplification initiative for the presentation of deferred taxes. Current U.S. GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position where such classification generally does not align with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position and apply to all entities that present a classified statement of financial position, resulting in the alignment of the presentation of deferred income tax assets and liabilities with International Financial Reporting Standards . IAS 1,
Presentation of Financial Statements
. This updated guidance is effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has adopted this guidance prospectively and such adoption did not have an impact on its consolidated financial statements.
Revenue Recognition.
In May 2014, the FASB issued an amendment to previously issued guidance regarding the recognition of revenue, which supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, “Revenue Recognition,” and most industry-specific guidance. The FASB and the International Accounting Standards Board initiated a joint project to clarify the principles for recognizing revenue and to develop a common standard that would (i) remove inconsistencies and weaknesses in revenue requirements, (ii) provide a more robust framework for addressing revenue issues, (iii) improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, (iv) provide more useful information to users of financial statements through improved disclosure requirements and (v) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This guidance supersedes prior revenue recognition requirements and most industry-specific guidance throughout the FASB Accounting Standards Codification. In 2015, the FASB delayed the effective date one year, beginning in fiscal year 2018. The Company is currently determining the impacts of the new revenue recognition standard on its contracts. The Company’s approach includes evaluating its key revenue contracts representative of its revenue and comparing historical accounting policies and practices to the new standard. The Company’s revenue contracts are primarily normal purchase/normal sale contracts with index pricing that settle monthly and as such, the Company does not expect that the new revenue recognition standard will have a material impact on its accounting for revenue upon adoption; however, there will be additional disclosures. The Company intends to apply the new standard utilizing a modified retrospective basis that could result in a cumulative effect adjustment as of January 1, 2018.
12
3.
|
Property, Plant and Equipment
|
The amount capitalized as oil and natural gas properties was incurred for the purchase and development of various properties in the U.S., specifically the states of Oklahoma, Pennsylvania and West Virginia. On April 8, 2016, the Company sold substantially all of its producing assets and proved reserves and a significant portion of its undeveloped acreage in Pennsylvania and West Virginia comprising the Company’s assets in the Appalachian Basin. On January 20, 2017, the Company sold its remaining interest in producing wells and undeveloped acreage in West Virginia, effective January 1, 2017, for $200,000 before fees and expenses.
The following table summarizes the components of unproved properties excluded from amortization at the dates indicated:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
(in thousands)
|
|
Unproved properties, excluded from amortization:
|
|
|
|
|
|
|
|
|
Drilling in progress costs
|
|
$
|
4,257
|
|
|
$
|
1,100
|
|
Acreage acquisition costs
|
|
|
113,687
|
|
|
|
58,857
|
|
Capitalized interest
|
|
|
7,996
|
|
|
|
7,376
|
|
Total unproved properties excluded from amortization
|
|
$
|
125,940
|
|
|
$
|
67,333
|
|
The full cost method of accounting for oil and natural gas properties requires a quarterly calculation of a limitation on capitalized costs, often referred to as a full cost ceiling calculation. The ceiling is the present value (discounted at 10% per annum) of estimated future cash flow from proved oil, condensate, natural gas and NGLs reserves reduced by future operating expenses, development expenditures, abandonment costs (net of salvage) to the extent not included in oil and natural gas properties pursuant to authoritative guidance and estimated future income taxes thereon. To the extent that the Company's capitalized costs (net of accumulated depletion and deferred taxes) exceed the ceiling at the end of each reporting period, the excess must be written off to expense for such period. Once incurred, this impairment of oil and natural gas properties is not reversible at a later date even if oil and natural gas prices increase. The ceiling calculation is determined using a mandatory trailing 12-month unweighted arithmetic average of the first-day-of-the-month commodities pricing and costs in effect at the end of the period, each of which are held constant indefinitely (absent specific contracts with respect to future prices and costs) with respect to valuing future net cash flows from proved reserves for this purpose. The 12-month unweighted arithmetic average of the first-day-of-the-month commodities prices are adjusted for basis and quality differentials in determining the present value of the proved reserves. The table below sets forth relevant pricing assumptions utilized in the quarterly ceiling test computations for the respective periods noted before adjustment for basis and quality differentials:
|
|
2017
|
|
|
|
Total Year to Date
Impairment
|
|
|
March 31
|
|
Henry Hub natural gas price (per MMBtu)
(1)
|
|
|
|
|
|
$
|
2.73
|
|
West Texas Intermediate oil price (per Bbl)
(1)
|
|
|
|
|
|
$
|
47.61
|
|
Impairment recorded (pre-tax) (in thousands)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2016
|
|
|
|
Total Year to Date
Impairment
|
|
|
March 31
|
|
Henry Hub natural gas price (per MMBtu)
(1)
|
|
|
|
|
|
$
|
2.40
|
|
West Texas Intermediate oil price (per Bbl)
(1)
|
|
|
|
|
|
$
|
46.26
|
|
Impairment recorded (pre-tax) (in thousands)
|
|
$
|
48,497
|
|
|
$
|
48,497
|
|
(1)
|
For the respective periods, oil and natural gas prices are calculated using the trailing 12-month unweighted arithmetic average of the first-day-of-the-month prices based on Henry Hub spot natural gas prices and West Texas Intermediate spot oil prices.
|
The Company could potentially incur ceiling test impairments in the future should commodities prices decline. However, it is difficult to project future impairment charges in light of numerous variables involved.
The Company’s proved reserves estimates and their estimated discounted value and standardized measure will also be impacted by changes in lease operating costs, future development costs, production, exploration and development activities and estimated future income taxes. The ceiling limitation calculation is not intended to be indicative of the fair market value of the Company’s proved reserves or future results.
13
STACK Leasehold Acquisition
On March 22, 2017, the Company completed the acquisition of additional working and net revenue interests in approximately 66 gross (9.5 net) producing wells and 5,670 net acres of additional undeveloped STACK Play leasehold in Kingfisher County, Oklahoma, effective March 1, 2017, for $51.4 million (the “STACK Leasehold Acquisition”). Prior to the completion of the STACK Leasehold Acquisition, the Company held an interest in the majority of acquired producing wells and acreage. The Company accounted for the STACK Leasehold Acquisition as an asset acquisition.
Development Agreement
On October 14, 2016, the Company executed an agreement with STACK Exploration LLC (the “Investor”) (the “Development Agreement”) to jointly develop up to 60 Gastar operated wells in the STACK Play in Kingfisher County, Oklahoma (the “Drilling Program”). The Drilling Program will target the Meramec and Osage formations within the Mississippi Lime in a contract area within three townships covering approximately 32,900 gross (21,200 net) undeveloped mineral acres under leases held by the Company. The Company will be the operator of all wells jointly developed under the Development Agreement.
Under the Development Agreement, the Investor will fund 90% of the Company’s working interest portion of drilling and completion costs to initially earn 80% of the Company’s working interest in each new well (in each case, proportionately reduced by other participating working interests in the well). As a result, the Company will pay 10% of its working interest portion of such costs for 20% of its original working interest.
The proposed Drilling Program wells will be mutually developed in three tranches of 20 wells each. The locations of the first 20 wells, comprised of 18 Meramec formation wells and two Osage formation wells, have been mutually agreed upon by the Company and the Investor. Participation in the second tranche of 20 Drilling Program wells will be at the election of the Investor and the third tranche of 20 wells will require mutual consent. With respect to each 20-well tranche, when the Investor has achieved an aggregate 15% internal rate of return for its investment in the tranche, Investor’s interest will be reduced from 80% to 40% of the Company’s original working interest and the Company’s working interest increases from 20% to 60% of its original working interest. When a tranche internal rate of return of 20% is achieved by the Investor, Investor’s working interest decreases to 10% and the Company’s working interest increases to 90% of the working interest originally owned by the Company.
The parties to the Development Agreement can mutually agree to expand the contract area and drilling formation focus.
Upon completion of a tranche, the Investor has the right, but not the obligation, for a period of six months to cause the Company to purchase the Investor’s interest in the Drilling Program that is not subject to final reversion (the “WI Tail”) for such tranche (the “Investor Put Right”) for fair market value by applying the methodology to determine a 15% discounted present value as defined by the Development Agreement. If the Investor fails to exercise the Investor Put Right within the six-month period after achieving final reversion, then for a period of six months thereafter, the Company shall have the right, but not the obligation, to purchase the WI Tail from the Investor on the same fair market value approach of the Investor Put Right. If final reversion has not been achieved by the eighth anniversary of the spud date of the first well in a given tranche, Investor will, for a period of six months thereafter, have the right to cause us to buy Investor’s then-current interest in such tranche at an agreed upon valuation.
As of March 31, 2017, the Company and the Investor had completed nine gross wells, all of which were on production, within the first tranche of the Drilling Program. As of May 1, 2017, 16 gross wells have been completed under the Drilling Program, all of which are on production.
Canadian County Property Sale
On October 19, 2016, the Company entered into a purchase and sale agreement to sell certain non-core leasehold interests in approximately 25,300 net acres of which only 19,100 net acres was ascribed allocated value and interests in 25 gross (11.2 net) wells primarily in northeast Canadian County and also in southeast Kingfisher County, Oklahoma to Red Bluff Resources Operating, LLC (“Red Bluff”) for approximately $71.0 million (of which up to $10.0 million is contingent upon the satisfaction of certain conditions), subject to certain adjustments and with a property sale effective date of August 1, 2016 (“South STACK Play Acreage Sale”). As of March 31, 2017, the Company had received approximately $58.5 million of sales proceeds from the South STACK Play Acreage Sale. In April 2017, the Company received an additional $10.4 million of the sales proceeds. The remaining sales proceeds are anticipated to be received by July 2017, subject to certain adjustments. The sale was reflected as a reduction to the full cost pool and no adjustment to the income statement was necessary as it was determined not to be significant.
14
Appalachian Basin Sal
e
On February 19, 2016, the Company entered into an agreement to sell substantially all of its producing assets and proved reserves and a significant portion of its undeveloped acreage in the Appalachian Basin for $80.0 million, subject to customary closing adjustments. Pursuant to the agreement, on April 8, 2016, the Company completed the Appalachian Basin Sale for an adjusted sales price of $75.7 million, net of $3.5 million of suspense liability transferred to buyer. The Appalachian Basin Sale was reflected as a reduction to the full cost pool and the Company did not record a gain or loss related to the divestiture as it was not determined to be significant to the full cost pool and did not result in a significant change to the depletion rate.
Appalachian Basin Sale Pro Forma Operating Results
The following unaudited pro forma results for the three months ended March 31, 2016 show the effect on the Company’s consolidated results of operations as if the Appalachian Basin Sale had occurred at the beginning of the period presented. The pro forma results are the result of excluding from the statement of operations of the Company the revenues and direct operating expenses for the properties divested adjusted for (1) the reduction in ARO liabilities and accretion expense for the properties divested, (2) the reduction in depreciation, depletion and amortization expense as a result of the divestiture and (3) the reduction in interest expense as a result of the pay down of debt under the Revolving Credit Facility in conjunction with the closing of the Appalachian Basin Sale.
|
For the Three Months Ended March 31,
|
|
|
2016
|
|
|
(in thousands, except
per share data)
|
|
Revenues
|
$
|
11,621
|
|
Net loss
|
$
|
(68,647
|
)
|
Loss per share:
|
|
|
|
Basic
|
$
|
(0.87
|
)
|
Diluted
|
$
|
(0.87
|
)
|
The pro forma information above includes numerous assumptions, is presented for illustrative purposes only and may not be indicative of the future results or results of operations that would have actually occurred had the Appalachian Basin Sale occurred as presented. In addition, future results may vary significantly from the results reflected in such pro forma information.
15
The table below provides a reconciliation of the Company’s long-term debt balance as presented in the condensed consolidated balance sheets for the periods presented:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Term Loan, principal balance
|
|
$
|
250,000
|
|
|
$
|
—
|
|
Less:
|
|
|
|
|
|
|
—
|
|
Unamortized deferred financing costs
(1)
|
|
|
(5,143
|
)
|
|
|
|
|
Unamortized debt discount
(1)
|
|
|
(24,914
|
)
|
|
|
|
|
Term loan, net
|
|
$
|
219,943
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Notes, principal balance
|
|
$
|
200,000
|
|
|
$
|
—
|
|
Less:
|
|
|
|
|
|
|
—
|
|
Unamortized deferred financing costs
(1)
|
|
|
(2,923
|
)
|
|
|
|
|
Unamortized debt discount
(1)
|
|
|
(51,954
|
)
|
|
|
|
|
Notes, net
|
|
$
|
145,123
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
|
|
$
|
—
|
|
|
$
|
84,630
|
|
|
|
|
|
|
|
|
|
|
Former senior secured notes
|
|
$
|
—
|
|
|
$
|
325,000
|
|
Less:
|
|
|
|
|
|
|
|
|
Unamortized deferred financing costs
|
|
|
—
|
|
|
|
(795
|
)
|
Unamortized debt discount
|
|
|
|
|
|
|
(4,342
|
)
|
Former senior secured notes, net
|
|
$
|
—
|
|
|
$
|
319,863
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
365,066
|
|
|
$
|
404,493
|
|
(1)
|
The unamortized deferred financing costs and debt discount will be amortized over the remaining life of the Term Loan and Notes, respectively, based on the effective interest method.
|
Ares Investment Transactions
On March 3, 2017, certain funds (the “Purchasers”) managed indirectly by Ares Management LLC (“Ares”) purchased from the Company for cash (i) $125.0 million aggregate principal amount of its Convertible Notes (“Notes”) due 2022 sold at par, which Notes, subject to the receipt of approval of the Company’s stockholders which was obtained on May 2, 2017, are convertible into common stock, par value $0.001 per share of the Company (the “Common Stock”) or, in certain circumstances, cash in lieu of Common Stock or a combination of cash and shares of Common Stock as described below and (ii) 29,408,305 shares of Common Stock for a purchase price of $50.0 million. In addition, an affiliate of Ares concurrently loaned the Company $250.0 million pursuant to a senior secured first-lien term loan as further described below (the “Term Loan”). The proceeds from the sale of the Notes, the Common Stock and the Term Loan were used to fully repay and redeem the Company’s prior Revolving Credit Facility and to satisfy and discharge its $325.0 million of 8.625% senior secured notes due May 2018, which were satisfied and discharged on March 3, 2017 by irrevocably calling for redemption and depositing with the indenture trustee cash in the amount of the redemption price of 102.156% of their principal amount plus accrued and unpaid interest to the redemption date of March 24, 2017, and to pay the expenses from the Ares transactions.
In order to provide funding for the STACK Leasehold Acquisition and a portion of the Company’s 2017 capital budget, on March 21, 2017, the Purchasers purchased from the Company for cash an additional $75.0 million aggregate principal amount of its Notes sold at par (the “Additional Notes”).
The Notes, including the Additional Notes, were issued with conversion rights that were subject to the approval of holders of issued and outstanding Common Stock (other than the Purchasers), which approval was obtained May 2, 2017 (the “Requisite Stockholder Approval”). Pursuant to the purchase agreement for the Additional Notes, upon receipt of Requisite Stockholder Approval, Purchasers and the Company exchanged $37.5 million principal amount of the Additional Notes for (a) 25,456,521 newly issued shares of Common Stock (the “Repurchase Shares”) and (b) 2,000 shares of the Company’s Special Voting Preferred Stock, par value $0.01 per share (the “Mandatory Repurchase”). The terms of Mandatory Repurchase, which was effected May 5, 2017,
16
provided for one Repurchase Share issued for each $1.4731 of outstanding principal of the repurchased Notes, which was
based on the 10-day volume weighted average trading price (“VWAP”) of the Common Stock for the period ended March 17, 2017. The exchange reduced the aggregate principal amount of issued and outstanding Notes from $200.0 million at March 31, 2017 to $162.5
million.
Term Loan
On March 3, 2017, the Company entered into a credit agreement for the Term Loan. The Term Loan bears interest at a per annum rate equal to 8.5%, payable on a quarterly basis on each March 31, June 30, September 30 and December 31 of each year, commencing March 31, 2017. The Term Loan has a scheduled maturity of March 3, 2022. In addition, the Term Loan is subject to an interest “make-whole” and repayment premium, such that any repayment or prepayment of the loans thereunder prior to the stated maturity date shall be subject to the payment of a repayment premium, and depending on the date of such repayment or prepayment, the applicable interest “make-whole” amount, with the amount of such repayment premium decreasing over the life of the Term Loan.
The Term Loan is guaranteed by the Company’s sole domestic subsidiary and will be guaranteed by all of the Company's future domestic subsidiaries formed during the term of the Term Loan. The Term Loan is secured by a first-priority lien on substantially all of the assets of the Company and its subsidiaries, excluding certain assets as customary exceptions.
The Term Loan contains various customary covenants for credit facilities of this type, including, among others, restrictions on granting liens, incurrence of other indebtedness, payments of certain dividends and other restricted payments, engaging in transactions with affiliates, dispositions of assets and other, in each case subject to certain baskets and exceptions.
All outstanding amounts owed become due and payable upon the occurrence of certain usual and customary events of default, including among others (i) failure to make payments; (ii) non-performance of covenants and obligations continuing beyond any applicable grace period; and (iii) the occurrence of a change in control of the Company, as defined in the Term Loan.
The Company accounted for the Term Loan in accordance with guidance relating to “
Debt with Conversion and Other Options
” which indicates that when multiple securities are issued in a single transaction, total proceeds should be allocated based on the relative fair values of each instrument, assuming no instrument is subsequently required to be recorded at fair value. The fair value of the Term Loan at the date of issuance was determined to be at a discounted $224.8 million based on the fair value of similar debt instruments. The $25.2 million debt discount related to the Term Loan and the $5.2 million on issuance costs associated with the Term Loan will be amortized over the life of the Term Loan using the effective interest method. The effective interest rate for the Term Loan is approximately 11%.
A carrying amount of the Term Loan for the period indicated is as follows:
|
|
March 31, 2017
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
Term Loan, principal balance
|
|
$
|
250,000
|
|
Less:
|
|
|
|
|
Unamortized deferred financing costs
(1)
|
|
|
(5,143
|
)
|
Unamortized debt discount
(1)
|
|
|
(24,914
|
)
|
Term loan, net
|
|
$
|
219,943
|
|
(1)
|
The unamortized deferred financing costs and debt discount will be amortized over the remaining life of the Term Loan based on the effective interest method.
|
Indenture and Notes
On March 3, 2017, the Company entered into an indenture (the “Indenture”) by and among the Company, the subsidiary guarantor named therein, and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral trustee, with respect to the Notes. The principal terms of the Notes are governed by the Indenture. Pursuant to the Indenture, the Notes were issued for cash at par, bear interest initially at 6.0% per annum and will mature on March 1, 2022, unless earlier repurchased, redeemed or converted in accordance with the terms of the Indenture. Interest is payable on the Notes on each March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2017.
17
Pursuant to the Indenture, Requisite Stockholder Approval was required on or before July 3, 2017 to approve the conversion rights of the Notes (including the Additional Notes) to be convertible at the option of the holder into shares of Common Stock based
on the terms of the Indenture. Requisite Stockholder Approval was obtained on May 2, 2017 at a special meeting of stockholders.
The interest rate on the Notes is subject to an increase in certain circumstances if the Company fails to comply with certain obligations under a Registration Rights Agreement described below, and on the Notes in the case of certain issuances of Common Stock by the Company at a price below $1.7002 per share (subject to adjustment).
The Notes are secured by a second-priority lien on substantially all of the assets of the Company. If at least a majority of the Notes issued pursuant to the Securities Purchase Agreement dated February 16, 2017 (the “Purchase Agreement”) cease to be held by affiliates of Ares as provided in the Indenture, the liens securing the Notes will be released and substantially all of the restrictive covenants in the Indenture will terminate.
The Indenture restricts the ability of the Company and certain of its subsidiaries to, among other things: (i) pay dividends or make other distributions in respect of the Company’s capital stock or make other restricted payments; (ii) incur additional indebtedness and issue preferred stock; (iii) make certain dispositions and transfers of assets; (iv) engage in transactions with affiliates; (v) create liens; (vi) engage in certain business activities that are not related to oil and gas; and (vii) impair any security interest. These covenants are subject to a number of exceptions and qualifications.
The Indenture provides that a number of events will constitute an Event of Default (as defined in the Indenture), including, among other things: (i) a failure to pay the Notes when due at maturity, upon redemption or repurchase; (ii) failure to pay interest for 30 days; (iii) the Company’s failure to deliver certain notices; (iv) a default in the Company’s obligation to convert the Notes; (v) the Company’s failure to comply with certain covenants relating to merger, consolidation or sale of assets; (vi) the Company’s failure to comply, for 60 days following notice, with any of the other covenants or agreements in the Indenture; (vii) a default, which is not cured within 30 days, by the Company or any Restricted Subsidiaries (as defined in the Indenture) with respect to any mortgages or any indebtedness for money borrowed of at least $15 million; (viii) one or more final judgments against the Company or any of its Restricted Subsidiaries for the payment of at least $15 million; (ix) the Company’s failure to make any payments required under that certain development agreement; (x) causing any Guarantee (as defined in the Indenture) to cease to be in full force and effect; (xi) the cessation to be in full force and effect of any of the collateral agreements entered into with respect to the Notes; and (xii) certain events of bankruptcy or insolvency. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.
In accordance with accounting guidance relating to “
Debt with Conversion and Other Options”
which indicates that when multiple securities are issued in a single transaction, total proceeds should be allocated based on the relative fair values of each instrument, assuming no instrument is subsequently required to be recorded at fair value the Company accounted for the Notes based on their relative fair value to the bundled transaction and subsequently separately accounted for the liability and equity conversion components of the Notes due to the Company’s option to settle the conversion obligation in cash. The fair value of the debt portion of the Notes, excluding the conversion feature, at the dates of issuance was estimated to be approximately $147.8 million and was calculated based on the fair value of similar non-convertible debt instruments in conjunction with the relative fair value of the Term Loan issued on the same date. As a result of such valuation, a debt discount of $52.4 million related to the Notes was recorded. Additionally, the value of the conversion option at the dates of issuance was calculated to be $77.6 million based on the residual fair value after application of such to the debt and was recorded as additional paid-in capital on the Company’s condensed consolidated balance sheet. Total debt issuance costs related to the Notes were $5.1 million, of which $2.9 million was allocated to the liability component of the Notes and $2.2 million to the equity component of the Notes. The debt discount and the liability component of the debt issuance costs will be amortized over the term of the Notes. The weighted average effective interest rate used to amortize the debt discount and the liability component of the debt issue costs for the Notes is approximately 14% based on the Company’s estimated non-convertible borrowing rate as of the date the Notes were initially issued. Since the Company incurred losses for all periods, the impact of the conversion option would be anti-dilutive to the earnings per share and therefore was not included in the calculation.
The carrying amount of the liability component of the Notes for the period indicated is as follows:
18
|
|
March 31, 2017
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
Notes, principal balance
|
|
$
|
200,000
|
|
Less:
|
|
|
|
|
Unamortized deferred financing costs
(1)
|
|
|
(2,923
|
)
|
Unamortized debt discount
(1)
|
|
|
(51,954
|
)
|
Notes, net
|
|
$
|
145,123
|
|
(1)
The unamortized deferred financing costs and debt discount will be amortized over the remaining life of the
Notes based on the effective interest method.
The carrying amount of the equity components of the Notes recorded in additional paid in capital for the period indicated is as follows:
|
|
March 31, 2017
|
|
|
|
(in thousands)
|
|
Value of conversion option
|
|
$
|
77,626
|
|
Debt issuance costs attributable to conversion option
|
|
$
|
(2,164
|
)
|
Total
|
|
$
|
75,462
|
|
Second Amended and Restated Revolving Credit Facility
On June 7, 2013, the Company entered into the Second Amended and Restated Credit Agreement among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Lender and the lenders named therein (the “Revolving Credit Facility”). The Revolving Credit Facility had a scheduled maturity of November 14, 2017.
On January 10, 2017, the Company, together with the parties thereto, entered into Amendment No. 10, which amended the Revolving Credit Facility to, among other things, permit the payment of certain cash dividends on its preferred stock, including the dividends declared payable on January 31, 2017, provided that (i) the Company’s borrowing base will be correspondingly reduced in the amount of any such dividend payment and (ii) the Company pays down its outstanding indebtedness under the Revolving Credit Facility in the amount of any resulting borrowing base deficiency.
Under Amendment No. 10, payment of the declared January 2017 dividend and monthly preferred stock cash dividends through May 2017 was permitted contingent upon the satisfaction of certain conditions, including but not limited to, (i) the absence of any defaults or borrowing base deficiency, (ii) for any dividends declared and paid in respect of April 2017 and May 2017, having cash liquidity (including any available borrowings under the Revolving Credit Facility) of more than $30.0 million and (iii) paying any permitted dividends solely from proceeds received by the Company from sales of equity since November 30, 2016 (including through the Company’s at-the-market issuance sales agreement with a third-party sales agent to sell, from time to time, shares of the Company’s common stock (the “ATM Program”). Under Amendment No. 10, the Company also agreed to pay down indebtedness under its Revolving Credit Facility by at least an additional $8.1 million by April 30, 2017.
On March 3, 2017, the Company used a portion of the net proceeds from the transactions described in this Note 4 under the caption “Ares Investment Transactions” to fully repay all of the $69.2 million borrowings outstanding under the Revolving Credit Facility (which was terminated on such date).
Senior Secured Notes
At December 31, 2016, the Company had $325.0 million aggregate principal amount of 8 5/8% Senior Secured Notes due May 15, 2018 (the “Former Notes”) outstanding under an indenture (the “Former Indenture”) by and among the Company, the Guarantors named therein (the “Guarantors”), Wells Fargo Bank, National Association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”). The Notes bore interest at a rate of 8.625% per year, payable semi-annually in arrears on May 15 and November 15 of each year. Effective May 17, 2016, Wells Fargo Bank, National Association resigned as Trustee and Collateral Agent and Wilmington Trust was appointed Trustee and Collateral Agent pursuant to the Indenture.
On March 3, 2017, the redemption price plus interest on all of the Company’s outstanding $325.0 million principal of the Former Notes was funded to satisfy and discharge the Former Notes from a portion of the net proceeds from the transactions described in this Note 4 under the caption “Ares Investment Transactions.” All of the Former Notes were satisfied and discharged on March 3, 2017 by irrevocably calling for redemption and depositing with the indenture trustee cash in the amount of the redemption price of 102.156% of the principal amount, or principal plus an additional $7.0 million, plus accrued and unpaid interest to the
19
redemption date of March 24, 2017. Additionally, the Company wrote-off $5.2 million of remaining unamortized deferred financing costs related to the Former Notes upon redemption.
A summary of the Former Notes balance as of December 31, 2016 is as follows:
|
|
December 31, 2016
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
Former Notes, principal balance
|
|
$
|
325,000
|
|
Less:
|
|
|
|
|
Unamortized discounts
|
|
|
(4,342
|
)
|
Deferred financing costs
|
|
|
(795
|
)
|
Former Notes, net
|
|
$
|
319,863
|
|
5.
|
Fair Value Measurements
|
Certain of the Company’s financial assets and liabilities are measured at fair value on a recurring basis. The Company discloses its recognized non-financial assets and liabilities, such as asset retirement obligations, unproved properties and other property and equipment, at fair value on a non-recurring basis. For non-financial assets and liabilities, the Company is required to disclose information that enables users of its financial statements to assess the inputs used to develop these measurements. The Company assesses its unproved properties for impairment whenever events or circumstances indicate the carrying value of those properties may not be recoverable. The fair value of the unproved properties is measured using an income approach based upon internal estimates of future production levels, current and future prices, drilling and operating costs, discount rates, current drilling plans and favorable and unfavorable drilling activity on the properties being evaluated and/or adjacent properties or estimated market data based on area transactions, which are Level 3 inputs. As no other fair value measurements are required to be recognized on a non-recurring basis at March 31, 2017, no additional disclosures are provided at March 31, 2017.
As defined in the guidance, fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (“Level 1”) and the lowest priority to unobservable inputs (“Level 3”). The three levels of the fair value hierarchy are as follows:
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. The Company’s cash equivalents consist of short-term, highly liquid investments, which have maturities of 90 days or less, including sweep investments and money market funds.
|
|
•
|
Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
|
|
•
|
Level 3 inputs are measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources. These inputs may be used with internally developed methodologies or third party broker quotes that result in management’s best estimate of fair value. The Company’s valuation models consider various inputs including (a) quoted forward prices for commodities, (b) time value, (c) volatility factors and (d) current market and contractual prices for the underlying instruments. Significant increases or decreases in any of these inputs in isolation would result in a significantly higher or lower fair value measurement. Level 3 instruments are commodity costless collars, index swaps, basis and fixed price swaps and put and call options to hedge natural gas, oil and NGLs price risk. At each balance sheet date, the Company performs an analysis of all applicable instruments and includes in Level 3 all of those whose fair value is based on significant unobservable inputs. The fair values derived from counterparties and third-party brokers are verified by the Company using publicly available values for relevant NYMEX futures contracts and exchange traded contracts for each derivative settlement location. Although such counterparty and third-party broker quotes are used to assess the fair value of its commodity derivative instruments, the Company does not have access to the specific assumptions used in its counterparties valuation models. Consequently, additional disclosures regarding significant Level 3 unobservable inputs were not provided and the Company does not currently have sufficient corroborating market evidence to support classifying these contracts as Level 2 instruments.
|
20
As required, financial assets and liabilities are classified in their entirety based
on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabil
ities and their placement within the fair value hierarchy levels. The determination of the fair values below incorporates various factors, including the impact of the counterparty’s non-performance risk with respect to the Company’s financial assets and th
e Company’s non-performance risk with respect to the Company’s financial liabilities. The Company has not elected to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty, but reports them gross on
its consolidated balance sheets.
Transfers between levels are recognized at the end of the reporting period. There were no transfers between levels during the 2017 and 2016 periods.
The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2017 and December 31, 2016:
|
|
Fair value as of March 31, 2017
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
64,595
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,595
|
|
Commodity derivative contracts
|
|
|
—
|
|
|
|
—
|
|
|
|
7,738
|
|
|
|
7,738
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,261
|
)
|
|
|
(1,261
|
)
|
Total
|
|
$
|
64,595
|
|
|
$
|
—
|
|
|
$
|
6,477
|
|
|
$
|
71,072
|
|
|
|
Fair value as of December 31, 2016
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
71,529
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,529
|
|
Commodity derivative contracts
|
|
|
—
|
|
|
|
—
|
|
|
|
7,850
|
|
|
|
7,850
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts
|
|
|
—
|
|
|
|
—
|
|
|
|
(338
|
)
|
|
|
(338
|
)
|
Total
|
|
$
|
71,529
|
|
|
$
|
—
|
|
|
$
|
7,512
|
|
|
$
|
79,041
|
|
The table below presents a reconciliation of the assets and liabilities classified as Level 3 in the fair value hierarchy for the three months ended March 31, 2017 and 2016. Level 3 instruments presented in the table consist of net derivatives that, in management’s opinion, reflect the assumptions a marketplace participant would have used at March 31, 2017 and 2016.
|
|
Three Months Ended March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands)
|
|
Balance at beginning of period
|
|
$
|
7,512
|
|
|
$
|
24,418
|
|
Total gains included in earnings
|
|
|
1,300
|
|
|
|
285
|
|
Purchases
|
|
|
470
|
|
|
|
—
|
|
Issuances
|
|
|
—
|
|
|
|
—
|
|
Settlements
(1)
|
|
|
(2,805
|
)
|
|
|
(8,627
|
)
|
Balance at end of period
|
|
$
|
6,477
|
|
|
$
|
16,076
|
|
The amount of total losses for the period included in earnings attributable to the change in mark to market of commodity derivatives contracts still held at March 31, 2017 and 2016
|
|
$
|
(582
|
)
|
|
$
|
(6,497
|
)
|
(1)
|
Included in gain (loss) on commodity derivatives contracts on the condensed consolidated statements of operations.
|
At March 31, 2017, the estimated fair value of accounts receivable, accounts and revenue payables approximates their carrying value due to their short-term nature. The estimated fair value of the Notes excluding the conversion feature at March 31, 2017 was $109.2 million calculated based on the fair value of similar non-convertible debt instruments (Level 2) since an observable quoted price of the Notes or a similar asset or liability is not readily available. The estimated fair value of the Term Loan at March 31, 2017 was $221.5 million calculated based on the fair value of similar debt instruments (Level 2) since an observable price of the Term Loan or a similar asset or liability is not readily available.
21
The Company has consistently applied the valuation techniques di
scussed above in all periods presented.
6.
|
Derivative Instruments and Hedging Activity
|
The Company maintains a commodity price risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations that may arise from volatility in commodity prices. The Company uses costless collars, index, basis and fixed price swaps and put and call options to hedge oil, condensate, natural gas and NGLs price risk.
All derivative contracts are carried at their fair value on the balance sheet and all changes in value are recorded in the condensed consolidated statements of operations in (loss) gain on commodity derivatives contracts. For the three months ended March 31, 2017 and 2016, the Company reported losses of $582,000 and $6.5 million, respectively, in the condensed consolidated statements of operations related to the change in the fair value of its commodity derivative contracts still held at March 31, 2017 and 2016.
As of March 31, 2017, the following crude derivative transactions were outstanding with the associated notional volumes and weighted average underlying hedge prices:
Settlement Period
|
|
Derivative Instrument
|
|
Average
Daily
Volume
(1)
|
|
|
Total of
Notional
Volume
|
|
|
Base Fixed Price
|
|
|
Floor
(Long)
|
|
|
Short
Put
|
|
|
Ceiling
(Short)
|
|
|
|
|
|
(in Bbls)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April to December 2017
|
|
Costless three-way collar
|
|
|
280
|
|
|
|
77,000
|
|
|
$
|
—
|
|
|
$
|
80.00
|
|
|
$
|
65.00
|
|
|
$
|
97.25
|
|
April to September 2017
|
|
Costless three-way collar
|
|
|
250
|
|
|
|
45,750
|
|
|
$
|
—
|
|
|
$
|
80.00
|
|
|
$
|
60.00
|
|
|
$
|
98.70
|
|
October 2017
|
|
Costless three-way collar
|
|
|
200
|
|
|
|
12,200
|
|
|
$
|
—
|
|
|
$
|
80.00
|
|
|
$
|
60.00
|
|
|
$
|
98.70
|
|
November 2017
|
|
Costless three-way collar
|
|
|
250
|
|
|
|
7,500
|
|
|
$
|
—
|
|
|
$
|
80.00
|
|
|
$
|
60.00
|
|
|
$
|
98.70
|
|
December 2017
|
|
Costless three-way collar
|
|
|
200
|
|
|
|
12,200
|
|
|
$
|
—
|
|
|
$
|
80.00
|
|
|
$
|
60.00
|
|
|
$
|
98.70
|
|
April to December 2017
|
|
Put spread
|
|
|
500
|
|
|
|
137,500
|
|
|
$
|
—
|
|
|
$
|
82.00
|
|
|
$
|
62.00
|
|
|
$
|
—
|
|
April to June 2017
|
|
Fixed price swap
|
|
|
975
|
|
|
|
88,725
|
|
|
$
|
54.50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
July to December 2017
|
|
Fixed price swap
|
|
|
400
|
|
|
|
73,600
|
|
|
$
|
54.50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
January to December 2018
|
|
Costless three-way collar
|
|
|
500
|
|
|
|
182,500
|
|
|
$
|
—
|
|
|
$
|
50.00
|
|
|
$
|
40.00
|
|
|
$
|
61.60
|
|
January to March 2018
|
|
Costless three-way collar
|
|
|
1,800
|
|
|
|
162,000
|
|
|
$
|
—
|
|
|
$
|
47.50
|
|
|
$
|
37.50
|
|
|
$
|
57.85
|
|
April to June 2018
|
|
Costless three-way collar
|
|
|
1,700
|
|
|
|
154,700
|
|
|
$
|
—
|
|
|
$
|
47.50
|
|
|
$
|
37.50
|
|
|
$
|
57.85
|
|
July to September 2018
|
|
Costless three-way collar
|
|
|
1,600
|
|
|
|
147,200
|
|
|
$
|
—
|
|
|
$
|
47.50
|
|
|
$
|
37.50
|
|
|
$
|
57.85
|
|
October to December 2018
|
|
Costless three-way collar
|
|
|
1,700
|
|
|
|
156,400
|
|
|
$
|
—
|
|
|
$
|
47.50
|
|
|
$
|
37.50
|
|
|
$
|
57.85
|
|
January to August 2018
|
|
Put spread
|
|
|
425
|
|
|
|
103,275
|
|
|
$
|
—
|
|
|
$
|
80.00
|
|
|
$
|
60.00
|
|
|
$
|
—
|
|
January to June 2018
|
|
Fixed price swap
|
|
|
600
|
|
|
|
108,600
|
|
|
$
|
51.20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
July to September 2018
|
|
Fixed price swap
|
|
|
500
|
|
|
|
46,000
|
|
|
$
|
51.20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
October to December 2018
|
|
Fixed price swap
|
|
|
600
|
|
|
|
55,200
|
|
|
$
|
51.20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
January to September 2019
|
|
Costless three-way collar
|
|
|
2,000
|
|
|
|
546,000
|
|
|
$
|
—
|
|
|
$
|
47.50
|
|
|
$
|
37.50
|
|
|
$
|
59.70
|
|
October to December 2019
|
|
Costless three-way collar
|
|
|
1,900
|
|
|
|
174,800
|
|
|
$
|
—
|
|
|
$
|
47.50
|
|
|
$
|
37.50
|
|
|
$
|
59.70
|
|
January to September 2019
|
|
Fixed price swap
|
|
|
700
|
|
|
|
191,100
|
|
|
$
|
50.40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
October to December 2019
|
|
Fixed price swap
|
|
|
600
|
|
|
|
55,200
|
|
|
$
|
50.40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Crude volumes hedged include oil, condensate and certain components of our NGLs production.
|
22
As of March 31, 2017, the following natural gas derivative transactions were outstanding with the associated notional volumes and weighted average underlying hedge prices:
Settlement Period
|
|
Derivative Instrument
|
|
Average
Daily
Volume
|
|
|
Total of
Notional
Volume
|
|
|
Base
Fixed
Price
|
|
|
Floor
(Long)
|
|
|
Short
Put
|
|
|
Ceiling
(Short)
|
|
|
|
|
|
(in MMBtus)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May to December 2017
|
|
Costless three-way collar
|
|
|
5,000
|
|
|
|
1,225,000
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
|
$
|
2.35
|
|
|
$
|
4.00
|
|
May to June 2017
|
|
Fixed price swap
|
|
|
2,200
|
|
|
|
134,200
|
|
|
$
|
3.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
July to September 2017
|
|
Fixed price swap
|
|
|
2,300
|
|
|
|
211,600
|
|
|
$
|
3.34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
October to December 2017
|
|
Fixed price swap
|
|
|
2,600
|
|
|
|
239,200
|
|
|
$
|
3.40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
May to June 2017
|
|
Costless Collar
|
|
|
2,200
|
|
|
|
134,200
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
|
$
|
—
|
|
|
$
|
3.54
|
|
July to September 2017
|
|
Costless Collar
|
|
|
2,300
|
|
|
|
211,600
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
|
$
|
—
|
|
|
$
|
3.73
|
|
October to December 2017
|
|
Costless Collar
|
|
|
2,600
|
|
|
|
239,200
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
|
$
|
—
|
|
|
$
|
3.89
|
|
January to December 2018
|
|
Costless three-way collar
|
|
|
5,000
|
|
|
|
1,825,000
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
|
$
|
2.35
|
|
|
$
|
4.00
|
|
January to March 2018
|
|
Costless Collar
|
|
|
5,800
|
|
|
|
522,000
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
|
$
|
—
|
|
|
$
|
4.28
|
|
As of March 31, 2017, all of the Company’s economic derivative hedge positions were with large institutions, which are not known to the Company to be in default on their derivative positions. The Company is exposed to credit risk to the extent of non-performance by the counterparties in the derivative contracts discussed above; however, the Company does not anticipate non-performance by such counterparties. None of the Company’s derivative instruments contain credit-risk related contingent features.
In conjunction with certain derivative hedging activity, the Company deferred the payment of certain put premiums for the production month period April 2017 through December 2018. The put premium liabilities become payable monthly as the hedge production month becomes the prompt production month. The Company amortizes the deferred put premium liabilities as they become payable. The following table provides information regarding the deferred put premium liabilities for the periods indicated:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
(in thousands)
|
|
Current commodity derivative put premium payable
|
|
$
|
1,544
|
|
|
$
|
1,654
|
|
Long-term commodity derivative put premium payable
|
|
|
626
|
|
|
|
969
|
|
Total unamortized put premium liabilities
|
|
$
|
2,170
|
|
|
$
|
2,623
|
|
|
|
For the Three Months Ended March 31, 2017
|
|
|
|
(in thousands)
|
|
Put premium liabilities, beginning balance
|
|
$
|
2,623
|
|
Settlement of put premium liabilities
|
|
|
(923
|
)
|
Additional put premium liabilities
|
|
|
470
|
|
Put premium liabilities, ending balance
|
|
$
|
2,170
|
|
The following table provides information regarding the amortization of the deferred put premium liabilities by year as of March 31, 2017:
|
|
Amortization
|
|
|
|
(in thousands)
|
|
April to December 2017
|
|
$
|
1,202
|
|
January to December 2018
|
|
|
968
|
|
Total unamortized put premium liabilities
|
|
$
|
2,170
|
|
23
Additional Disclosures about Derivative Instruments and Hedging Activities
The tables below provide information on the location and amounts of derivative fair values in the condensed consolidated statement of financial position and derivative gains and losses in the condensed consolidated statement of operations for derivative instruments that are not designated as hedging instruments:
|
|
Fair Values of Derivative Instruments
Derivative Assets (Liabilities)
|
|
|
|
|
|
Fair Value
|
|
|
|
Balance Sheet Location
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
(in thousands)
|
|
Derivatives not designated as hedging
instruments
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts
|
|
Current assets
|
|
$
|
6,293
|
|
|
$
|
6,212
|
|
Commodity derivative contracts
|
|
Other assets
|
|
|
1,445
|
|
|
|
1,638
|
|
Commodity derivative contracts
|
|
Current liabilities
|
|
|
(184
|
)
|
|
|
(338
|
)
|
Commodity derivative contracts
|
|
Long-term liabilities
|
|
|
(1,077
|
)
|
|
|
—
|
|
Total derivatives not designated as
hedging instruments
|
|
|
|
$
|
6,477
|
|
|
$
|
7,512
|
|
|
|
|
|
Amount of Gain Recognized in Income on
Derivatives For the Three Months Ended March 31,
|
|
|
|
Location of Gain
Recognized in Income on
Derivatives
|
|
2017
|
|
|
2016
|
|
|
|
|
|
(in thousands)
|
|
Derivatives not designated as hedging
instruments
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts
|
|
Gain on commodity derivatives contracts
|
|
$
|
1,300
|
|
|
$
|
285
|
|
Total
|
|
|
|
$
|
1,300
|
|
|
$
|
285
|
|
Common Stock
On May 7, 2015, the Company entered into the ATM Program with MLV & Co. LLC (the “Sales Agent”) to sell, from time to time through the Sales Agent, shares of the Company’s common stock (the “ATM Program”). The shares were issued pursuant to the Company’s then-existing effective shelf registration statement on Form S-3, as amended (Registration No. 333-193832). The Company registered shares having an aggregate offering price of up to $50.0 million. During the year ended December 31, 2016, 18,606,943 shares were sold through the ATM Program for net proceeds of $24.4 million. For the period January 1, 2017 to February 20, 2017, the Company sold 5,447,919 shares through the ATM Program for net proceeds of $8.3 million. The ATM Program expired February 24, 2017.
On March 3, 2017, the Purchasers affiliated with Ares purchased for cash (i) $125.0 million aggregate principal amount of Notes sold at par and (ii) 29,408,305 shares of Common Stock for a purchase price of $50.0 million. The Common Stock sale was priced based on a 30-trading day VWAP of $1.7002 determined on February 15, 2017 the date immediately prior to the signing date of the Purchase Agreement with Purchasers in respect to such sale.
On March 21, 2017, the Company sold to Purchasers an additional $75.0 million aggregate principal amount of Notes. Pursuant to the purchase agreement for the Additional Notes, after obtaining the Requisite Shareholder Approval, on May 5, 2017, the Company and the Purchasers exchanged $37.5 million aggregate principal amount of the outstanding Additional Notes for the issuance to Purchasers of (a) 25,456,521 newly issued shares of Common Stock based on the 10-day trading VWAP of $1.4731 for the period ended March 17, 2017 and (b) 2,000 shares of the Company’s Special Voting Preferred Stock, par value $0.01 per share.
The Notes are convertible into shares of Common Stock as described in more detail in Note 4.
Stockholder Rights Agreements
24
On January 18, 2016, the Company’s board of directors adopted the
Rights Agreement dated as of January 18, 2016, between the Company and American Stock Transfer & Trust Company, LLC (the “2016 Rights Agreement”) pursuant to which the Company declared a dividend of one right (a “2016 Right”) for each of the Company’s iss
ued and outstanding shares of common stock. The dividend was paid to stockholders of record on January 28, 2016. Each 2016 Right entitled the holder, subject to the terms of the 2016 Rights Agreement, to purchase one one-thousandth of a share of the Comp
any’s Series C Junior Participating Preferred Stock (the “Series C Preferred Stock”) at a price of $6.96, subject to certain adjustments. The purpose of the 2016 Rights Agreement was to diminish the risk that the Company’s ability to reduce potential futu
re federal income tax obligations would become subject to limitations by reason of an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended. The 2016 Rights and the 2016 Rights Agreement expired on January 18, 2017
.
On January 27, 2017, the Company’s board of directors adopted the Rights Agreement dated as of January 27, 2017, between the Company and American Stock Transfer & Trust Company, LLC (the “2017 Rights Agreement”) pursuant to which the Company declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock. The dividend was paid to stockholders of record on February 10, 2017. Each Right entitled the holder, subject to the terms of the 2017 Rights Agreement, to purchase one one-thousandth of a share of Series C Preferred Stock at a price of $10.74, subject to certain adjustments. The purpose of the 2017 Rights Agreement was to diminish the risk that the Company’s ability to reduce potential future federal income tax obligations would become subject to limitations by reason of an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended.
The Rights generally became exercisable on the earlier of (i) ten business days after any person or group obtained beneficial ownership of 4.9% of the Company’s outstanding common stock (an “Acquiring Person”) or (ii) ten business days after commencement of a tender or exchange offer resulting in any person or group becoming an Acquiring Person. The exercise price payable, and the number of shares of Series C Preferred Stock or other securities or property issuable, upon exercise of the Rights were subject to adjustment from time to time to prevent dilution. In the event that, after a person or a group became an Acquiring Person, the Company was acquired in a merger or other business combination transaction (or 50% or more of the Company’s assets or earning power were sold), proper provision would have been made so that each holder of a Right would thereafter have had the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the acquiring company having a market value at the time of that transaction equal to two times the exercise price.
The Company had the right to redeem the Rights in whole, but not in part, at any time before a person or group became an Acquiring Person at a price of $0.001 per Right, subject to adjustment. At any time after any person or group became an Acquiring Person, the Company had the right to generally exchange each Right in whole or in part at an exchange ratio of two shares of common stock per outstanding Right, subject to adjustment. The Rights were to expire prior to the earliest of (i) January 27, 2020 or such later day as may be established by the board of directors prior to the expiration of the Rights, provided that the extension was submitted to the Company’s stockholders for ratification at the next annual meeting of stockholders of the Company succeeding such extension; (ii) the time at which the Rights were redeemed pursuant to the 2017 Rights Agreement; (iii) the time at which the Rights were exchanged pursuant to the 2017 Rights Agreement; (iv) the time at which the Rights were terminated upon the occurrence of certain transactions; (v) the close of business on the first day after the Company’s 2017 annual meeting of stockholders, if approval by the stockholders of the Company of the 2017 Rights Agreement had not been obtained at such meeting; (vi) the close of business on the effective date of the repeal of Section 382 of the Tax Code, if the board of directors determined that the 2017 Rights Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the close of business on the first day of a taxable year of the Company to which the board of directors determined that no Tax Benefits are available to be carried forward.
The Series C Preferred Stock was not redeemable by the Company and had certain voting rights and dividend and liquidation privileges.
In connection with entering into the recent equity and convertible debt transactions with funds managed indirectly by Ares Management LLC, the Company determined that the value of the U.S. federal income tax benefits in the form of net operating losses have substantially been diminished by reason of an “ownership change,” as defined under Section 382 of the Internal Revenue Code, in 2017. As a result, the Company decided to terminate the Rights. On April 6, 2017, the Company amended the 2017 Rights Agreement to accelerate the expiration of the Rights to 5:00 P.M., New York City time on April 6, 2017, which had the effect of terminating the Rights and the 2017 Rights Agreement on that date.
Preferred Stock
Pursuant to the Company’s certificate of incorporation, the Company has 40,000,000 shares of preferred stock authorized with a par value of $0.01 per share. The Company has designated 10,000,000 of such shares to constitute its 8.625% Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) and 10,000,000 of such shares to constitute its 10.75% Series B Cumulative Preferred Stock (the “Series B Preferred Stock”). The Series A Preferred Stock and the Series B Preferred Stock each have a liquidation preference of $25.00 per share. The Company has designated 550,000 of such shares as Series C Junior Participating Preferred Stock. On March 22, 2017, the Company designated 2,000 shares of such shares as Special Voting Preferred Stock with a
25
liquidation preference of $0.01 for each such share, which is junior and subordinate to the right of the holders of any shares of any other existing or future series of preferred stock.
Series A Preferred Stock
At March 31, 2017, there were 4,045,000 shares of the Series A Preferred Stock issued and outstanding with a $25.00 per share liquidation preference.
The Series A Preferred Stock ranks senior (to the extent of its stated liquidation preference and any accumulated and unpaid dividends) to the Company's common stock and on parity with the Series B Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up. The Series A Preferred Stock is subordinated to all of the Company’s existing and future debt and all future capital stock designated as senior to the Series A Preferred Stock.
The Series A Preferred Stock cannot be converted into common stock, but may be redeemed, at the Company’s option for $25.00 per share plus any accrued and unpaid dividends whether declared or not.
There is no mandatory redemption of the Series A Preferred Stock.
The Company paid monthly dividends on the Series A Preferred Stock at a fixed rate of 8.625% per annum of the $25.00 per share liquidation preference through March 2016. Effective March 9, 2016, the Revolving Credit Facility prohibited the payment of cash dividends on the Company’s preferred stock commencing April 2016. Pursuant to Amendment No. 10 to the Company’s Revolving Credit Facility, on January 10, 2017, the Company declared a special cash dividend on the Series A Preferred Stock to pay in full all accumulated and unpaid cash dividends since April 1, 2016 at an annualized 8.625% through the payment date. The Series A Preferred Stock January 2017 dividend of $7.3 million was payable on January 31, 2017 to holders of record at the close of business on January 20, 2017.
Dividends on the Series A Preferred Stock accumulate regardless of whether any such dividends are declared. If the Company fails to pay full cash dividends in four calendar quarters, whether consecutive or non-consecutive, then commencing in the calendar month following the first month in such fourth calendar quarter in which cash dividends are not paid in full, and until accumulated dividends are paid in full for four calendar quarters with the last two calendar quarters’ dividends paid in cash, (i) the fixed dividend rate of Series A Preferred Stock each increases by 2.00% per annum, (ii) the Company may be required to issue a dividend of common stock to pay accrued and unpaid dividends, if such dividends are not paid in cash, provided it has sufficient surplus to pay such a dividend under state law, and (iii) the holders of Series A Preferred Stock and Series B Preferred Stock, voting as a single class, will have the right to elect up to two additional directors to the board of directors of the Company. Under certain circumstances, “pay in kind” dividends of additional shares of Series A Preferred Stock may be payable in lieu of cash or common stock dividends. For the three months ended March 31, 2017 and 2016, the Company recognized dividends of $2.2 million, respectively, for the Series A Preferred Stock.
Series B Preferred Stock
At March 31, 2017, there were 2,140,000 shares of the Series B Preferred Stock issued and outstanding with a $25.00 per share liquidation preference.
The Series B Preferred Stock ranks senior (to the extent of its stated liquidation preference and any accumulated and unpaid dividends) to the Company’s common stock and on parity with the Series A Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up. The Series B Preferred Stock are subordinated to all of the Company’s existing and future debt and all future capital stock designated as senior to the Series B Preferred Stock.
Except upon a change in ownership or control, as defined in the Series B Preferred Stock certificate of designations of rights and preferences, the Series B Preferred Stock may not be redeemed before November 15, 2018, at or after which time it may be redeemed at the Company’s option for $25.00 per share in cash. Following a change in ownership or control, the Company will have the option to redeem the Series B Preferred Stock within 90 days of the occurrence of the change in control, in whole but not in part for $25.00 per share in cash, plus accrued and unpaid dividends (whether or not declared), up to, but not including the redemption date. If the Company does not exercise its option to redeem the Series B Preferred Stock upon a change of ownership or control, the holders of the Series B Preferred Stock have the option to convert the shares of Series B Preferred Stock into the Company's common stock based upon on an average common stock trading price then in effect but limited to an aggregate of 11.5207 shares of the Company’s common stock per share of Series B Preferred Stock, subject to certain adjustments. If the Company exercises any of its redemption rights relating to shares of Series B Preferred Stock, the holders of Series B Preferred Stock will not have the conversion right described above with respect to the shares of Series B Preferred Stock called for redemption.
There is no mandatory redemption of the Series B Preferred Stock.
26
The Company paid monthly dividends on the Series B Preferred Stock at a fixed rate of 10.75% per annum of the $25.00 per share liquidation preference through March 2016. Effective March 9, 2016, the Revolving Cr
edit Facility prohibited the payment of cash dividends on the Company’s preferred stock commencing April 2016. Pursuant to Amendment No. 10 to the Company’s Revolving Credit Facility, on January 10, 2017, the Company declared a special cash dividend on th
e Series B Preferred Stock to pay in full all accumulated and unpaid cash dividends since April 1, 2016 at an annualized 10.75% through the payment date. The Series B Preferred Stock January 2017 dividend in the amount of $4.8 million was payable on Janua
ry 31, 2017 to holders of record at the close of business on January 20, 2017.
Dividends on the Series B Preferred Stock will accumulate regardless of whether any such dividends are declared. If the Company fails to pay full cash dividends in four calendar quarters, whether consecutive or non-consecutive, then commencing in the calendar month following the first month in such fourth calendar quarter in which cash dividends are not paid in full, and until accumulated dividends are paid in full for four calendar quarters with the last two calendar quarters’ dividends paid in cash, (i) the fixed dividend rate of Series B Preferred Stock each increases by 2.00% per annum, (ii) the Company may be required to issue a dividend of common stock to pay accrued and unpaid dividends, if such dividends are not paid in cash, provided it has sufficient surplus to pay such a dividend under state law, and (iii) the holders of Series A Preferred Stock and Series B Preferred Stock, voting as a single class, will have the right to elect up to two additional directors to the board of directors of the Company. Under certain circumstances, “pay in kind” dividends of additional shares of Series B Preferred Stock may be payable in lieu of cash or common stock dividends. For the three months ended March 31, 2017 and 2016, the Company recognized dividends of $1.4 million, respectively, for the Series B Preferred Stock.
Series C Preferred Stock
No shares of Series C Preferred Stock have been issued by the Company pursuant to the Stockholder Rights Agreements described above or otherwise.
Special Voting Preferred Stock
No shares of Special Voting Preferred Stock were issued at March 31, 2017. On May 4, 2017, the Company issued to Purchasers affiliated with Ares 2,000 shares of Special Voting Preferred Stock in connection with the exchange of $37.5 million principal of outstanding Notes described above in this Note 7 under the caption “Common Stock.”
The Special Voting Preferred Stock may be redeemed in whole any time after the initial holders beneficially own less than 5% of the Common Stock subject to the terms of its certificate of designation (the “Certificate of Designation”). There is no mandatory redemption of the Special Voting Preferred Stock. Holders of the Special Voting Preferred Stock are not entitled to receive any dividends declared and paid by the Company.
The Company’s Special Voting Preferred Stock have no voting rights, other than that the holders of the Special Voting Preferred Stock have the right to elect two members of the Company’s board of directors for so long as the initial holders, any specified subsequent holders (as defined in the Certificate of Designation) and their respective affiliates beneficially own at least 15% of the outstanding Common Stock in the aggregate, and the right to elect one member of the board of directors for so long as the initial holders, subsequent holders and their respective affiliates beneficially own at least 5% but less than 15% of the outstanding Common Stock in the aggregate. The Certificate of Designation contains certain restrictions on transfer of the Special Voting Preferred Stock.
Other Share Issuances
The following table provides information regarding the issuances and forfeitures of common stock pursuant to the Company's long-term incentive plan for the periods indicated:
|
|
For the Three Months Ended March 31, 2017
|
|
Other share issuances:
|
|
|
|
|
Shares of restricted common stock granted
|
|
|
1,269,218
|
|
Shares of restricted common stock vested
|
|
|
1,168,925
|
|
Shares of restricted common stock surrendered upon
vesting/exercise
(1)
|
|
|
355,579
|
|
Shares of restricted common stock forfeited
|
|
|
—
|
|
(1)
|
Represents shares of common stock forfeited in connection with the payment of estimated withholding taxes on shares of restricted common stock that vested during the period.
|
27
On June 12, 2014, the Company's stockholders approved an amendment and restatement to the Gastar Exp
loration Inc. Long-Term Incentive Plan (the “LTIP”), effective April 24, 2014, to, among other things, increase the number of shares of common stock reserved for issuance under the LTIP by 3,000,000 shares of common stock. There were 401,446 shares of com
mon stock available for issuance under the LTIP at March 31, 2017. However, due to a shortage in number of shares available under the LTIP at the time of the annual equity grant in January 2017, the Company granted 372,741 restricted stock units and 171,3
10 restricted stock units to its chief executive officer and chief financial officer, respectively. The restricted stock units were granted in place of restricted common stock and upon approval of stockholders of additional shares to the LTIP, the restric
ted stock units will be converted to restricted common stock that will vest in three equal annual installments beginning on January 30, 2018. Additionally, the Company granted 372,741 performance based rights units and 171,310 performance based rights uni
ts to its chief executive officer and chief financial officer, respectively. The performance based rights units were issued in place of performance based units and upon approval of stockholders of additional shares to the LTIP, the performance based right
s units
will be converted to performance based units that will vest in their entirety at the end of a three-year performance period with settlement in common stock between 0% and 200% of the target award based on the Company’s share price appreciation over
a three-year performance period relative to a peer index. The performance based rights units have no voting rights. Should shareholder approval not occur, the Company will be obligated to settle the value of the restricted stock units and performance base
d rights units in cash at an amount equal to the fair value of a common share at vesting.
Shares Reserved
At March 31, 2017, the Company had 214,600 common shares reserved for the exercise of stock options.
The following table summarizes the components of interest expense for the periods indicated:
|
|
For the Three Months Ended March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands)
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
Cash and accrued
|
|
$
|
9,759
|
|
|
$
|
8,907
|
|
Amortization of deferred financing costs and debt discount
|
|
|
1,710
|
|
|
|
990
|
|
Capitalized interest
|
|
|
(620
|
)
|
|
|
(599
|
)
|
Total interest expense
|
|
$
|
10,849
|
|
|
$
|
9,298
|
|
For the three months ended March 31, 2017 and 2016, respectively, the Company did not recognize a current income tax benefit or provision as the Company has a full valuation allowance against assets created by net operating losses generated. The Company believes it more likely than not that the assets will not be utilized.
28
In accordance with the provisions of current authoritative guidance, basic earnings or loss per share is computed on the basis of the weighted average number of common shares outstanding during the periods. Diluted earnings or loss per share is computed based upon the weighted average number of common shares outstanding plus the assumed issuance of common shares for all potentially dilutive securities.
|
|
For the Three Months Ended March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands, except per share and share data)
|
|
Net loss attributable to common stockholders
|
|
$
|
(22,316
|
)
|
|
$
|
(73,475
|
)
|
Weighted average common shares outstanding - basic
|
|
|
162,829,221
|
|
|
|
78,788,133
|
|
Incremental shares from unvested restricted shares
|
|
|
—
|
|
|
|
—
|
|
Incremental shares from outstanding stock options
|
|
|
—
|
|
|
|
—
|
|
Incremental shares from outstanding PBUs
|
|
|
—
|
|
|
|
—
|
|
Weighted average common shares outstanding - diluted
|
|
|
162,829,221
|
|
|
|
78,788,133
|
|
Net loss per share of common stock attributable to
common stockholders:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.14
|
)
|
|
$
|
(0.93
|
)
|
Diluted
|
|
$
|
(0.14
|
)
|
|
$
|
(0.93
|
)
|
Common shares excluded from denominator as
anti-dilutive:
|
|
|
|
|
|
|
|
|
Unvested restricted shares
|
|
|
510,465
|
|
|
|
1,316,418
|
|
Unvested PBUs
|
|
|
170,858
|
|
|
|
1,484,907
|
|
Convertible notes
|
|
|
98,977,920
|
|
|
|
—
|
|
Total
|
|
|
99,659,243
|
|
|
|
2,801,325
|
|
11.
|
Commitments and Contingencies
|
Litigation
Gastar Exploration Inc. v. Christopher McArthur (Cause No.: 2015-77605) 157th Judicial District Court, Harris County, Texas.
On December 29, 2015, Gastar filed suit against Christopher McArthur (“McArthur”) in the District Court of Harris County, Texas. The lawsuit arises from a demand letter sent by McArthur to Gastar in which he claimed to be party to an agreement with Gastar that entitled him to be paid $2.75 million for services rendered. In August 2016, McArthur filed an amended answer admitting he had no agreement with the Company. As a result, Gastar believes McArthur’s claim has been effectively resolved. Gastar has continued to pursue a counterclaim in this action against McArthur for tortious interference with an existing contract. McArthur has filed a general denial.
Torchlight Energy Resources, Inc., Torchlight Energy, Inc. v. Husky Ventures, Inc., et al., (Cause No. 429-01961-2016) 429th Judicial District Court in Collin County, Texas.
Torchlight Energy Resources, Inc. and Torchlight Energy, Inc. (collectively “Torchlight”) brought a lawsuit against the Company, two of its executive officers, its chairman of the board of directors and a former director of the Company on May 3, 2016 in Collin County, Texas (the “Torchlight Lawsuit”). The Torchlight Lawsuit arises primarily out of Torchlight’s business dealings with Husky in Oklahoma. Husky and several of its employees and affiliates are also defendants in the Torchlight Lawsuit. As part of settlement negotiations between Husky and the Company in a separate lawsuit, Husky informed the Company that it had agreed to repurchase assets from Torchlight that Husky had previously sold to Torchlight (the “Torchlight Assets”). Husky offered to sell those Torchlight Assets to the Company. In the Purchase and Sale Agreement between Torchlight and Husky, Torchlight expressly acknowledged that the Torchlight Assets were to be sold to the Company and released the Company from any claims arising out of the sale of the Torchlight Assets. Despite this release, Torchlight has alleged multiple causes of action against the Company and its officers and directors arising out of the sale of the Torchlight Assets and Torchlight’s other business dealings it had with Husky.
The Company has filed a counterclaim against Torchlight for breach of the release in the Purchase and Sale Agreement. Torchlight has dropped their claims, without prejudice, against the former director of the Company, but continues to assert claims against the remaining Gastar defendants.
29
The Company believes the plaintiffs’ claims are witho
ut merit and are merely an attempt to induce the Company into settling disputes that are primarily between Torchlight and Husky. The Company intends to defend this case vigorously.
The Company has been expensing legal costs on these proceedings as they are incurred.
The Company is party to various legal proceedings arising in the normal course of business. The ultimate outcome of each of these matters cannot be absolutely determined, and the liability the Company may ultimately incur with respect to any one of these matters in the event of a negative outcome may be in excess of amounts currently accrued for with respect to such matters. Net of available insurance and performance of contractual defense and indemnity obligations, where applicable, management does not believe any such matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
12.
|
Statement of Cash Flows – Supplemental Information
|
The following is a summary of the supplemental cash paid and non-cash transactions for the periods indicated:
|
|
For the Three Months Ended March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(in thousands)
|
|
Cash paid for interest, net of capitalized amounts
|
|
$
|
11,721
|
|
|
$
|
1,378
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
Capital expenditures included in accounts payable and accrued drilling costs
|
|
$
|
3,072
|
|
|
$
|
3,538
|
|
Capital expenditures included in accounts receivable
|
|
$
|
—
|
|
|
$
|
310
|
|
Asset retirement obligation included in oil and natural
gas properties
|
|
$
|
230
|
|
|
$
|
11
|
|
Asset retirement obligation sold
|
|
$
|
(1,533
|
)
|
|
$
|
—
|
|
Application of advances to operators
|
|
$
|
16
|
|
|
$
|
(229
|
)
|
Non-cash financing charges excluded from accounts payable and accrued liabilities
|
|
$
|
585
|
|
|
$
|
37
|
|
13. Subsequent Events
On April 6, 2017, the Company amended its 2017 Rights Agreement, which had the effect of terminating the Rights and the 2017 Rights Agreement on that date.
On May 2, 2017, the Company obtained the Requisite Stockholder Approval at a special meeting of shareholders, which approved conversion rights of the Company’s outstanding Notes and the Mandatory Repurchase. On May 5, 2017, the Purchasers affiliated with Ares exchanged an outstanding $37.5 million principal amount of the Notes for certain shares of Common Stock and Special Voting Preferred Stock pursuant to the Mandatory Repurchase, all as described in more detail in Notes 4 and 7.
30
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact included or incorporated by reference in this report are forward-looking statements, including, without limitation, all statements regarding future plans, business objectives, strategies, expected future financial position or performance, future covenant compliance, expected future operational position or performance, budgets and projected costs, future competitive position or goals and/or projections of management for future operations. In some cases, you can identify a forward-looking statement by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target” or “continue,” the negative of such terms or variations thereon, or other comparable terminology.
The forward-looking statements contained in this report are largely based on our expectations and beliefs concerning future developments and their potential effect on us, which reflect certain estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions, operating trends, and other factors. Forward-looking statements may include statements that relate to, among other things, our:
|
•
|
cash flow and liquidity;
|
|
•
|
timing and results of property acquisitions and divestitures;
|
|
•
|
business strategy and budgets;
|
|
•
|
drilling of wells, including the scheduling and results of such operations;
|
|
•
|
oil, natural gas and natural gas liquids (“NGLs”) reserves;
|
|
•
|
timing and amount of future production of oil, condensate, natural gas and NGLs;
|
|
•
|
operating costs and other expenses;
|
|
•
|
availability of capital; and
|
Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. As such, management’s assumptions about future events may prove to be inaccurate. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. Management cautions all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to:
|
•
|
the supply and demand for oil, condensate, natural gas and NGLs;
|
|
•
|
continued low or further declining prices for oil, condensate, natural gas and NGLs, including risks of low commodity prices affecting the benefits of the Development Agreement;
|
|
•
|
our financial condition, results of operations, revenues, cash flows and expenses;
|
|
•
|
the potential need to sell certain assets, restructure our debt or raise additional capital;
|
|
•
|
the need to take ceiling test impairments due to lower commodity prices;
|
|
•
|
worldwide political and economic conditions and conditions in the energy market;
|
|
•
|
the extent to which we are able to realize the anticipated benefits from acquired assets;
|
|
•
|
our ability to monetize certain assets;
|
|
•
|
our ability to raise capital to fund capital expenditures, service our indebtedness or repay or refinance debt upon maturity;
|
|
•
|
the ability and willingness of our current or potential counterparties, third-party operators or vendors to enter into transactions with us and/or to fulfill their obligations to us;
|
31
|
•
|
fai
lure of our co-participants to fund any or all of their portion of any capital program;
|
|
•
|
the ability to find, acquire, develop and produce new oil and natural gas properties;
|
|
•
|
uncertainties about the estimated quantities of oil and natural gas reserves and in the projection of future rates of production and timing of development expenditures of proved reserves;
|
|
•
|
strength and financial resources of competitors;
|
|
•
|
availability and cost of material and equipment, such as drilling rigs and transportation pipelines;
|
|
•
|
availability and cost of processing and transportation;
|
|
•
|
changes or advances in technology;
|
|
•
|
the risks associated with exploration, including cost overruns and the drilling of non-economic wells or dry wells, operating hazards inherent to the oil and natural gas business and down hole drilling and completion risks that are generally not recoverable from third parties or insurance;
|
|
•
|
potential mechanical failure or under-performance of significant wells or pipeline mishaps;
|
|
•
|
possible new legislative initiatives and regulatory changes potentially adversely impacting our business and industry, including, but not limited to, national healthcare, hydraulic fracturing, state and federal corporate income taxes, retroactive royalty or production tax regimes, changes in environmental regulations, environmental risks and liability under federal, state and local environmental laws and regulations;
|
|
•
|
effects of the application of applicable laws and regulations, including changes in such regulations or the interpretation thereof;
|
|
•
|
potential losses from pending or possible future claims, litigation or enforcement actions;
|
|
•
|
potential defects in title to our properties or lease termination due to lack of activity or other disputes with mineral lease and royalty owners, whether regarding calculation and payment of royalties or otherwise;
|
|
•
|
the weather, including the occurrence of any adverse weather conditions and/or natural disasters affecting our business;
|
|
•
|
our ability to find and retain skilled personnel; and
|
|
•
|
any other factors that impact or could impact the exploration of natural gas or oil resources, including, but not limited to, the geology of a resource, the total amount and costs to develop recoverable reserves, legal title, regulatory, natural gas administration, marketing and operational factors relating to the extraction of oil and natural gas.
|
For a more detailed description of the risks and uncertainties that we face and other factors that could affect our financial performance or cause our actual results to differ materially from our projected results please see (i) Part II, Item 1A. “Risk Factors” and elsewhere in this report, (ii) Part I, Item 1A. “Risk Factors” and elsewhere in our 2016 Form 10-K, (iii) our subsequent reports and registration statements filed from time to time with the SEC and (iv) other announcements we make from time to time.
You should not unduly rely on these forward-looking statements in this report, as they speak only as of the date of this report. Except as required by law, we undertake no obligation to publicly update, revise or release any revisions to these forward-looking statements after the date on which they are made to reflect new information, events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.
32