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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bill Barrett Corp. (delisted) | NYSE:BBG | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.84 | 0.00 | 01:00:00 |
þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
|
|
to
|
|
Delaware
|
|
80-0000545
|
(State or other jurisdiction of
incorporation
or organization)
|
|
(IRS Employer
Identification No.)
|
Large accelerated filer
|
|
o
|
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Accelerated filer
|
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x
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Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
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|
Smaller reporting company
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|
o
|
|
|
|
|
Emerging growth company
|
|
o
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|
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Item 1.
|
3
|
|
|
Item 2.
|
26
|
|
|
Item 3.
|
38
|
|
|
Item 4.
|
38
|
|
|
|
|
|
|
|
|||
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|
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Item 1.
|
39
|
|
|
Item 1A.
|
39
|
|
|
Item 2.
|
39
|
|
|
Item 3.
|
39
|
|
|
Item 4.
|
40
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|
|
Item 5.
|
40
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|
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Item 6.
|
40
|
|
|
41
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(in thousands, except share data)
|
||||||
Assets:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
265,887
|
|
|
$
|
275,841
|
|
Accounts receivable, net of allowance for doubtful accounts
|
29,250
|
|
|
32,837
|
|
||
Derivative assets
|
14,046
|
|
|
8,398
|
|
||
Prepayments and other current assets
|
2,383
|
|
|
1,376
|
|
||
Total current assets
|
311,566
|
|
|
318,452
|
|
||
Property and equipment - at cost, successful efforts method for oil and gas properties:
|
|
|
|
||||
Proved oil and gas properties
|
1,595,425
|
|
|
1,539,373
|
|
||
Unproved oil and gas properties, excluded from amortization
|
63,076
|
|
|
58,830
|
|
||
Furniture, equipment and other
|
23,796
|
|
|
23,636
|
|
||
|
1,682,297
|
|
|
1,621,839
|
|
||
Accumulated depreciation, depletion, amortization and impairment
|
(597,219
|
)
|
|
(559,690
|
)
|
||
Total property and equipment, net
|
1,085,078
|
|
|
1,062,149
|
|
||
Deferred income tax asset
|
—
|
|
|
1,587
|
|
||
Derivative assets
|
1,939
|
|
|
—
|
|
||
Deferred financing costs and other noncurrent assets
|
3,161
|
|
|
3,153
|
|
||
Total
|
$
|
1,401,744
|
|
|
$
|
1,385,341
|
|
Liabilities and Stockholders' Equity:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
72,497
|
|
|
$
|
49,447
|
|
Amounts payable to oil and gas property owners
|
7,282
|
|
|
6,192
|
|
||
Production taxes payable
|
25,594
|
|
|
22,992
|
|
||
Derivative liabilities
|
—
|
|
|
4,346
|
|
||
Deferred income taxes
|
—
|
|
|
1,587
|
|
||
Current portion of long-term debt
|
1,037
|
|
|
454
|
|
||
Total current liabilities
|
106,410
|
|
|
85,018
|
|
||
Long-term debt, net of debt issuance costs
|
711,491
|
|
|
711,808
|
|
||
Asset retirement obligations
|
19,887
|
|
|
10,703
|
|
||
Derivatives and other noncurrent liabilities
|
4,735
|
|
|
6,269
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock, $0.001 par value; authorized 150,000,000 shares; 76,300,372 and 75,721,360 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively, with 1,597,512 and 1,325,714 shares subject to restrictions, respectively
|
75
|
|
|
74
|
|
||
Additional paid-in capital
|
1,115,098
|
|
|
1,113,797
|
|
||
Retained earnings (accumulated deficit)
|
(555,952
|
)
|
|
(542,328
|
)
|
||
Treasury stock, at cost: zero shares at March 31, 2017 and December 31, 2016
|
—
|
|
|
—
|
|
||
Total stockholders' equity
|
559,221
|
|
|
571,543
|
|
||
Total
|
$
|
1,401,744
|
|
|
$
|
1,385,341
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands, except share and per share data)
|
||||||
Operating Revenues:
|
|
|
|
||||
Oil, gas and NGL production
|
$
|
50,425
|
|
|
$
|
29,121
|
|
Other operating revenues
|
111
|
|
|
313
|
|
||
Total operating revenues
|
50,536
|
|
|
29,434
|
|
||
Operating Expenses:
|
|
|
|
||||
Lease operating expense
|
5,862
|
|
|
8,827
|
|
||
Gathering, transportation and processing expense
|
489
|
|
|
788
|
|
||
Production tax expense
|
322
|
|
|
(315
|
)
|
||
Exploration expense
|
27
|
|
|
27
|
|
||
Impairment, dry hole costs and abandonment expense
|
8,074
|
|
|
558
|
|
||
(Gain) loss on sale of properties
|
(92
|
)
|
|
—
|
|
||
Depreciation, depletion and amortization
|
38,340
|
|
|
42,016
|
|
||
Unused commitments
|
4,572
|
|
|
4,568
|
|
||
General and administrative expense
|
9,349
|
|
|
12,420
|
|
||
Other operating expenses, net
|
(573
|
)
|
|
—
|
|
||
Total operating expenses
|
66,370
|
|
|
68,889
|
|
||
Operating Income (Loss)
|
(15,834
|
)
|
|
(39,455
|
)
|
||
Other Income and Expense:
|
|
|
|
||||
Interest and other income
|
206
|
|
|
37
|
|
||
Interest expense
|
(13,951
|
)
|
|
(15,746
|
)
|
||
Commodity derivative gain (loss)
|
16,464
|
|
|
8,668
|
|
||
Total other income and expense
|
2,719
|
|
|
(7,041
|
)
|
||
Income (Loss) before Income Taxes
|
(13,115
|
)
|
|
(46,496
|
)
|
||
(Provision for) Benefit from Income Taxes
|
—
|
|
|
—
|
|
||
Net Income (Loss)
|
$
|
(13,115
|
)
|
|
$
|
(46,496
|
)
|
Net Income (Loss) Per Common Share, Basic
|
$
|
(0.18
|
)
|
|
$
|
(0.96
|
)
|
Net Income (Loss) Per Common Share, Diluted
|
$
|
(0.18
|
)
|
|
$
|
(0.96
|
)
|
Weighted Average Common Shares Outstanding, Basic
|
74,543,780
|
|
|
48,499,296
|
|
||
Weighted Average Common Shares Outstanding, Diluted
|
74,543,780
|
|
|
48,499,296
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Net Income (Loss)
|
$
|
(13,115
|
)
|
|
$
|
(46,496
|
)
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
||
Comprehensive Income (Loss)
|
$
|
(13,115
|
)
|
|
$
|
(46,496
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Operating Activities:
|
|
|
|
||||
Net Income (Loss)
|
$
|
(13,115
|
)
|
|
$
|
(46,496
|
)
|
Adjustments to reconcile to net cash provided by operations:
|
|
|
|
||||
Depreciation, depletion and amortization
|
38,340
|
|
|
42,016
|
|
||
Impairment, dry hole costs and abandonment expense
|
8,074
|
|
|
558
|
|
||
Commodity derivative (gain) loss
|
(16,464
|
)
|
|
(8,668
|
)
|
||
Settlements of commodity derivatives
|
3,632
|
|
|
32,962
|
|
||
Stock compensation and other non-cash charges
|
1,968
|
|
|
3,329
|
|
||
Amortization of deferred financing costs
|
558
|
|
|
639
|
|
||
(Gain) loss on sale of properties
|
(92
|
)
|
|
—
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
3,587
|
|
|
12,413
|
|
||
Prepayments and other assets
|
(1,047
|
)
|
|
(591
|
)
|
||
Accounts payable, accrued and other liabilities
|
8,965
|
|
|
12,253
|
|
||
Amounts payable to oil and gas property owners
|
1,090
|
|
|
(4,036
|
)
|
||
Production taxes payable
|
2,602
|
|
|
(3,864
|
)
|
||
Net cash provided by (used in) operating activities
|
38,098
|
|
|
40,515
|
|
||
Investing Activities:
|
|
|
|
||||
Additions to oil and gas properties, including acquisitions
|
(57,963
|
)
|
|
(61,261
|
)
|
||
Additions of furniture, equipment and other
|
(11
|
)
|
|
(782
|
)
|
||
Proceeds from sale of properties and other investing activities
|
11,225
|
|
|
(1,238
|
)
|
||
Net cash provided by (used in) investing activities
|
(46,749
|
)
|
|
(63,281
|
)
|
||
Financing Activities:
|
|
|
|
||||
Principal payments on debt
|
(112
|
)
|
|
(109
|
)
|
||
Proceeds from sale of common stock, net of offering costs
|
(224
|
)
|
|
—
|
|
||
Deferred financing costs and other
|
(967
|
)
|
|
(398
|
)
|
||
Net cash provided by (used in) financing activities
|
(1,303
|
)
|
|
(507
|
)
|
||
Increase (Decrease) in Cash and Cash Equivalents
|
(9,954
|
)
|
|
(23,273
|
)
|
||
Beginning Cash and Cash Equivalents
|
275,841
|
|
|
128,836
|
|
||
Ending Cash and Cash Equivalents
|
$
|
265,887
|
|
|
$
|
105,563
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Treasury
Stock
|
|
Total
Stockholders' Equity |
||||||||||
Balance at December 31, 2015
|
$
|
48
|
|
|
$
|
921,318
|
|
|
$
|
(371,950
|
)
|
|
$
|
—
|
|
|
$
|
549,416
|
|
Exercise of options, restricted stock activity and shares exchanged for exercise and tax withholding
|
1
|
|
|
—
|
|
|
—
|
|
|
(1,114
|
)
|
|
(1,113
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
9,455
|
|
|
—
|
|
|
—
|
|
|
9,455
|
|
|||||
Retirement of treasury stock
|
—
|
|
|
(1,114
|
)
|
|
—
|
|
|
1,114
|
|
|
—
|
|
|||||
Exchange of senior notes for shares of common stock
|
10
|
|
|
74,390
|
|
|
—
|
|
|
—
|
|
|
74,400
|
|
|||||
Issuance of common stock, net of offering costs
|
15
|
|
|
109,748
|
|
|
—
|
|
|
—
|
|
|
109,763
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(170,378
|
)
|
|
—
|
|
|
(170,378
|
)
|
|||||
Balance at December 31, 2016
|
74
|
|
|
1,113,797
|
|
|
(542,328
|
)
|
|
—
|
|
|
571,543
|
|
|||||
Cumulative effect of accounting change
(1)
|
—
|
|
|
180
|
|
|
(509
|
)
|
|
—
|
|
|
(329
|
)
|
|||||
Exercise of options, restricted stock activity and shares exchanged for exercise and tax withholding
|
1
|
|
|
—
|
|
|
—
|
|
|
(967
|
)
|
|
(966
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
2,088
|
|
|
—
|
|
|
—
|
|
|
2,088
|
|
|||||
Retirement of treasury stock
|
—
|
|
|
(967
|
)
|
|
—
|
|
|
967
|
|
|
—
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(13,115
|
)
|
|
—
|
|
|
(13,115
|
)
|
|||||
Balance at March 31, 2017
|
$
|
75
|
|
|
$
|
1,115,098
|
|
|
$
|
(555,952
|
)
|
|
$
|
—
|
|
|
$
|
559,221
|
|
(1)
|
Cumulative effect of accounting change relates to the adoption of Accounting Standards Update 2016-09. See Note 2 of the Consolidated Financial Statements for further detail on the adoption of this accounting standard.
|
|
As of March 31, 2017
|
|
As of December 31, 2016
|
||||
|
(in thousands)
|
||||||
Accrued oil, gas and NGL sales
|
$
|
19,675
|
|
|
$
|
26,542
|
|
Due from joint interest owners
|
9,793
|
|
|
4,366
|
|
||
Other
|
41
|
|
|
1,952
|
|
||
Allowance for doubtful accounts
|
(259
|
)
|
|
(23
|
)
|
||
Total accounts receivable
|
$
|
29,250
|
|
|
$
|
32,837
|
|
|
As of March 31, 2017
|
|
As of December 31, 2016
|
||||
|
(in thousands)
|
||||||
Proved properties
|
$
|
316,396
|
|
|
$
|
306,075
|
|
Wells and related equipment and facilities
|
1,209,817
|
|
|
1,164,354
|
|
||
Support equipment and facilities
|
63,252
|
|
|
63,238
|
|
||
Materials and supplies
|
5,960
|
|
|
5,706
|
|
||
Total proved oil and gas properties
|
$
|
1,595,425
|
|
|
$
|
1,539,373
|
|
Unproved properties
|
32,284
|
|
|
27,790
|
|
||
Wells and facilities in progress
|
30,792
|
|
|
31,040
|
|
||
Total unproved oil and gas properties, excluded from amortization
|
$
|
63,076
|
|
|
$
|
58,830
|
|
Accumulated depreciation, depletion, amortization and impairment
|
(580,319
|
)
|
|
(543,154
|
)
|
||
Total oil and gas properties, net
|
$
|
1,078,182
|
|
|
$
|
1,055,049
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Non-cash impairment of unproved oil and gas properties
|
$
|
8,010
|
|
(1)
|
$
|
183
|
|
Dry hole costs
|
2
|
|
|
57
|
|
||
Abandonment expense and lease expirations
|
62
|
|
|
318
|
|
||
Total non-cash impairment, dry hole costs and abandonment expense
|
$
|
8,074
|
|
|
$
|
558
|
|
(1)
|
The Company recognized impairment related to unproved oil and gas properties in the Cottonwood Gulch area of the Piceance Basin. The Company has no current plan to develop this acreage.
|
|
As of March 31, 2017
|
|
As of December 31, 2016
|
||||
|
(in thousands)
|
||||||
Accrued drilling, completion and facility costs
|
$
|
25,268
|
|
|
$
|
15,594
|
|
Accrued lease operating, gathering, transportation and processing expenses
|
4,297
|
|
|
4,261
|
|
||
Accrued general and administrative expenses
|
3,165
|
|
|
6,375
|
|
||
Accrued interest payable
|
25,225
|
|
|
12,264
|
|
||
Trade payables
|
12,036
|
|
|
7,900
|
|
||
Other
|
2,506
|
|
|
3,053
|
|
||
Total accounts payable and accrued liabilities
|
$
|
72,497
|
|
|
$
|
49,447
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands, except per share amounts)
|
||||||
Net income (loss)
|
$
|
(13,115
|
)
|
|
$
|
(46,496
|
)
|
Basic weighted-average common shares outstanding in period
|
74,544
|
|
|
48,499
|
|
||
Diluted weighted-average common shares outstanding in period
|
74,544
|
|
|
48,499
|
|
||
Basic net income (loss) per common share
|
$
|
(0.18
|
)
|
|
$
|
(0.96
|
)
|
Diluted net income (loss) per common share
|
$
|
(0.18
|
)
|
|
$
|
(0.96
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Cash paid for interest
|
$
|
430
|
|
|
$
|
480
|
|
Cash paid for income taxes
|
—
|
|
|
—
|
|
||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
||||
Accrued liabilities - oil and gas properties
|
36,976
|
|
|
17,518
|
|
||
Change in asset retirement obligations, net of disposals
|
9,395
|
|
|
(60
|
)
|
||
Retirement of treasury stock
|
(967
|
)
|
|
(384
|
)
|
||
Fair value of properties exchanged in non-cash transactions
|
11,790
|
|
|
—
|
|
|
|
As of March 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
|
Maturity Date
|
Principal
|
|
Debt Issuance Costs
|
|
Carrying
Amount
|
|
Principal
|
|
Debt Issuance Costs
|
|
Carrying
Amount
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Amended Credit Facility
|
April 9, 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
(1)(2)
|
March 15, 2028
|
579
|
|
|
—
|
|
|
579
|
|
|
579
|
|
|
—
|
|
|
579
|
|
||||||
7.625% Senior Notes
(3)
|
October 1, 2019
|
315,300
|
|
|
(1,972
|
)
|
|
313,328
|
|
|
315,300
|
|
|
(2,169
|
)
|
|
313,131
|
|
||||||
7.0% Senior Notes
(4)
|
October 15, 2022
|
400,000
|
|
|
(4,046
|
)
|
|
395,954
|
|
|
400,000
|
|
|
(4,227
|
)
|
|
395,773
|
|
||||||
Lease Financing Obligation
(5)
|
August 10, 2020
|
2,670
|
|
|
(3
|
)
|
|
2,667
|
|
|
2,782
|
|
|
(3
|
)
|
|
2,779
|
|
||||||
Total Debt
|
|
$
|
718,549
|
|
|
$
|
(6,021
|
)
|
|
$
|
712,528
|
|
|
$
|
718,661
|
|
|
$
|
(6,399
|
)
|
|
$
|
712,262
|
|
Less: Current Portion of Long-Term Debt
(6)
|
|
1,037
|
|
|
—
|
|
|
1,037
|
|
|
454
|
|
|
—
|
|
|
454
|
|
||||||
Total Long-Term Debt
|
|
$
|
717,512
|
|
|
$
|
(6,021
|
)
|
|
$
|
711,491
|
|
|
$
|
718,207
|
|
|
$
|
(6,399
|
)
|
|
$
|
711,808
|
|
(1)
|
The aggregate estimated fair value of the Convertible Notes was approximately
$0.5 million
as of both
March 31, 2017
and
December 31, 2016
based on reported market trades of these instruments.
|
(2)
|
The Company has the right at any time, with at least 30 days' notice, to call the remaining Convertible Notes, and the holders have the right to require the Company to purchase the notes on each of March 20, 2018 and March 20, 2023.
|
(3)
|
The aggregate estimated fair value of the
7.625%
Senior Notes was approximately
$312.9 million
and
$314.5 million
as of
March 31, 2017
and
December 31, 2016
, respectively, based on reported market trades of these instruments.
|
(4)
|
The aggregate estimated fair value of the
7.0%
Senior Notes was approximately
$379.5 million
and
$384.5 million
as of
March 31, 2017
and
December 31, 2016
, respectively, based on reported market trades of these instruments.
|
(5)
|
The aggregate estimated fair value of the Lease Financing Obligation was approximately
$2.5 million
and
$2.6 million
as of
March 31, 2017
and
December 31, 2016
, respectively. As there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.
|
(6)
|
The current portion of long-term debt as of
March 31, 2017
includes the current portion of the Lease Financing Obligation and the principal amount of the Convertible Notes, as the holders may require the Company to purchase the Convertible Notes on March 20, 2018. The current portion of long-term debt as of
December 31, 2016
includes the current portion of the Lease Financing Obligation.
|
As of December 31, 2016
|
$
|
11,238
|
|
Liabilities incurred
(1)
|
8,963
|
|
|
Liabilities settled
|
(3
|
)
|
|
Accretion expense
|
224
|
|
|
Revisions to estimate
|
435
|
|
|
As of March 31, 2017
|
$
|
20,857
|
|
Less: current asset retirement obligations
|
970
|
|
|
Long-term asset retirement obligations
|
$
|
19,887
|
|
(1)
|
Includes
$8.7 million
associated with properties acquired in the DJ Basin during the three months ended March 31, 2017. See Note 4 for additional information regarding this acquisition.
|
|
As of March 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(1)
|
$
|
180,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
180,113
|
|
Deferred compensation plan
(1)
|
1,597
|
|
|
—
|
|
|
—
|
|
|
1,597
|
|
||||
Commodity derivatives
(1)
|
—
|
|
|
17,313
|
|
|
—
|
|
|
17,313
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
(1)
|
$
|
—
|
|
|
$
|
1,328
|
|
|
$
|
—
|
|
|
$
|
1,328
|
|
Unproved oil and gas properties
(2)
|
—
|
|
|
—
|
|
|
1,088
|
|
|
1,088
|
|
(1)
|
This represents a financial asset or liability that is measured at fair value on a recurring basis.
|
(2)
|
This represents a non-financial asset or liability that is measured at fair value on a nonrecurring basis.
|
|
As of December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(1)
|
$
|
40,115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,115
|
|
Deferred compensation plan
(1)
|
1,447
|
|
|
—
|
|
|
—
|
|
|
1,447
|
|
||||
Commodity derivatives
(1)
|
—
|
|
|
13,156
|
|
|
—
|
|
|
13,156
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
(1)
|
$
|
—
|
|
|
$
|
10,003
|
|
|
$
|
—
|
|
|
$
|
10,003
|
|
(1)
|
This represents a financial asset or liability that is measured at fair value on a recurring basis.
|
|
As of March 31, 2017
|
|
||||||||||
Balance Sheet
|
Gross Amounts of
Recognized Assets
|
|
Gross Amounts
Offset in the Balance
Sheet
|
|
Net Amounts of Assets Presented in the
Balance Sheet
|
|
||||||
|
(in thousands)
|
|
||||||||||
Derivative assets (current)
|
$
|
15,331
|
|
|
$
|
(1,285
|
)
|
(1)
|
$
|
14,046
|
|
|
Derivative assets (noncurrent)
|
1,982
|
|
|
(43
|
)
|
(1)
|
1,939
|
|
|
|||
Total derivative assets
|
$
|
17,313
|
|
|
$
|
(1,328
|
)
|
|
$
|
15,985
|
|
|
|
Gross Amounts of
Recognized Liabilities
|
|
Gross Amounts
Offset in the Balance
Sheet
|
|
Net Amounts of Liabilities Presented in
the Balance Sheet
|
|
||||||
|
(in thousands)
|
|
||||||||||
Derivative liabilities
|
$
|
(1,285
|
)
|
|
$
|
1,285
|
|
(1)
|
$
|
—
|
|
|
Derivatives and other noncurrent liabilities
|
(43
|
)
|
|
43
|
|
(1)
|
—
|
|
(2)
|
|||
Total derivative liabilities
|
$
|
(1,328
|
)
|
|
$
|
1,328
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||
|
As of December 31, 2016
|
|
||||||||||
Balance Sheet
|
Gross Amounts of
Recognized Assets
|
|
Gross Amounts
Offset in the Balance
Sheet
|
|
Net Amounts of Assets Presented in the
Balance Sheet
|
|
||||||
|
(in thousands)
|
|
||||||||||
Derivative assets (current)
|
$
|
13,156
|
|
|
$
|
(4,758
|
)
|
(1)
|
$
|
8,398
|
|
|
Derivative assets (noncurrent)
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Total derivative assets
|
$
|
13,156
|
|
|
$
|
(4,758
|
)
|
|
$
|
8,398
|
|
|
|
Gross Amounts of
Recognized
Derivative
Liabilities
|
|
Gross Amounts
Offset in the Balance
Sheet
|
|
Net Amounts of Derivative
Liabilities Presented in
the Balance Sheet
|
|
||||||
|
(in thousands)
|
|
||||||||||
Derivative liabilities
|
$
|
(9,104
|
)
|
|
$
|
4,758
|
|
(1)
|
$
|
(4,346
|
)
|
|
Derivatives and other noncurrent liabilities
|
(899
|
)
|
|
—
|
|
|
(899
|
)
|
(2)
|
|||
Total derivative liabilities
|
$
|
(10,003
|
)
|
|
$
|
4,758
|
|
|
$
|
(5,245
|
)
|
|
(1)
|
Asset and liability balances with the same counterparty are presented as a net asset or liability on the Unaudited Consolidated Balance Sheets.
|
(2)
|
As of
March 31, 2017
and
December 31, 2016
, this line item on the Unaudited Consolidated Balance Sheet included
$4.7 million
and
$5.4 million
, respectively, of other noncurrent liabilities.
|
|
April – December 2017
|
|
For the year 2018
|
||||||||||
|
Derivative
Volumes |
|
Weighted Average Price
|
|
Derivative Volumes
|
|
Weighted Average Price
|
||||||
Oil (Bbls)
|
1,913,875
|
|
|
$
|
58.56
|
|
|
954,750
|
|
|
$
|
55.00
|
|
Natural Gas (MMbtu)
|
2,750,000
|
|
|
$
|
2.96
|
|
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Common stock options
(1)
|
$
|
—
|
|
|
$
|
69
|
|
Nonvested common stock
(1)
|
1,450
|
|
|
2,404
|
|
||
Nonvested common stock units
(1)
|
170
|
|
|
290
|
|
||
Nonvested performance-based shares
(1)
|
469
|
|
|
678
|
|
||
Nonvested performance cash units
(2)(3)
|
(961
|
)
|
|
485
|
|
||
Total
|
$
|
1,128
|
|
|
$
|
3,926
|
|
(1)
|
Unrecognized compensation cost as of
March 31, 2017
was
$9.7 million
, which related to grants of nonvested shares of common stock that are expected to be recognized over a weighted-average period of
2.0 years
.
|
(2)
|
The nonvested performance-based cash units are accounted for as liability awards with
$2.3 million
and
$2.9 million
in derivatives and other noncurrent liabilities in the Unaudited Consolidated Balance Sheets as of
March 31, 2017
and
December 31, 2016
, respectively.
|
(3)
|
Liability awards are fair valued at each reporting date. The weighted average fair value share price decreased from
$8.89
as of December 31, 2016 to
$4.55
as of March 31, 2017.
|
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||||
Equity Awards
|
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value Per Share |
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value Per Share |
||||||
Nonvested common stock
|
|
749,227
|
|
|
$
|
6.10
|
|
|
686,500
|
|
|
$
|
5.11
|
|
Nonvested common stock units
|
|
3,571
|
|
|
$
|
4.55
|
|
|
3,014
|
|
|
$
|
6.22
|
|
Total granted
|
|
752,798
|
|
|
|
|
689,514
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||||
Cash Awards
|
|
Number of
Units |
|
Fair Value
Per Unit
|
|
Number of
Units |
|
Fair Value
Per Unit
|
||||||
Nonvested performance cash units
|
|
633,141
|
|
|
$
|
4.55
|
|
|
646,572
|
|
|
$
|
6.22
|
|
|
As of March 31, 2017
|
||
|
(in thousands)
|
||
2017
|
$
|
403
|
|
2018
|
537
|
|
|
2019
|
1,825
|
|
|
Total
|
$
|
2,765
|
|
|
As of March 31, 2017
|
||
|
(in thousands)
|
||
2017
|
$
|
14,018
|
|
2018
|
18,691
|
|
|
2019
|
18,691
|
|
|
2020
|
18,691
|
|
|
2021
|
10,902
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
80,993
|
|
|
As of March 31, 2017
|
||
|
(in thousands)
|
||
2017
|
$
|
2,547
|
|
2018
|
2,942
|
|
|
2019
|
972
|
|
|
2020
|
71
|
|
|
2021
|
6
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
6,538
|
|
|
As of March 31, 2017
|
||||||||||||||
|
Parent
Issuer |
|
Guarantor
Subsidiaries |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Current assets
|
$
|
311,454
|
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
311,566
|
|
Property and equipment, net
|
1,079,424
|
|
|
5,654
|
|
|
—
|
|
|
1,085,078
|
|
||||
Intercompany receivable
|
20,510
|
|
|
—
|
|
|
(20,510
|
)
|
|
—
|
|
||||
Investment in subsidiaries
|
(14,803
|
)
|
|
—
|
|
|
14,803
|
|
|
—
|
|
||||
Noncurrent assets
|
5,100
|
|
|
—
|
|
|
—
|
|
|
5,100
|
|
||||
Total assets
|
$
|
1,401,685
|
|
|
$
|
5,766
|
|
|
$
|
(5,707
|
)
|
|
$
|
1,401,744
|
|
Liabilities and Stockholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
106,410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106,410
|
|
Intercompany payable
|
—
|
|
|
20,510
|
|
|
(20,510
|
)
|
|
—
|
|
||||
Long-term debt
|
711,491
|
|
|
—
|
|
|
—
|
|
|
711,491
|
|
||||
Other noncurrent liabilities
|
24,563
|
|
|
59
|
|
|
—
|
|
|
24,622
|
|
||||
Stockholders' equity
|
559,221
|
|
|
(14,803
|
)
|
|
14,803
|
|
|
559,221
|
|
||||
Total liabilities and stockholders' equity
|
$
|
1,401,685
|
|
|
$
|
5,766
|
|
|
$
|
(5,707
|
)
|
|
$
|
1,401,744
|
|
|
As of December 31, 2016
|
||||||||||||||
|
Parent
Issuer |
|
Guarantor
Subsidiaries |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Current assets
|
$
|
318,274
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
318,452
|
|
Property and equipment, net
|
1,056,343
|
|
|
5,806
|
|
|
—
|
|
|
1,062,149
|
|
||||
Intercompany receivable
|
20,678
|
|
|
—
|
|
|
(20,678
|
)
|
|
—
|
|
||||
Investment in subsidiaries
|
(14,751
|
)
|
|
—
|
|
|
14,751
|
|
|
—
|
|
||||
Noncurrent assets
|
4,740
|
|
|
—
|
|
|
—
|
|
|
4,740
|
|
||||
Total assets
|
$
|
1,385,284
|
|
|
$
|
5,984
|
|
|
$
|
(5,927
|
)
|
|
$
|
1,385,341
|
|
Liabilities and Stockholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
85,018
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,018
|
|
Intercompany payable
|
—
|
|
|
20,678
|
|
|
(20,678
|
)
|
|
—
|
|
||||
Long-term debt
|
711,808
|
|
|
—
|
|
|
—
|
|
|
711,808
|
|
||||
Other noncurrent liabilities
|
16,915
|
|
|
57
|
|
|
—
|
|
|
16,972
|
|
||||
Stockholders' equity
|
571,543
|
|
|
(14,751
|
)
|
|
14,751
|
|
|
571,543
|
|
||||
Total liabilities and stockholders' equity
|
$
|
1,385,284
|
|
|
$
|
5,984
|
|
|
$
|
(5,927
|
)
|
|
$
|
1,385,341
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Parent
Issuer |
|
Guarantor
Subsidiaries |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Operating and other revenues
|
$
|
50,425
|
|
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
50,536
|
|
Operating expenses
|
(56,858
|
)
|
|
(163
|
)
|
|
—
|
|
|
(57,021
|
)
|
||||
General and administrative
|
(9,349
|
)
|
|
—
|
|
|
—
|
|
|
(9,349
|
)
|
||||
Interest income and other income (expense)
|
2,719
|
|
|
—
|
|
|
—
|
|
|
2,719
|
|
||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(13,063
|
)
|
|
(52
|
)
|
|
—
|
|
|
(13,115
|
)
|
||||
(Provision for) benefit from income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity in earnings (loss) of subsidiaries
|
(52
|
)
|
|
—
|
|
|
52
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(13,115
|
)
|
|
$
|
(52
|
)
|
|
$
|
52
|
|
|
$
|
(13,115
|
)
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
Parent
Issuer |
|
Guarantor
Subsidiaries |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Operating and other revenues
|
$
|
29,266
|
|
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
29,434
|
|
Operating expenses
|
(56,305
|
)
|
|
(164
|
)
|
|
—
|
|
|
(56,469
|
)
|
||||
General and administrative
|
(12,420
|
)
|
|
—
|
|
|
—
|
|
|
(12,420
|
)
|
||||
Interest and other income (expense)
|
(7,041
|
)
|
|
—
|
|
|
—
|
|
|
(7,041
|
)
|
||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(46,500
|
)
|
|
4
|
|
|
—
|
|
|
(46,496
|
)
|
||||
(Provision for) benefit from income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity in earnings (loss) of subsidiaries
|
4
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Net income (loss)
|
$
|
(46,496
|
)
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
$
|
(46,496
|
)
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Parent
Issuer
|
|
Guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Net income (loss)
|
$
|
(13,115
|
)
|
|
$
|
(52
|
)
|
|
$
|
52
|
|
|
$
|
(13,115
|
)
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive income (loss)
|
$
|
(13,115
|
)
|
|
$
|
(52
|
)
|
|
$
|
52
|
|
|
$
|
(13,115
|
)
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
Parent
Issuer
|
|
Guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Net income (loss)
|
$
|
(46,496
|
)
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
$
|
(46,496
|
)
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive income (loss)
|
$
|
(46,496
|
)
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
$
|
(46,496
|
)
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Parent
Issuer
|
|
Guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash flows from operating activities
|
$
|
37,930
|
|
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
38,098
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Additions to oil and gas properties, including acquisitions
|
(57,963
|
)
|
|
—
|
|
|
—
|
|
|
(57,963
|
)
|
||||
Additions to furniture, fixtures and other
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
Proceeds from sale of properties and other investing activities
|
11,225
|
|
|
—
|
|
|
—
|
|
|
11,225
|
|
||||
Intercompany transfers
|
168
|
|
|
—
|
|
|
(168
|
)
|
|
—
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Principal payments on debt
|
(112
|
)
|
|
—
|
|
|
—
|
|
|
(112
|
)
|
||||
Proceeds from sale of common stock, net of offering costs
|
(224
|
)
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
||||
Intercompany transfers
|
—
|
|
|
(168
|
)
|
|
168
|
|
|
—
|
|
||||
Other financing activities
|
(967
|
)
|
|
—
|
|
|
—
|
|
|
(967
|
)
|
||||
Change in cash and cash equivalents
|
(9,954
|
)
|
|
—
|
|
|
—
|
|
|
(9,954
|
)
|
||||
Beginning cash and cash equivalents
|
275,841
|
|
|
—
|
|
|
—
|
|
|
275,841
|
|
||||
Ending cash and cash equivalents
|
$
|
265,887
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
265,887
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
Parent
Issuer
|
|
Guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash flows from operating activities
|
$
|
40,419
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
40,515
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Additions to oil and gas properties, including acquisitions
|
(61,261
|
)
|
|
—
|
|
|
—
|
|
|
(61,261
|
)
|
||||
Additions to furniture, fixtures and other
|
(782
|
)
|
|
—
|
|
|
—
|
|
|
(782
|
)
|
||||
Proceeds from sale of properties and other investing activities
|
(1,238
|
)
|
|
—
|
|
|
—
|
|
|
(1,238
|
)
|
||||
Intercompany transfers
|
96
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Principal payments on debt
|
(109
|
)
|
|
—
|
|
|
—
|
|
|
(109
|
)
|
||||
Intercompany transfers
|
—
|
|
|
(96
|
)
|
|
96
|
|
|
—
|
|
||||
Other financing activities
|
(398
|
)
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
||||
Change in cash and cash equivalents
|
(23,273
|
)
|
|
—
|
|
|
—
|
|
|
(23,273
|
)
|
||||
Beginning cash and cash equivalents
|
128,836
|
|
|
—
|
|
|
—
|
|
|
128,836
|
|
||||
Ending cash and cash equivalents
|
$
|
105,563
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105,563
|
|
•
|
potential failure to achieve expected production from existing and future exploration or development projects or acquisitions;
|
•
|
volatility of market prices received for oil, natural gas and natural gas liquids ("NGLs"), and the risk of a prolonged period of depressed prices;
|
•
|
reduction of proved undeveloped reserves due to failure to develop within the five-year development window defined by the Securities and Exchange Commission;
|
•
|
derivative and hedging activities;
|
•
|
legislative, judicial or regulatory changes including initiatives to impose standard setbacks from occupied structures and other sensitive areas, initiatives to give local governmental authorities the ability to further regulate or to ban oil and gas development activities within their boundaries, and initiatives related to drilling and completion techniques such as hydraulic fracturing;
|
•
|
solely operating in the Rocky Mountain region;
|
•
|
compliance with environmental and other regulations;
|
•
|
economic and competitive conditions;
|
•
|
occurrence of property divestitures or acquisitions;
|
•
|
possible inability to complete planned dispositions;
|
•
|
costs and availability of third party facilities for gathering, processing, refining and transportation;
|
•
|
future processing volumes and pipeline throughput;
|
•
|
impact of health and safety issues on operations;
|
•
|
operational risks, including industrial accidents and natural disasters;
|
•
|
reductions in the borrowing base under our amended revolving credit facility (the "Amended Credit Facility");
|
•
|
debt and equity market conditions and availability of capital;
|
•
|
ability to receive drilling and other permits, regulatory approvals and required surface access and rights of way;
|
•
|
higher than expected costs and expenses including production, drilling and well equipment costs;
|
•
|
declines in the values of our oil and natural gas properties resulting in impairments;
|
•
|
changes in estimates of proved reserves;
|
•
|
the potential for production decline rates from our wells, or drilling and related costs, to be greater than we expect;
|
•
|
ability to replace natural production declines with acquisitions, new drilling or recompletion activities;
|
•
|
exploration risks such as drilling unsuccessful wells;
|
•
|
capital expenditures and contractual obligations;
|
•
|
liabilities resulting from litigation concerning alleged damages related to environmental issues, pollution, contamination, personal injury, royalties, marketing, title to properties, validity of leases, or other matters that may not be covered by an effective indemnity or insurance;
|
•
|
changes in tax laws and statutory tax rates; and
|
•
|
other uncertainties, including those factors discussed below and in our Annual Report on Form 10-K for the year ended
December 31, 2016
under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" and in Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q, all of which are difficult to predict.
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
2017
|
|
2016
|
|
Amount
|
|
Percent
|
||||||||
($ in thousands, except per unit data)
|
||||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
|
|||||||
Oil, gas and NGL production
|
$
|
50,425
|
|
|
$
|
29,121
|
|
|
$
|
21,304
|
|
|
73
|
%
|
Other operating revenues
|
111
|
|
|
313
|
|
|
(202
|
)
|
|
(65
|
)%
|
|||
Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Lease operating expense
|
5,862
|
|
|
8,827
|
|
|
(2,965
|
)
|
|
(34
|
)%
|
|||
Gathering, transportation and processing expense
|
489
|
|
|
788
|
|
|
(299
|
)
|
|
(38
|
)%
|
|||
Production tax expense
|
322
|
|
|
(315
|
)
|
|
637
|
|
|
202
|
%
|
|||
Exploration expense
|
27
|
|
|
27
|
|
|
—
|
|
|
—
|
%
|
|||
Impairment, dry hole costs and abandonment expense
|
8,074
|
|
|
558
|
|
|
7,516
|
|
|
*nm
|
|
|||
(Gain) loss on sale of properties
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
|
*nm
|
|
|||
Depreciation, depletion and amortization
|
38,340
|
|
|
42,016
|
|
|
(3,676
|
)
|
|
(9
|
)%
|
|||
Unused commitments
|
4,572
|
|
|
4,568
|
|
|
4
|
|
|
—
|
%
|
|||
General and administrative expense
(1)
|
9,349
|
|
|
12,420
|
|
|
(3,071
|
)
|
|
(25
|
)%
|
|||
Other operating expenses, net
|
(573
|
)
|
|
—
|
|
|
(573
|
)
|
|
*nm
|
|
|||
Total operating expenses
|
$
|
66,370
|
|
|
$
|
68,889
|
|
|
$
|
(2,519
|
)
|
|
(4
|
)%
|
Production Data:
|
|
|
|
|
|
|
|
|||||||
Oil (MBbls)
|
825
|
|
|
886
|
|
|
(61
|
)
|
|
(7
|
)%
|
|||
Natural gas (MMcf)
|
1,890
|
|
|
1,626
|
|
|
264
|
|
|
16
|
%
|
|||
NGLs (MBbls)
|
293
|
|
|
210
|
|
|
83
|
|
|
40
|
%
|
|||
Combined volumes (MBoe)
|
1,433
|
|
|
1,367
|
|
|
66
|
|
|
5
|
%
|
|||
Daily combined volumes (Boe/d)
|
15,922
|
|
|
15,022
|
|
|
900
|
|
|
6
|
%
|
|||
Average Realized Prices Before Hedging:
|
|
|
|
|
|
|
|
|||||||
Oil (per Bbl)
|
$
|
47.92
|
|
|
$
|
27.60
|
|
|
$
|
20.32
|
|
|
74
|
%
|
Natural gas (per Mcf)
|
2.66
|
|
|
1.66
|
|
|
1.00
|
|
|
60
|
%
|
|||
NGLs (per Bbl)
|
20.04
|
|
|
9.43
|
|
|
10.61
|
|
|
113
|
%
|
|||
Combined (per Boe)
|
35.18
|
|
|
21.30
|
|
|
13.88
|
|
|
65
|
%
|
|||
Average Realized Prices with Hedging:
|
|
|
|
|
|
|
|
|||||||
Oil (per Bbl)
|
$
|
52.41
|
|
|
$
|
63.69
|
|
|
$
|
(11.28
|
)
|
|
(18
|
)%
|
Natural gas (per Mcf)
|
2.62
|
|
|
2.26
|
|
|
0.36
|
|
|
16
|
%
|
|||
NGLs (per Bbl)
|
20.04
|
|
|
9.43
|
|
|
10.61
|
|
|
113
|
%
|
|||
Combined (per Boe)
|
37.71
|
|
|
45.42
|
|
|
(7.71
|
)
|
|
(17
|
)%
|
|||
Average Costs (per Boe):
|
|
|
|
|
|
|
|
|||||||
Lease operating expense
|
$
|
4.09
|
|
|
$
|
6.46
|
|
|
$
|
(2.37
|
)
|
|
(37
|
)%
|
Gathering, transportation and processing expense
|
0.34
|
|
|
0.58
|
|
|
(0.24
|
)
|
|
(41
|
)%
|
|||
Production tax expense
|
0.22
|
|
|
(0.23
|
)
|
|
0.45
|
|
|
196
|
%
|
|||
Depreciation, depletion and amortization
|
26.76
|
|
|
30.74
|
|
|
(3.98
|
)
|
|
(13
|
)%
|
|||
General and administrative expense
(1)
|
6.52
|
|
|
9.09
|
|
|
(2.57
|
)
|
|
(28
|
)%
|
*
|
Not meaningful.
|
(1)
|
Included in general and administrative expense is long-term cash and equity incentive compensation of
$1.1 million
(or
$0.79
per Boe) and
$3.9 million
(or
$2.87
per Boe) for the
three
months ended
March 31, 2017
and
2016
, respectively.
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
|
% Increase (Decrease)
|
|||||||||||||||||||||
|
Oil
|
NGL
|
Natural
Gas |
Total
|
|
Oil
|
NGL
|
Natural
Gas |
Total
|
|
Oil
|
NGL
|
Natural
Gas |
Total
|
||||||||||||
|
(MBbls)
|
(MBbls)
|
(MMcf)
|
(MBoe)
|
|
(MBbls)
|
(MBbls)
|
(MMcf)
|
(MBoe)
|
|
(MBbls)
|
(MBbls)
|
(MMcf)
|
(MBoe)
|
||||||||||||
DJ Basin
|
679
|
|
291
|
|
1,842
|
|
1,277
|
|
|
638
|
|
198
|
|
1,356
|
|
1,062
|
|
|
6
|
%
|
47
|
%
|
36
|
%
|
20
|
%
|
Uinta Oil Program
|
145
|
|
1
|
|
48
|
|
154
|
|
|
247
|
|
12
|
|
270
|
|
304
|
|
|
(41
|
)%
|
(92
|
)%
|
(82
|
)%
|
(49
|
)%
|
Other
|
1
|
|
1
|
|
—
|
|
2
|
|
|
1
|
|
—
|
|
—
|
|
1
|
|
|
—
|
%
|
*nm
|
|
*nm
|
|
100
|
%
|
Total
|
825
|
|
293
|
|
1,890
|
|
1,433
|
|
|
886
|
|
210
|
|
1,626
|
|
1,367
|
|
|
(7
|
)%
|
40
|
%
|
16
|
%
|
5
|
%
|
*
|
Not meaningful.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Non-cash impairment of unproved oil and gas properties
|
$
|
8,010
|
|
(1)
|
$
|
183
|
|
Dry hole expense
|
2
|
|
|
57
|
|
||
Abandonment expense
|
62
|
|
|
318
|
|
||
Total non-cash impairment, dry hole costs and abandonment expense
|
$
|
8,074
|
|
|
$
|
558
|
|
(1)
|
The Company recognized an impairment related to unproved oil and gas properties in the Cottonwood Gulch area of the Piceance Basin. The Company has no current plan to develop this acreage.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Stock options and nonvested common stock
|
$
|
1,919
|
|
|
$
|
3,151
|
|
Nonvested common stock units
|
170
|
|
|
290
|
|
||
Performance cash units
(1)(2)
|
(961
|
)
|
|
485
|
|
||
Total
|
$
|
1,128
|
|
|
$
|
3,926
|
|
(1)
|
The performance cash units will be settled in cash for the performance metrics that are met.
|
(2)
|
The performance cash units are accounted for as liability awards and fair valued at each reporting date. The weighted average fair value share price decreased from $8.89 as of December 31, 2016 to $4.55 as of March 31, 2017.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Realized gain (loss) on derivatives
(1)
|
$
|
3,632
|
|
|
$
|
32,962
|
|
Prior year unrealized (gain) loss transferred to realized (gain) loss
(1)
|
(1,377
|
)
|
|
(29,486
|
)
|
||
Unrealized gain (loss) on derivatives
(1)
|
14,209
|
|
|
5,192
|
|
||
Total commodity derivative gain (loss)
|
$
|
16,464
|
|
|
$
|
8,668
|
|
(1)
|
Realized and unrealized gains and losses on commodity derivatives are presented in the table as separate line items but are combined for a total commodity derivative gain (loss) in the Unaudited Consolidated Statements of Operations. This separate presentation is a non-GAAP measure. Management believes the separate presentation of the realized and unrealized commodity derivative gains and losses is useful because the realized cash settlement portion provides a better understanding of our hedge position. We also believe that this disclosure allows for a more accurate comparison to our peers.
|
Contract
|
Total
Hedged
Volumes
|
|
Quantity
Type
|
|
Weighted
Average
Fixed
Price
|
|
Index
Price
(1)
|
|
Fair Market
Value
(in thousands)
|
|||||
Swap Contracts:
|
|
|
|
|
|
|
|
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
|||||
Oil
|
1,913,875
|
|
|
Bbls
|
|
$
|
58.56
|
|
|
WTI
|
|
$
|
13,023
|
|
Natural gas
|
2,750,000
|
|
|
MMBtu
|
|
$
|
2.96
|
|
|
NWPL
|
|
57
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|||||
Oil
|
954,750
|
|
|
Bbls
|
|
$
|
55.00
|
|
|
WTI
|
|
2,905
|
|
|
Total
|
|
|
|
|
|
|
|
|
$
|
15,985
|
|
(1)
|
WTI refers to West Texas Intermediate price as quoted on the New York Mercantile Exchange. NWPL refers to the Northwest Pipeline Corporation price as quoted in Platt's Inside FERC on the first business day of each month.
|
Contract
|
Total
Hedged Volumes |
|
Quantity
Type |
|
Weighted
Average Fixed Price |
|
Index
Price |
|||
Swap Contracts:
|
|
|
|
|
|
|
|
|||
2018
|
|
|
|
|
|
|
|
|||
Oil
|
182,500
|
|
|
Bbls
|
|
$
|
52.18
|
|
|
WTI
|
|
Three Months Ended March 31,
|
||||||
Basin/Area
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
DJ
|
$
|
58.6
|
|
|
$
|
44.1
|
|
Uinta Oil Program
|
0.5
|
|
|
0.7
|
|
||
Other
|
0.1
|
|
|
1.0
|
|
||
Total
|
$
|
59.2
|
|
|
$
|
45.8
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Acquisitions of proved and unproved properties and other real estate
|
$
|
13.5
|
|
|
$
|
0.8
|
|
Drilling, development, exploration and exploitation of oil and natural gas properties
|
45.1
|
|
|
42.4
|
|
||
Gathering and compression facilities
|
0.4
|
|
|
1.9
|
|
||
Furniture, fixtures and equipment
|
0.2
|
|
|
0.7
|
|
||
Total
|
$
|
59.2
|
|
|
$
|
45.8
|
|
|
|
As of March 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
|
Maturity Date
|
Principal
|
|
Unamortized
Discount |
|
Carrying
Amount |
|
Principal
|
|
Unamortized
Discount |
|
Carrying
Amount |
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Amended Credit Facility
|
April 9, 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Notes
(1)(2)
|
March 15, 2028
|
579
|
|
|
—
|
|
|
579
|
|
|
579
|
|
|
—
|
|
|
579
|
|
||||||
7.625% Senior Notes
(3)
|
October 1, 2019
|
315,300
|
|
|
(1,972
|
)
|
|
313,328
|
|
|
315,300
|
|
|
(2,169
|
)
|
|
313,131
|
|
||||||
7.0% Senior Notes
(4)
|
October 15, 2022
|
400,000
|
|
|
(4,046
|
)
|
|
395,954
|
|
|
400,000
|
|
|
(4,227
|
)
|
|
395,773
|
|
||||||
Lease Financing Obligation
(5)
|
August 10, 2020
|
2,670
|
|
|
(3
|
)
|
|
2,667
|
|
|
2,782
|
|
|
(3
|
)
|
|
2,779
|
|
||||||
Total Debt
|
|
$
|
718,549
|
|
|
$
|
(6,021
|
)
|
|
$
|
712,528
|
|
|
$
|
718,661
|
|
|
$
|
(6,399
|
)
|
|
$
|
712,262
|
|
Less: Current Portion of Long-Term Debt
(6)
|
|
1,037
|
|
|
—
|
|
|
1,037
|
|
|
454
|
|
|
—
|
|
|
454
|
|
||||||
Total Long-Term Debt
|
|
$
|
717,512
|
|
|
$
|
(6,021
|
)
|
|
$
|
711,491
|
|
|
$
|
718,207
|
|
|
$
|
(6,399
|
)
|
|
$
|
711,808
|
|
(1)
|
The aggregate estimated fair value of the Convertible Notes was approximately
$0.5 million
as of both
March 31, 2017
and
December 31, 2016
, respectively, based on reported market trades of these instruments.
|
(2)
|
We have the right at any time with at least 30 days' notice to call the Convertible Notes, and the holders have the right to require us to purchase the notes on each of March 20, 2018 and March 20, 2023.
|
(3)
|
The aggregate estimated fair value of the 7.625% Senior Notes was approximately
$312.9 million
and
$314.5 million
as of
March 31, 2017
and
December 31, 2016
, respectively, based on reported market trades of these instruments.
|
(4)
|
The aggregate estimated fair value of the 7.0% Senior Notes was approximately
$379.5 million
and
$384.5 million
as of
March 31, 2017
and
December 31, 2016
, respectively, based on reported market trades of these instruments.
|
(5)
|
The aggregate estimated fair value of the Lease Financing Obligation was approximately
$2.5 million
and
$2.6 million
as of
March 31, 2017
and
December 31, 2016
, respectively. Because there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.
|
(6)
|
The current portion of long-term debt as of
March 31, 2017
includes the current portion of the Lease Financing Obligation and the principal amount of the Convertible Notes, as the holders may require the Company to purchase the Convertible Notes on March 20, 2018. The current portion of long-term debt as of
December 31, 2016
includes the current portion of the Lease Financing Obligation.
|
|
Payments Due by Year
|
||||||||||||||||||||||||||
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Thereafter
|
|
Total
|
|||||||||||||||
|
Twelve Months Ended March 31, 2018
|
|
Twelve Months Ended March 31, 2019
|
|
Twelve Months Ended March 31, 2020
|
|
Twelve Months Ended March 31, 2021
|
|
Twelve Months Ended March 31, 2022
|
|
After
March 31, 2022 |
|
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Notes payable
(1)
|
$
|
553
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
599
|
|
7.625% Senior Notes
(2)
|
24,042
|
|
|
24,042
|
|
|
339,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
387,426
|
|
|||||||
7.0% Senior Notes
(3)
|
28,000
|
|
|
28,000
|
|
|
28,000
|
|
|
28,000
|
|
|
28,000
|
|
|
428,000
|
|
|
568,000
|
|
|||||||
Convertible Notes
(4)
|
605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
605
|
|
|||||||
Lease Financing Obligation
(5)
|
537
|
|
|
2,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,765
|
|
|||||||
Office and office equipment leases and other
(6)
|
3,293
|
|
|
2,921
|
|
|
291
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
6,538
|
|
|||||||
Firm transportation and processing agreements
(7)
|
18,691
|
|
|
18,691
|
|
|
18,691
|
|
|
18,691
|
|
|
6,229
|
|
|
—
|
|
|
80,993
|
|
|||||||
Asset retirement obligations
(8)
|
970
|
|
|
3
|
|
|
236
|
|
|
51
|
|
|
428
|
|
|
19,169
|
|
|
20,857
|
|
|||||||
Total
|
$
|
76,691
|
|
|
$
|
75,931
|
|
|
$
|
386,560
|
|
|
$
|
46,775
|
|
|
$
|
34,657
|
|
|
$
|
447,169
|
|
|
$
|
1,067,783
|
|
(1)
|
Notes payable includes interest on a $26.0 million letter of credit that accrues interest at 2.0% and 0.125% per annum for participation fees and fronting fees, respectively. The expected term of the letter of credit is April 30, 2018. There is currently no balance outstanding under the Amended Credit Facility due April 9, 2020.
|
(2)
|
On September 27, 2011, we issued $400.0 million aggregate principal amount of 7.625% Senior Notes. On June 3, 2016, we completed an exchange of notes for shares of our common stock, reducing our aggregate principal balance to $315.3 million as of
March 31, 2017
. We are obligated to make annual interest payments through maturity on October 1, 2019 equal to $24.0 million. We plan to redeem the outstanding Convertible Notes with the proceeds of our 2017 Debt Offering, together with available cash on hand. See Note 14 to the accompanying financial statements for additional information.
|
(3)
|
On March 25, 2012, we issued $400.0 million aggregate principal amount of 7.0% Senior Notes. We are obligated to make annual interest payments through maturity on October 15, 2022 equal to $28.0 million.
|
(4)
|
Our aggregate remaining principal amount of Convertible Notes was $0.6 million as of
March 31, 2017
. We are obligated to make semi-annual interest payments on the Convertible Notes until either we call the remaining Convertible Notes or the holders put the Convertible Notes to us. We plan to redeem the outstanding 7.0% Senior Notes with the proceeds of our 2017 Debt Offering. See Note 14 to the accompanying financial statements for additional information.
|
(5)
|
The Lease Financing Obligation is calculated based on the aggregate undiscounted minimum future lease payments, which include both an interest and principal component.
|
(6)
|
The lease for our principal office in Denver, Colorado extends through March 2019.
|
(7)
|
We have entered into contracts that provide firm transportation capacity on pipeline systems. The remaining term on these contracts is five years. The contracts require us to pay transportation demand charges regardless of the amount of gas we deliver to the processing facility or pipeline.
|
(8)
|
Neither the ultimate settlement amounts nor the timing of our asset retirement obligations can be precisely determined in advance. See "Critical Accounting Policies and Estimates" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended
December 31, 2016
for a more detailed discussion of the nature of the accounting estimates involved in estimating asset retirement obligations.
|
|
April – December 2017
|
|
For the year 2018
|
||||||||||
|
Derivative
Volumes |
|
Weighted Average Price
|
|
Derivative Volumes
|
|
Weighted Average Price
|
||||||
Oil (Bbls)
|
1,913,875
|
|
|
$
|
58.56
|
|
|
1,137,250
|
|
|
$
|
54.54
|
|
Natural Gas (MMbtu)
|
2,750,000
|
|
|
$
|
2.96
|
|
|
—
|
|
|
$
|
—
|
|
Period
|
Total
Number of
Shares
(1)
|
|
Weighted
Average Price
Paid Per
Share
|
|
Total Number of
Shares (or Units) Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number
(or Approximate
Dollar Value)
of Shares (or Units) that May Yet Be Purchased
Under the Plans or
Programs
|
|||||
January 1 – 31, 2017
|
166
|
|
|
$
|
7.07
|
|
|
—
|
|
|
—
|
|
February 1 – 28, 2017
|
163,897
|
|
|
5.87
|
|
|
—
|
|
|
—
|
|
|
March 1 – 31, 2017
|
897
|
|
|
4.46
|
|
|
—
|
|
|
—
|
|
|
Total
|
164,960
|
|
|
$
|
5.86
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents shares delivered by employees to satisfy tax withholding obligations resulting from the vesting of restricted shares of common stock issued pursuant to our employee incentive plans.
|
Exhibit
Number
|
|
Description of Exhibits
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer.
|
|
|
|
32.2
|
|
Section 1350 Certification of Principal Financial Officer.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
BILL BARRETT CORPORATION
|
||
|
|
|
|
|
Date:
|
May 2, 2017
|
By:
|
|
/s/ R. Scot Woodall
|
|
|
|
|
R. Scot Woodall
|
|
|
|
|
Chief Executive Officer and President
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
May 2, 2017
|
By:
|
|
/s/ David R. Macosko
|
|
|
|
|
David R. Macosko
|
|
|
|
|
Senior Vice President-Accounting
|
|
|
|
|
(Principal Accounting Officer)
|
1 Year Bill Barrett Chart |
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