Item 1A. Risk Factors.
Our business involves a high degree of risk. If any of the following risks, or any risk described elsewhere in this Form 10-K, actually occurs, our business, financial condition or results of operations could suffer. The risks described below are not the only ones facing us. Additional risks not presently known to us or that we currently consider immaterial also may adversely affect our Company.
Risks Related to the Oil and Natural Gas Industry and Our Business
Oil and gas prices are volatile and a continued decline in oil, natural gas and natural gas liquids prices can significantly affect our financial results, impede our growth and result in downward adjustments in our estimated proved oil and gas reserves.
Our revenue, profitability and cash flow depend upon the prices for oil, natural gas and NGLs. The markets for these commodities are very volatile, based on supply and demand, and even relatively modest drops in prices can significantly affect our financial results and impede our growth. Changes in oil, natural gas and NGLs prices have a significant impact on the value of our reserves and on our cash flow. Prices for oil, natural gas and NGLs may fluctuate widely in response to relatively minor changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond our control, such as:
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the domestic and foreign supply of oil, natural gas and NGLs;
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domestic and foreign governmental regulations;
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variations between product prices at sales points and applicable index prices;
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political and economic conditions in oil producing countries, including the Middle East and South America;
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the ability and willingness of members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;
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weather conditions;
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technological advances affecting energy consumption;
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national and global economic conditions;
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proximity and capacity of oil and gas pipelines, refineries and other transportation and processing facilities;
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the price and availability of alternative fuels; and
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the strength of the U.S. dollar compared to other currencies.
Lower oil, natural gas and NGLs prices may not only decrease our revenues on a per unit basis, but also may reduce the amount of oil, natural gas and NGLs that we can produce economically and the estimated value of future cash flows from our reserves. This may result in our having to make substantial downward adjustments to the estimated quantity and value of our proved reserves. If this occurs or if our estimates of development costs increase, production data factors change or our exploration or development results deteriorate, successful efforts accounting rules may require us to write down or impair, as a non-cash charge to earnings, the carrying value of our oil and natural gas properties. We are required to perform impairment tests on our assets whenever events or changes in circumstances lead to a reduction of the estimated useful life or estimated future cash flows that would indicate that the carrying amount may not be recoverable or whenever management's plans change with respect to those assets. We recorded impairment charges of $572.4 million in the year ended December 31, 2015 on our proved and unproved oil and gas properties, and may record similar charges in the future.
Oil prices declined severely beginning in 2014, and price decreases continued through 2015 and into 2016. Natural gas and NGL prices have experienced decreases of comparable magnitude over the same period. These decreases have increased the volatility and amplitude of the other risks facing us as described in this report and has impacted our unit price and is having an impact on our business and financial condition. If oil prices remain at current levels or lower, our planned drilling projects may become uneconomic, which could affect future drilling plans and growth rates. Low commodity prices impact our revenue, which we partially mitigate with our hedging program. Continued low commodity prices make it more challenging to hedge production at higher price levels. At December 31, 2015, we had hedged a total of 3,161,850 barrels of oil for 2016 and 2017 and 1,830,000 MMbtu of natural gas for 2016. These hedges may be inadequate to protect us from continuing and prolonged declines in oil and natural gas prices, and we currently have less production covered by hedges than we have had in recent periods. To the extent that oil and natural gas prices remain at current levels or decline further, we will not be able to hedge future production at the same pricing level as our current hedges and this would negatively impact our results of operations and financial condition.
Our drilling efforts and our well operations may not be profitable or achieve our targeted returns.
We have acquired significant amounts of proved and unproved property in order to attempt to further our exploration and development efforts. Drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. We acquire proved and unproved properties and lease undeveloped acreage that we believe will enhance our growth potential and increase our earnings over time. From time to time, we may seek industry partners to help mitigate our risk on certain exploration prospects. We cannot guarantee that all prospects will be economically viable or that we will not abandon our initial investments. Additionally, there can be no assurance that proved or unproved property acquired by us or undeveloped acreage leased by us will be profitably developed, that new wells drilled by us in prospects that we pursue will be productive, that we will recover all or any portion of our investment in such proved or unproved property or wells, or that we will succeed in bringing on additional partners.
Drilling for oil, natural gas and NGLs may involve unprofitable efforts, not only from dry wells but also from wells that are productive but do not produce sufficient commercial quantities to cover the drilling, operating and other costs. In addition, even a commercial well may have production that is less, or costs that are greater than, we projected. The cost of drilling, completing and operating a well is often uncertain, and many factors can adversely affect the economics of a well or property. Drilling operations may be curtailed, delayed or canceled as a result of unexpected drilling conditions, equipment failures or accidents, shortages of equipment or personnel, environmental issues and for other reasons. We rely to a significant extent on seismic data and other advanced technologies in identifying unproved property prospects and in conducting our exploration activities. The seismic data and other technologies we use do not allow us to know conclusively, prior to acquisition of unproved property or drilling a well, whether oil, natural gas or NGLs are present or may be produced economically. The use of seismic data and other technologies also requires greater pre-drilling expenditures than traditional drilling strategies. Drilling results in our plays may be more uncertain than in other plays that are more mature and have longer established drilling and
production histories, and we can provide no assurance that drilling and completion techniques that have proven to be successful in other formations to maximize recoveries will be ultimately successful when used in our prospects. As a result, we may incur future dry hole costs and or impairment charges due to any of these factors.
Substantially all of our producing properties are located in the Rocky Mountain region, making us vulnerable to risks associated with operating in one major geographic area.
Our operations are focused on the Rockies, which means our current producing properties and new drilling opportunities are geographically concentrated in that area. Because our operations are not as diversified geographically as many of our competitors, the success of our operations and our profitability may be disproportionately exposed to the effect of any regional events, including fluctuations in prices of oil, natural gas and NGLs produced from the wells in the region, natural disasters, restrictive governmental regulations, transportation capacity constraints, weather, curtailment of production or interruption of transportation and processing, and any resulting delays or interruptions of production from existing or planned new wells.
We are subject to complex federal, state, tribal, local and other laws and regulations that could adversely affect the cost, manner or feasibility of doing business and the recording of proved reserves.
Our exploration, development, production and marketing operations are subject to extensive environmental regulation at the federal, state and local levels including those governing emissions to air, wastewater discharges, hazardous and solid wastes, remediation of contaminated soil and groundwater, protection of surface and groundwater, land reclamation and preservation of natural resources. In addition, a portion of our leases in the Uinta Basin are regulated by tribal authorities. Under these laws and regulations, we could be held liable for personal injuries, property damage (including site clean-up and restoration costs) and other damages. Failure to comply with these laws and regulations may also result in the suspension or termination of our operations and subject us to administrative, civil, and criminal penalties, including the assessment of natural resource damages. Environmental and other governmental laws and regulations also increase the costs to plan, permit, design, drill, install, operate and abandon oil and natural gas wells and related facilities. Moreover, public interest in environmental protection has increased in recent years, and environmental organizations have opposed, with some success, certain drilling projects, leading to delays.
Our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel.
Our future success depends to a large extent on the services of our key employees. The loss of one or more of these individuals could have a material adverse effect on our business. Furthermore, competition for experienced technical and other professional personnel remains strong. If we cannot retain our current personnel or attract additional experienced personnel, our ability to compete could be adversely affected. Also, the loss of experienced personnel could lead to a loss of technical expertise.
Market conditions or operational impediments may hinder our access to oil and natural gas markets or delay our production.
Market conditions or the unavailability of satisfactory oil and natural gas transportation arrangements may hinder our access to oil and natural gas markets or delay our production. The availability of a ready market for our oil, natural gas and NGLs production depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of our reserves to pipelines and terminal facilities. Our ability to market our production depends in substantial part on the availability and capacity of gathering systems, pipelines, processing facilities and refineries owned and operated by third parties. Our Uinta oil production has a high paraffin content which limits the number of refiners able to purchase it as feedstock. We may be required to shut in wells for a lack of a market or because of inadequacy or unavailability of natural gas pipeline, gathering system capacity or processing facilities. If that were to occur, we would be unable to realize revenue from those wells until production arrangements were made to deliver the production to market.
We may incur substantial losses and be subject to substantial liability claims as a result of our oil and gas operations. In addition, we may not be insured for, or our insurance may be inadequate to protect us against, these risks.
We are not insured against all risks. Losses and liabilities arising from uninsured or under-insured events could materially and adversely affect our business, financial condition or results of operations. Our oil and natural gas exploration and production activities, including well stimulation and completion activities such as hydraulic fracturing, are subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:
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environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater contamination;
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abnormally pressured or structured formations;
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mechanical difficulties, such as stuck oilfield drilling and service tools and casing collapse;
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fires, explosions and ruptures of pipelines;
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personal injuries and death; and
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natural disasters.
Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to us as a result of:
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injury or loss of life;
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damage to and destruction of property and equipment;
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damage to natural resources due to underground migration of hydraulic fracturing fluids or other fluids or gases;
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pollution and other environmental damage, including spillage or mishandling of recovered hydrocarbons, hydraulic fracturing fluids and produced water;
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regulatory investigations and penalties;
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suspension of our operations; and
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repair and remediation costs.
We have elected, and may in the future elect, not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. For example, we do not carry business interruption insurance for these reasons. In addition, pollution and environmental risks generally are not fully insurable. Further, we could be unaware of a pollution event when it occurs and therefore be unable to report the event within the time period required under the relevant policy. The occurrence of an event that is not covered or not fully covered by insurance could have a material adverse effect on our production, revenues and results of operations and overall financial condition.
Our operations require substantial capital and we may be unable to obtain needed capital or financing on satisfactory terms or at all, which could lead to a loss of properties and a decline in our oil, natural gas and NGL reserves.
The oil and gas industry is capital intensive. We make and expect to continue to make substantial capital expenditures in our business and operations for the development, production and acquisition of oil, natural gas and NGL reserves. To date, we have financed capital expenditures primarily with sales of our equity and debt securities, proceeds from bank borrowings, sales of properties and cash generated by operations. Our cash flow from operations and access to capital is subject to a number of variables, including:
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our proved reserves;
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the level of oil, natural gas and NGLs we are able to produce from existing wells;
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the prices at which oil, natural gas and NGLs are sold;
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the costs required to operate production;
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our ability to acquire, locate and produce new reserves;
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global credit and securities markets;
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the ability and willingness of lenders and investors to provide capital and the cost of that capital; and
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the interest of buyers in our properties and the price they are willing to pay for properties.
If our revenues or the borrowing base under our credit facility decreases as a result of lower oil, natural gas and NGLs prices, operating difficulties, declines in reserves or for any other reason, we may have limited ability to obtain the capital necessary to sustain our operations at current or planned levels. We may, from time to time, need to seek additional financing. Our credit facility and senior note indentures place certain restrictions on our ability to obtain new financing. There can be no assurance as to the availability or terms of any additional financing. Recent commodity price decreases have made it substantially more difficult for us and other industry participants to raise capital, and will likely have an adverse effect on our borrowing base.
If additional capital is needed, we may not be able to obtain debt or equity financing on terms favorable to us, or at all. If cash generated by operations or available under our credit facility is not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our operations relating to exploration and development of our prospects, which in turn could lead to a possible loss of properties and a decline in our oil, natural gas and NGLs reserves as well as our revenues and results of operations.
Our identified drilling location inventories are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.
Our management has specifically identified and scheduled drilling locations as an estimation of our future multi-year drilling activities on our existing acreage. These identified drilling locations represent a significant part of our strategy. Our ability to drill and develop these locations depends on a number of uncertainties, including the availability of capital, seasonal conditions, regulatory approvals, oil, natural gas and NGLs prices, costs and drilling results. Because of these uncertainties, we do not know if the numerous potential drilling locations we have identified will ever be drilled or if we will be able to produce oil, natural gas and NGLs from these or any other potential drilling locations. As such, our actual drilling activities may differ materially from those presently identified, which could adversely affect our business.
Competition in the oil and gas industry is intense, which may adversely affect our ability to succeed.
The oil and gas industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for, develop and produce oil, natural gas and NGLs, but also carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies are able to pay more for producing oil, natural gas and NGLs properties and exploration and development prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies have a greater ability to continue exploration activities during periods of low oil, natural gas and NGLs market prices. Our larger or integrated competitors are better able than we are to absorb the burden of existing and any changes to federal, state, local and Native American tribal laws and regulations, which could adversely affect our competitive position. Our ability to acquire additional properties and to discover reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for producing properties and exploration and development prospects.
The willingness and ability of our lenders to fund their lending obligations under our revolving credit facility may be limited, which would affect our ability to fund our operations.
Our revolving credit facility has commitments from 13 lenders. If credit markets become turbulent as a result of an economic downturn, delayed economic recovery, lower commodity prices or other factors, our lenders may become more restrictive in their lending practices or may be unwilling or unable to fund their commitments, which would limit our access to capital to fund our capital expenditures, operations or meet other obligations. This would limit our ability to generate revenues as well as limit our projected production and reserves growth, leading to declining production and potentially losses.
A U.S. and global economic downturn could have a material adverse effect on our business and operations.
Any or all of the following may occur if, as a result of a crisis in the global financial and securities markets, a deterioration in national or global growth prospects or other factors, an economic downturn occurs:
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The economic slowdown could lead to lower demand for oil and natural gas by individuals and industries, which in turn could result in lower prices for the oil and natural gas sold by us, lower revenues and possibly losses. Significant recent commodity price declines have been caused in part by concerns about future global economic growth. This factor has been exacerbated by increases in oil and gas supply resulting from increases in U.S. oil and gas production.
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The lenders under our revolving credit facility may become more restrictive in their lending practices or unable or unwilling to fund their commitments, which would limit our access to capital to fund our capital expenditures and operations. This would limit our ability to generate revenues as well as limit our projected production and reserves growth, leading to declining production and possibly losses.
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We may be unable to obtain additional debt or equity financing, which would require us to limit our capital expenditures and other spending. This would lead to lower production levels and reserves than if we were able to spend more than our cash flow. Financing costs may significantly increase as lenders may be reluctant to lend without receiving higher fees and spreads.
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The losses incurred by financial institutions as well as the insolvency of some financial institutions heightens the risk that a counterparty to our hedge arrangements could default on its obligations. These losses and the possibility of a counterparty declaring bankruptcy or being placed in conservatorship or receivership may affect the ability of the counterparties to meet their obligations to us on hedge transactions, which could reduce our revenues from hedges at a
time when we are also receiving a lower price for our natural gas and oil sales. As a result, our financial condition could be materially adversely affected.
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Our credit facility bears floating interest rates based on the London Interbank Offer Rate ("LIBOR"). As banks were reluctant to lend to each other to avoid risk, LIBOR increased to unprecedented spread levels in 2008. Such increases caused and may in the future cause higher interest expense for unhedged levels of LIBOR-based borrowings.
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Our credit facility requires the lenders to redetermine our borrowing base semi-annually. The redeterminations are based on our proved reserves and hedge position based on price assumptions that our lenders require us to use to calculate reserves pursuant to the credit facility. The lenders could reduce their price assumptions used to determine reserves for calculating our borrowing base due to lower commodities and futures prices and our borrowing base could be reduced. This would reduce our funds available to borrow. In addition, the lenders can request an interim redetermination during each six month period which could reduce the funds available to borrow under our credit facility.
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Bankruptcies of financial institutions or illiquidity of money market funds may limit or delay our access to our cash and cash equivalent deposits, causing us to lose some or all of those funds or to incur additional costs to borrow funds needed on a short-term basis that were previously funded from our money market deposits.
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Bankruptcies of purchasers of our oil and natural gas could lead to the delay or failure of us to receive the revenues from those sales.
Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these assumptions will materially affect the quantities of our reserves.
Underground accumulations of oil, natural gas and NGLs cannot be measured in an exact way. Oil, natural gas and NGLs reserve engineering requires estimates of underground accumulations of oil, natural gas and NGLs and assumptions concerning future oil, natural gas and NGLs prices, production levels and operating and development costs. As a result, estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may be incorrect.
Our estimates of proved reserves are determined at prices and costs at the date of the estimate. Any significant variance from these prices and costs could greatly affect our estimates of reserves. We prepare our own estimates of proved reserves, which are audited by independent third party petroleum engineers. Over time, our internal engineers may make material changes to reserves estimates taking into account the results of actual drilling, testing and production. For additional information about these risks and their impact on our reserves, see "Items 1 and 2. Business and Properties-Oil and Gas Data-Proved Reserves" and "Supplementary Information to Consolidated Financial Statements-Supplementary Oil and Gas Information (unaudited)-Analysis of Changes in Proved Reserves" in this Annual Report on Form 10-K.
At December 31, 2015, approximately 52% of our estimated proved reserves (by volume) were undeveloped. These reserve estimates reflected our plans to make significant capital expenditures to convert our PUDs into proved developed reserves, including approximately $619.3 million during the five years ending December 31, 2020. The estimated development costs may not be accurate, development may not occur as scheduled and results may not be as estimated. If we choose not to develop PUDs, or if we are not otherwise able to successfully develop them, we will be required to remove the associated volumes from our reported proved reserves. In addition, under the SEC's reserve reporting rules, PUDs generally may be booked only if they relate to wells scheduled to be drilled within five years of the date of booking, and we may therefore be required to downgrade to probable or possible any PUDs that are not developed within this five-year time frame.
Unless we replace our oil, natural gas and NGLs reserves, our reserves and production will decline, which would adversely affect our business, financial condition and results of operations.
Producing oil, natural gas and NGL reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. The rate of decline will change if production from our existing wells declines in a different manner than we have estimated and can change under other circumstances. Thus, our future oil, natural gas and NGL reserves and production, and therefore our cash flow and income are highly dependent upon our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. We may not be able to develop, find or acquire additional reserves to replace our current and future production at acceptable costs.
Properties that we buy may not produce as projected and we may be unable to determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers.
One of our strategies is to capitalize on opportunistic acquisitions of oil, natural gas and NGLs reserves. Our reviews of acquired properties are inherently incomplete, because it generally is not feasible to review in depth every individual property involved in each acquisition. Ordinarily, we will focus our review efforts on the higher value properties and will sample the remaining properties for reserve potential. However, even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Inspections may not always be performed on every well, and environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, we often assume certain environmental and other risks and liabilities in connection with acquired properties.
Our hedging activities could result in financial losses or could reduce our income.
To achieve a more predictable cash flow and to reduce our exposure to adverse fluctuations in the prices of commodities, we currently, and will likely in the future, enter into hedging arrangements for a portion of our production revenues. Hedging arrangements for a portion of our production revenues expose us to the risk of financial loss in some circumstances, including when:
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there is a change in the expected differential between the underlying price in the hedging agreement and actual prices received;
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our production is less than we expect;
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there is a change in the mark to market value of our derivatives; or
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the counterparty to the hedging contract defaults on its contractual obligations.
In addition, these types of hedging arrangements limit the benefit we would receive from increases in commodities prices and may expose us to cash margin requirements if we hedge with counterparties who are not parties to our credit facility.
Our counterparties are financial institutions that are lenders under our credit facility or affiliates of such lenders. The risk that a counterparty may default on its obligations was heightened by the financial sector crisis of 2008-2009, and losses incurred by many banks and other financial institutions, including some of our counterparties or their affiliates. These losses may affect the ability of the counterparties to meet their obligations to us on hedge transactions, which would reduce our revenues from hedges at a time when we are also receiving a lower price for our production revenues, thus triggering the hedge payments. As a result, our financial condition could be materially adversely affected.
Federal legislation may decrease our ability, and increase the cost, to enter into hedge transactions.
The Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") was signed into law in July 2010. Dodd-Frank regulates derivative transactions, including our commodity derivative swaps. We expect that Dodd-Frank and its implementing regulations will increase the cost to hedge as a result of fewer counterparties being in the market and the pass-through of increased capital costs of bank subsidiaries. The imposition of margin requirements or other restrictions on our hedging activities could make hedging more expensive or impracticable. A reduction in our ability to enter into hedging transactions would expose us to additional risks related to commodity price volatility and impair our ability to have certainty with respect to a portion of our cash flow, which could lead to decreases in capital spending and, therefore, decreases in future production and reserves.
The inability of one or more of our customers to meet their obligations may adversely affect our financial results.
Substantially all of our accounts receivable result from oil, natural gas and NGLs sales or joint interest billings to third parties in the energy industry. This concentration of customers and joint interest owners may impact our overall credit risk in that these entities may be similarly affected by changes in economic and other conditions. In addition, our oil, natural gas and NGLs hedging arrangements expose us to credit risk in the event of nonperformance by counterparties. An economic downturn, and/or an extended period of low commodity prices would increase these risks.
We face risks related to rating agency downgrades.
If one or more rating agencies downgrades our outstanding debt, future debt issuance could become more difficult and more costly. Also, we may be required to provide collateral or other credit support to certain counterparties, which would increase our costs and limit our liquidity.
Our business could be negatively impacted by security threats, including cyber-security threats, and other disruptions.
As an oil and natural gas producer, we face various security threats, including cyber-security threats to gain unauthorized access to sensitive information, acquire cash or other assets through theft or fraud or render data or systems unusable, threats to the safety of our employees, threats to the security of our facilities and infrastructure or third party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist acts. Cyber-security attacks in particular are evolving and include but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, corruption of data or misappropriation of assets. There can be no assurance that the procedures and controls we use to monitor and mitigate these risks will be sufficient in preventing security threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, assets, critical infrastructure, personnel or capabilities, essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations, or cash flows.
Risks Related to Our Common Stock
Provisions in our certificate of incorporation and bylaws and Delaware law make it more difficult to effect a change in control of us, which could adversely affect the price of our common stock.
Delaware corporate law and our current certificate of incorporation and bylaws contain provisions that could delay, defer or prevent a change in control of us or our management. These provisions include:
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giving the board the exclusive right to fill all board vacancies;
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requiring special meetings of stockholders to be called only by the board;
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requiring advance notice for stockholder proposals and director nominations;
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prohibiting stockholder action by written consent;
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prohibiting cumulative voting in the election of directors; and
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allowing for authorized but unissued common and preferred shares.
These provisions also could discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions that are opposed by our board. As a result, these provisions could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders, and this may limit the price that investors are willing to pay in the future for shares of our common stock.
Risks Related to our Senior Notes, Convertible Notes, Lease Financing Obligations and Amended Credit Facility
We may not be able to generate enough cash flow to meet our debt obligations, including our obligations and commitments under our senior notes, our convertible senior notes, our lease financing obligations and our revolving credit facility.
We expect our earnings and cash flow could vary significantly from year to year due to the cyclical nature of our industry. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. In addition, our future cash flow may be insufficient to meet our debt obligations and commitments, including our 5% Convertible Senior Notes due 2028 ("Convertible Notes"), our 7.625% Senior Notes due 2019 ("7.625% Senior Notes"), our 7.0% Senior Notes due 2022 ("7.0% Senior Notes"), our lease financing obligations, and our Amended Credit Facility. Any insufficiency could negatively impact our business. A range of economic, competitive, business, and industry factors will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to repay our debt. Many of these factors, such as oil and gas prices, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control. In particular, these risks have been significantly exacerbated by continuing weakness in commodity prices.
As of December 31, 2015, the total outstanding principal amount of our indebtedness was approximately $803.8 million, and we had approximately $349.0 million in additional borrowing capacity under our Amended Credit Facility, which, if borrowed, would be secured debt effectively senior to the Senior Notes and Convertible Notes to the extent of the value of the collateral securing that indebtedness. The borrowing base is dependent on our proved reserves and was, as of December 31, 2015, $375.0 million based on our June 30, 2015 proved reserves and hedge position. Our borrowing capacity is reduced by a $26.0 million letter of credit. As of December 31, 2015, we had no amounts outstanding under our Amended Credit Facility.
The borrowing base is set at the sole discretion of the lenders. Our next scheduled borrowing base redetermination is scheduled on or about April 1, 2016 based on proved reserves as of December 31, 2015 at updated bank price decks and hedge position. However, in the event of lower capital investment in our properties due to a sustained cycle of low commodity prices, we could see lower quantities of proved developed reserves which would, in combination with lower oil and gas commodity pricing, lead to lower borrowing bases.
If we do not generate enough cash flow from operations to satisfy our debt obligations, we may have to undertake one or more alternative financing plans, such as:
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refinancing or restructuring our debt;
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selling assets;
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reducing or delaying capital investments; or
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seeking to raise additional capital.
However, any alternative financing plans that we undertake, if necessary, may not be completed in a timely manner or at all, and even if completed may not allow us to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations, including our obligations under the notes, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.
Our debt could have important consequences. For example, it could:
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increase our vulnerability to general adverse economic and industry conditions;
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limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal on our debt or to comply with any restrictive terms of our debt;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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impair our ability to obtain additional financing in the future; and
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place us at a competitive disadvantage compared to our competitors that have less debt.
The Amended Credit Facility also contains certain financial covenants. We are currently in compliance with all financial covenants and have complied with all financial covenants since issuance. We expect to be in compliance with all financial covenants based on the 2016 budget. However, if commodity prices continue at current levels or lower, EBITDAX will be significantly reduced, which is a critical underpinning of our required financial covenants. If this were to occur, it will make it necessary for us to negotiate an amendment to one or more of these financial covenants.
In addition, if we fail to comply with the covenants or other terms of any agreements governing our debt, our lenders and holders of our convertible notes and our senior notes may have the right to accelerate the maturity of that debt and foreclose upon the collateral, if any, securing that debt. Realization of any of these factors could adversely affect our financial condition. In September 2015, we obtained an amendment to the Amended Credit Facility that replaced our debt-to-EBITDAX covenant in the facility for a limited period of time. Through March 31, 2018, the covenants are secured debt-to-EBITDAX and EBITDAX-to-interest. There can be no assurance that we will be able to obtain similar amendments, or waivers of covenant breaches, in the future if needed.
We may not be able to meet future debt obligations or debt service costs on our outstanding debt instruments in the event of a sustained down cycle in commodity prices.
Volatile oil, natural gas and NGLs prices can have a significant effect on our revenue, profitability and cash flows from operations. Even relatively modest declines in prices can significantly affect our financial results and impede our ability to meet existing debt obligations undertaken to finance the substantial capital required to successfully explore and produce economically viable oil and natural gas properties. Sustained low commodity prices of the nature we are currently experiencing may not allow us to generate sufficient cash flows to cover debt obligations in the future (our principal debt obligations become due starting in 2019) and/or debt service charges in the near term.
Restrictions in our existing and future debt agreements could limit our growth and our ability to respond to changing conditions.
Our Amended Credit Facility contains a number of significant covenants in addition to covenants restricting the incurrence of additional debt. Our Amended Credit Facility requires us, among other things, to maintain certain financial ratios or reduce
our debt. These restrictions also limit our ability to obtain future financings to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities. We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under the indenture governing the notes and our Amended Credit Facility impose on us.
Our Amended Credit Facility limits the amounts we can borrow up to a borrowing base amount, which the lenders, in their sole discretion, determine based upon projected revenues from the oil and natural gas properties securing our loan and their evaluation of business conditions. The lenders can unilaterally adjust the borrowing base and the borrowings permitted to be outstanding under our Amended Credit Facility. Any increase in the borrowing base requires the consent of the lenders holding 98% of the commitments. If the required lenders do not agree on an increase, then the borrowing base will be the lowest borrowing base acceptable to the required number of lenders. Outstanding borrowings in excess of the borrowing base must be repaid immediately or we must pledge other oil and natural gas properties as additional collateral. We do not currently have any substantial unpledged properties, and we may not have the financial resources in the future to make mandatory principal prepayments required under the Amended Credit Facility.
A breach of any covenant in our Amended Credit Facility or the agreements and indentures governing our other indebtedness would result in a default under that agreement or indenture after any applicable grace periods. A default, if not waived, could result in acceleration of the debt outstanding under the agreement and in a default with respect to, and an acceleration of, the debt outstanding under other debt agreements. The accelerated debt would become immediately due and payable. If that occurs, we may not be able to make all of the required payments or borrow sufficient funds to refinance such debt or take other actions to pay accelerated debt. Even if new financing were available at that time, it may not be on terms that are acceptable to us. A breach of any covenant would also limit the funds available under our Amended Credit Facility.
Risks Related to Tax
We may incur more taxes if certain federal income tax deductions currently available with respect to oil and natural gas exploration and development are eliminated as a result of future legislation or if additional taxes are imposed on us.
The Administration of President Obama and the Democratic party in general has proposed eliminating certain key U.S. federal income tax deductions and credits currently available to oil and natural gas exploration and production companies. These changes include, but are not limited to:
•
the repeal of the percentage depletion allowance for oil, natural gas and NGL properties;
•
the elimination of current deductions for intangible drilling and development costs;
•
the elimination of the deduction for certain U.S. production activities; and
•
an extension of the amortization period for certain geological and geophysical expenditures.
In addition, the President has recently proposed a new tax on energy companies of $10.25 per barrel of oil. It is unclear whether any of the foregoing changes will be enacted or how soon any such changes could become effective. Any such change could negatively impact our financial condition and results of operations by increasing the costs we incur, which in turn could make it uneconomic to drill some prospects if commodity prices are not sufficiently high, resulting in lower revenues and decreases in production and reserves.
Our utilization of net operating loss carryforwards may be limited based on current Internal Revenue Code restrictions
The Company has significant net operating loss ("NOL") carryforwards. Subject to certain limitations and applicable expiration dates, these tax attributes can be carried forward to reduce the Company's federal income tax liability for future periods. Under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company's NOL carryforwards would become subject to the "section 382 limitation" if the Company were to experience an "ownership change." For this purpose, the term "ownership change" refers to an increase in ownership of at least 50% of the Company's shares by certain groups of shareholders during any three-year period, as determined under certain conventions. As of December 31, 2015, the Company believes it has not experienced an ownership change under Section 382.
If the Company were to undergo an ownership change at any time under Section 382 of the Code, the Company's NOL carryforwards could only be used to offset an amount of income equal to the "section 382 limitation" in each taxable year. Any NOL carryforwards that could not be used as a result of the section 382 limitation would carry forward to future years, still subject to the same section 382 limitation, unless and until they expire unused. The Company's "section 382 limitation" would generally equal the fair market value of the Company's outstanding equity (as of the date of the ownership change) multiplied
by a certain interest rate (as of the date of the ownership change) published monthly by the U.S. Treasury Department and known as the "long-term tax exempt rate."
The Company expects to have sufficient income to utilize its alternative minimum tax credit, which may be carried forward indefinitely.
In addition, if an ownership change were to incur in the future, the Company could be required to write off a significant portion of the deferred tax asset related to our NOL carryforwards in accordance with GAAP.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 3.
Item 3. Legal Proceedings.
We are not a party to any material pending legal or governmental proceedings, other than ordinary routine litigation incidental to our business. While the ultimate outcome and impact of any proceeding cannot be predicted with certainty, our management believes that the resolution of any proceeding will not have a material adverse effect on our financial condition or results of operations.
We have received an EPA "Section 114" mandatory information directive, usually a precursor to an enforcement proceeding. We have also received parallel "compliance advisories" from the Colorado Department of Public Health and Environment.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market For Registrant's Common Equity
Our common stock is listed on the New York Stock Exchange under the symbol "BBG".
The range of high and low sales prices for our common stock for the two most recent fiscal years as reported by the New York Stock Exchange was as follows:
On February 2, 2016, the closing sales price for our common stock as reported by the NYSE was $3.30 per share.
Holders. On February 2, 2016, the number of holders of record of our common stock was 106.
Dividends. We have not paid any cash dividends since our inception. Because we anticipate that all earnings will be retained for the development of our business and our debt agreements limit the payment of cash dividends, we do not expect that any cash dividends will be paid on our common stock for the foreseeable future.
Unregistered Sales of Securities. There were no sales of unregistered equity securities during the year ended December 31, 2015.
Issuer Purchases of Equity Securities. The following table contains information about our acquisitions of equity securities during the three months ended December 31, 2015:
(1)
Represents shares withheld from employees to satisfy tax withholding obligations in connection with the vesting of shares of restricted common stock issued pursuant to our employee incentive plans.
Stockholder Return Performance Presentation
As required by applicable rules of the SEC, the performance graph shown below was prepared based upon the following assumptions:
1.
$100 was invested in our common stock on December 31, 2010, and $100 was invested in each of the Standard & Poors MidCap 400 Index-Energy Sector and the Standard & Poors 500 Index at the closing price on December 31, 2010.
2.
Dividends are reinvested on the ex-dividend dates.
Item 6.
Item 6. Selected Financial Data.
The following table presents our selected historical financial data for the years ended December 31, 2015, 2014, 2013, 2012 and 2011. Future results may differ substantially from historical results because of changes in oil and gas prices, production increases or declines, properties acquired or sold and other factors. This information should be read in conjunction with the consolidated financial statements and notes thereto and "Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Introduction
The following discussion and analysis should be read in conjunction with the "Selected Financial Data" and the accompanying consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This section and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties. See the "Cautionary Note Regarding Forward-Looking Statements" at the beginning of this Annual Report on Form 10-K. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in "Items 1 and 2. Business and Properties - Business - Operations - Environmental Matters and Regulation;" "Items 1 and 2. Business and Properties - Business - Operations - Other Regulation of the Oil and Gas Industry;" and "Item 1A. Risk Factors" above, all of which are incorporated herein by reference. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Overview
We develop oil and natural gas in the Rocky Mountain region of the United States. We seek to build stockholder value by delivering profitable growth in cash flow, reserves and production through the development of oil and natural gas assets. In order to deliver profitable growth, we allocate capital to our highest return assets, concentrate expenditures on exploiting our core assets, maintain capital discipline and optimize operations while upholding high-level standards for health, safety and the environment. Substantially all of our revenues are generated through the sale of oil and natural gas production and NGL recovery at market prices.
We were formed in January 2002 and are incorporated in the State of Delaware. In December 2004, we completed our initial public offering of 14,950,000 shares of our common stock at a price to the public of $25.00 per share.
Oil prices declined severely beginning in 2014, and price decreases continued through 2015 and into 2016. Natural gas and NGL prices have experienced decreases of comparable magnitude over the same period. These decreases have increased the volatility and amplitude of the other risks facing us as described in this report and have impacted our average realized unit price and are having an impact on our business and financial condition. Commodity prices are inherently volatile and are influenced by many factors outside of our control. Our activities and capital budget maintain flexibility using what we believe to be conservative sales price assumptions and our existing hedge position. If commodity prices continue at current levels or lower,
our capital availability, liquidity and profitability are likely to be adversely affected as current hedges are realized in 2016 and 2017.
As we go through 2016, our priority remains ensuring ample liquidity and protecting the strength of our balance sheet, and we will adjust our development plans as necessary to this end. We remain in close contact with the banks in our credit facility and are evaluating the increased risk that lenders may seek to reduce our borrowing base due to their exposure to the energy industry or for other reasons. Further, we continue to monitor debt, equity and hedging markets for opportunities to strengthen our liquidity position.
We are committed to developing and producing oil and natural gas in a responsible and safe manner. Our employees work diligently with regulatory agencies, as well as environmental, wildlife and community organizations, to ensure that exploration and development activities meet stakeholders expectations and regulatory requirements.
While there are currently no unannounced agreements for the acquisition of any material businesses or assets, future acquisitions or dispositions could have a material impact on our financial condition and results of operations by increasing or decreasing our reserves, production and revenues as well as expenses and future capital expenditures. We currently anticipate that we would finance any future acquisitions with available borrowings under our Amended Credit Facility, sales of properties, other indebtedness, and/or debt, equity or equity-linked securities. Our prior acquisitions and capital expenditures were financed with a combination of cash on hand, funding from the sale of our equity securities, our Amended Credit Facility, other debt financing and cash flows from operations.
Because of our growth through acquisitions and, more recently, development of our properties and sales of properties in 2013, 2014 and 2015, our historical results of operations and period-to-period comparisons of these results and certain financial data may not be meaningful. In addition, past results are not indicative of future results.
The following table summarizes the estimated net proved reserves and related Standardized Measure for the years indicated. The Standardized Measure is not intended to represent the current market value of our estimated oil and natural gas reserves.
(1)
December 31, 2015 reserves were based on average prices of $50.28 WTI per Bbl of oil, $2.59 Henry Hub per Mcf of natural gas and $20.37 per Bbl of NGLs. December 31, 2014 reserves were based on average prices of $94.99 WTI for oil, $4.35 Henry Hub for natural gas and $39.65 for NGLs. December 31, 2013 reserves were based on average prices of $96.91 WTI for oil, $3.67 Henry Hub for natural gas and $39.75 NGLs.
The following table summarizes the average sales prices received for oil, natural gas and NGLs, before the effects of hedging contracts, for the years indicated:
The following table summarizes the average sales prices received for oil, natural gas and NGLs, after the effects of hedging contracts, for the years indicated:
Commodity prices are inherently volatile and are influenced by many factors outside of our control. We plan our activities and capital budget using what we believe to be conservative sales price assumptions and our existing hedge position. We currently have hedged 2,478,600 barrels of oil and 1,830,000 MMbtu of natural gas or approximately 50% of our expected 2016 production and 683,250 barrels of oil for our 2017 production at price levels that provide some economic certainty to our cash flows. We focus our efforts on increasing oil, natural gas and NGLs reserves and production while controlling costs at a level that is appropriate for long-term operations. Our future earnings and cash flows are dependent on our ability to manage our revenues and overall cost structure to a level that allows for profitable production.
Results of Operations
Year Ended December 31, 2015 Compared with Year Ended December 31, 2014
The following table sets forth selected operating data for the periods indicated:
*
Not meaningful.
(1)
See the below production revenues and volumes of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information related to revenue and production.
(2)
During March 2010, we entered into two firm natural gas pipeline transportation contracts to provide a guaranteed outlet for production from the West Tavaputs area of the Uinta Basin and the Gibson Gulch area of the Piceance Basin. These transportation contracts were not included in the sales of these assets in December 2013 and September 2014, respectively. Both firm transportation contracts require the pipeline to provide transportation capacity and require us to pay transportation charges regardless of the amount of pipeline capacity utilized and expire July 31, 2021. Beginning October
1, 2014, and as a result of the previous divestitures of the associated gas assets, these transportation costs were excluded from gathering, transportation and processing expense and included in unused commitments expense in the Consolidated Statements of Operations.
(3)
Long-term cash and equity incentive compensation is presented herein as a separate line item but is combined with general and administrative expense for a total of $53.9 million and $53.4 million for the years ended December 31, 2015 and 2014, respectively, in the Consolidated Statements of Operations. This separate presentation is a non-GAAP measure. Management believes the separate presentation of long-term cash and equity incentive compensation from general and administrative expense allows for a more accurate comparison to our peers, which may have higher or lower expense associated with cash performance compensation programs and stock-based grants.
(4)
Excludes long-term cash and equity incentive compensation as described in Note 3 above. This presentation is a non-GAAP measure. Average costs per Boe for general and administrative expense, including long-term cash and equity incentive compensation expense, as presented in the Consolidated Statements of Operations, were $8.17 and $5.86 for the years ended December 31, 2015 and 2014, respectively.
Production Revenues and Volumes. Production revenues decreased to $204.5 million for the year ended December 31, 2015 from $464.1 million for the year ended December 31, 2014. The decrease in production revenues was due to a 28% decrease in production volumes and a 39% decrease in the average realized prices per Boe before hedging. The decrease in production volumes reduced production revenues by approximately $78.2 million, while the decrease in average prices decreased production revenues by approximately $181.4 million.
Total production volumes of 6.6 MMBoe for the year ended December 31, 2015 decreased from 9.1 MMBoe for the year ended December 31, 2014. The decrease is primarily related to the Piceance Divestiture and Powder River Oil Divestitures, along with a 23% decrease in production from the Uinta Oil Program due to natural production declines with no significant drilling or recompletion activities to offset these declines. The decrease in production was partially offset by a 70% overall increase in DJ Basin production. Additional information concerning production is in the following table:
*
Not meaningful.
(1)
Includes oil, NGL and natural gas volumes of 177 MBbls, 911 MBbls and 14,808 MMcf, respectively, from the Piceance Basin and 326 MBbls, 22 MBbls and 480 MMcf, respectively, from the Powder River Basin for the year ended December 31, 2014.
Other Operating Revenues. Other operating revenues decreased to $3.4 million for the year ended December 31, 2015 from $8.2 million for the year ended December 31, 2014. Other operating revenues for 2015 consisted of a $1.3 million true up related to the sold properties in the West Tavaputs area of the Uinta Basin. The West Tavaputs properties were sold in December 2013. In addition, other operating revenues for 2015 includes income of $1.6 million related to gathering and compression fees received from third parties and $0.5 million related to the sale of seismic data.
Other operating revenues increased to $8.2 million for the year ended December 31, 2014 from $2.5 million for the year ended December 31, 2013. Other operating revenues for 2014 consisted of $5.9 million related to the recovery of processing deductions on NGL revenues and $2.3 million of income from gathering and compression fees received from third parties. The $5.9 million related to the recovery of processing deductions on NGL revenues is based on guidance provided by the Office of Natural Resources Revenue ("ONRR"). Additional processing deductions were taken against NGL royalties paid on Federal and State leases from 2008 through July 2013 in the West Tavaputs area of the Uinta Basin.
Lease Operating Expense ("LOE"). LOE decreased to $6.48 per Boe for the year ended December 31, 2015 from $6.62 per Boe for the year ended December 31, 2014. The decrease per Boe for the year ended December 31, 2015 compared with the year ended December 31, 2014 is related to operational efficiencies, a decrease in service industry costs, reduced workover
activity in the Uinta Basin and our decision to shut-in certain Uinta Basin wells due to the current low commodity price environment.
Gathering, Transportation and Processing ("GTP") Expense. GTP expense decreased to $0.53 per Boe for the year ended December 31, 2015 from $3.89 per Boe for the year ended December 31, 2014. GTP on a per Boe basis decreased due to inherently lower GTP from our oil producing properties in the DJ and Uinta Basin development areas and due to the sale of natural gas properties with higher GTP expense per Boe in the Piceance Divestiture. In addition, beginning October 1, 2014, costs associated with unused firm natural gas pipeline transportation contracts have been included in unused commitments in the Consolidated Statements of Operations. See "Unused Commitments" below for further information.
Production Tax Expense. Total production taxes decreased to $12.2 million for the year ended December 31, 2015 from $31.3 million for the year ended December 31, 2014. The overall decrease in production tax expense is related to lower sales volumes as the result of the Piceance Divestiture and the Powder River Oil Divestitures and a 39% decrease in average realized prices before hedging. Production taxes are primarily based on the wellhead values of production, which exclude gains and losses associated with hedging activities. Production taxes as a percentage of oil, natural gas and NGL sales before hedging adjustments were 6.0% and 6.8% for the years ended December 31, 2015 and December 31, 2014, respectively.
Production tax rates vary across the different areas in which we operate. As the proportion of our production changes from area to area, our average production tax rate will vary depending on the quantities produced from each area and the production tax rates in effect for those areas.
Impairment, Dry Hole Costs and Abandonment Expense. Our impairment, dry hole costs and abandonment expense for the years ended December 31, 2015 and 2014 is summarized below:
(1)
Due to the continued decline in oil prices, we recognized a non-cash impairment charge associated with the proved and unproved oil and gas properties in the Uinta Oil Program for the year ended December 31, 2015.
(2)
As the result of the Powder River Oil Divestiture, the carrying values of the remaining properties were analyzed relative to their estimated fair market values. As a result, we recognized impairment expense on proved properties of $14.8 million for the year ended December 31, 2014. These properties were classified as held for sale as of December 31, 2014. In addition, $1.0 million of proved property impairment expense was incurred during the year ended December 31, 2014 related to the West Tavaputs Divestiture based upon a true-up of previously estimated carrying value. See Note 4 of the Notes to Consolidated Financial Statements for more information related to these divestitures.
(3)
As a result of unsuccessful drilling and completion activity by an industry partner in the Paradox Basin, we recognized impairment expense of $11.6 million during the year ended December 31, 2014 related to the remaining unproved property in the Paradox Basin. We recognized impairment expense of $6.1 million related to certain unproved oil and gas properties in the Uinta Basin as a result of having no future plans to evaluate the acreage. In addition, we recognized impairment expense of $6.4 million as the result of the Powder River Oil Divestiture as discussed above.
We review our proved oil and natural gas properties for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. We estimate the expected future cash flows of our oil and gas properties and compare these undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount of the oil and natural gas properties to fair value. The factors used to determine fair value include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of reserves, future commodity
pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk associated with realizing the projected cash flows.
Unproved oil and gas properties are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage and other relevant matters. We generally expect impairments of unproved properties to be more likely to occur in periods of low commodity prices because we will be less likely to devote capital to exploration activities. If our attempts to market interests in certain properties to industry partners are unsuccessful, we may record additional leasehold impairments.
Given the decline in current and projected future commodity prices, we will continue to review our acreage position and future drilling plans. In addition, we will assess the carrying value of our properties relative to their estimated future net cash flows. Estimated future net cash flows from our properties are based on our aggregate best estimates of future production, commodity pricing, gathering and transportation deducts, production tax rates, lease operating expenses and future development costs as of the balance sheet date.
Our current recoverability test on our existing proved oil and gas properties as of December 31, 2015 uses commodity pricing based on a combination of assumptions management uses in its budgeting and forecasting process adjusted for geographical location and quality differentials as well as other factors that management believes will impact realized prices. The application of this test as of December 31, 2015 results in a surplus of future estimated net cash flows over carrying value of approximately $400.0 million and $292.0 million for the Uinta Oil Program and DJ Basin, respectively. We estimate that the surplus in the Uinta Oil Progam would decrease by approximately $20.0 million to $25.0 million and the DJ Basin would decrease by approximately $35.0 million to $40.0 million for every $1.00 decrease in future oil prices. If impairment is necessary then we would reduce the carrying value to fair value. The factors used to determine fair value include, but are not limited to, recent sales prices of comparable properties, indications from marketing activities, the present value of future revenues, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates used by market participants that are commensurate with the risks inherent in the development and production of the underlying oil and natural gas. If commodity prices remain at current or lower levels during 2016, it is likely that we will incur a significant impairment.
(Gain) Loss on Divestitures. (Gain) loss on divestitures decreased to a loss of $1.7 million for the year ended December 31, 2015 from a loss of $100.4 million for the year ended December 31, 2014. (Gain) loss on divestitures for the year ended December 31, 2015 is primarily related to the loss on the sale of frac tank trailers previously used in completion operations in the amount of $2.4 million, offset by net gains related to purchase price adjustments for the Piceance Divestiture and the sale or exchange of the majority of our Powder River Basin assets ("Powder River Oil Divestiture"). (Gain) loss on divestitures for the year ended December 31, 2014 consisted of a $79.5 million loss related to the Piceance Divestiture and a $24.5 million loss related to the Powder River Oil Divestiture, offset by $3.6 million in net gains realized from the sale of other properties. See Note 4 to the Consolidated Financial Statements for more information related to these divestitures.
Depreciation, Depletion and Amortization ("DD&A"). DD&A decreased to $205.3 million for the year ended December 31, 2015 compared with $235.8 million for the year ended December 31, 2014. The decrease of $30.5 million was a result of a 28% decrease in production for the year ended December 31, 2015 compared with the year ended December 31, 2014, partially offset by an increase in the DD&A rate. The decrease in production accounted for a $65.2 million decrease in DD&A expense, while the overall increase in the DD&A rate accounted for $34.7 million of additional DD&A expense.
Under successful efforts accounting, depletion expense is calculated on a field-by-field basis based on geologic and reservoir delineation using the unit-of-production method. The capital expenditures for proved properties for each field compared to the proved reserves corresponding to each producing field determine a depletion rate for current production. For the year ended December 31, 2015, the relationship of capital expenditures, proved reserves and production from certain producing fields yielded a depletion rate of $31.14 per Boe compared with $25.88 per Boe for the year ended December 31, 2014. The increase in the DD&A rate during the year ended December 31, 2015 was due to an increase in oil development, which has higher capital costs per Boe compared to natural gas development, and to the 2014 sale of natural gas properties in the Piceance Divestiture which had lower capital costs per Boe compared to oil development. Due to the continued decline in oil prices, we recognized a non-cash impairment charge associated with proved oil and gas properties in the Uinta Oil Program for the year ended December 31, 2015. As a result of the impairment, management believes future depletion rates will be lower; however, future depletion rates will be adjusted to reflect capital expenditures, proved reserve changes, well performance and any additional proved property impairments or sales of properties.
Unused Commitments. Unused commitments were $19.1 million for the year ended December 31, 2015 compared to $4.4 million for the year ended December 31, 2014. During March 2010, we entered into two firm natural gas pipeline
transportation contracts to provide a guaranteed outlet for production from the West Tavaputs area of the Uinta Basin and the Gibson Gulch area of the Piceance Basin. These transportation contracts were not included in the sales of these assets in December 2013 and September 2014, respectively. Both firm transportation contracts require the pipeline to provide transportation capacity and require us to pay transportation charges regardless of the amount of pipeline capacity utilized and expire July 31, 2021. Beginning October 1, 2014, and as a result of the previous divestitures of the associated gas assets, these transportation costs were excluded from gathering, transportation and processing expense and included in unused commitments expense in the Consolidated Statements of Operations.
In addition, unused commitment expense for the year ended December 31, 2015 included $1.4 million associated with a
take-or-pay purchase agreement for the supply of carbon dioxide ("CO2"). The agreement imposes a minimum volume
commitment to purchase CO2 to be used in fracture stimulation operations at a contracted price. Since we did not take delivery of the minimum volume required, we were obligated to pay the total deficiency of $1.4 million at the end of the contract term, November 30, 2015.
General and Administrative Expense. General and administrative expense, excluding long-term cash and equity incentive compensation, increased to $43.1 million for the year ended December 31, 2015 from $42.0 million for the year ended December 31, 2014. The increase of $1.1 million was the result of an increase in employee benefit costs for the year ended December 31, 2015 compared to the year ended December 31, 2014. General and administrative expense excluding long-term cash and equity incentive compensation is a non-GAAP measure. See Note 1 to the table on page 41 for a reconciliation and explanation. On a per Boe basis, general and administrative expense, excluding long-term cash and equity incentive compensation, increased to $6.53 in 2015 from $4.61 in 2014, primarily related to the 28% decrease in production from 2015 compared with 2014.
Long-term cash and equity incentive compensation for the years ended December 31, 2015 and 2014 were $10.8 million and $11.4 million, respectively. The components of long-term cash and equity incentive compensation expense for each of the years ended December 31, 2015 and 2014 are shown in the following table:
(1)
Beginning in the second quarter of 2015, the employer matching contribution to the employees 401(k) account was paid entirely in cash.
(2)
The performance cash units will be settled in cash for the performance metrics that are met. No cash performance units were granted during 2014.
Interest Expense. Interest expense decreased to $65.3 million for the year ended December 31, 2015 from $69.6 million for the year ended December 31, 2014. The decrease for the year ended December 31, 2015 was primarily due to using the proceeds from the Piceance Divestiture to reduce the average debt balance. Our weighted average interest rate for the year ended December 31, 2015 was 8.1% compared with 6.9% for the year ended December 31, 2014. The increase in the average interest rate for the year ended December 31, 2015 was due to paying down our Amended Credit Facility and our Convertible Notes, both of which have lower interest rates than our remaining bonds. In addition, we expensed deferred financing charges of $1.6 million related to amending the credit facility during the year ended December 31, 2015. See Note 5 to the accompanying Consolidated Financial Statements for additional details related to the amendment of the credit facility.
Commodity Derivative Gain (Loss). Commodity derivative gain (loss) was a gain of $104.1 million for the year ended December 31, 2015 compared to a gain of $197.4 million for the year ended December 31, 2014. The gain on commodity derivatives is related to fluctuations of oil, natural gas and NGL future pricing compared to actual pricing of commodity hedges in place as of December 31, 2015 and December 31, 2014.
The table below summarizes our commodity derivative gains and losses that were recognized in the periods presented:
In 2015, approximately 91% of our oil volumes and 88% of our natural gas volumes were covered by financial hedges, which resulted in increases in oil revenues of $167.8 million and natural gas revenues of $11.8 million after settlements for all commodity derivatives. The $179.6 million gain on settlements for the year ended December 31, 2015 was included in commodity derivative gain (loss) in the Consolidated Statements of Operations.
In 2014, approximately 87% of our oil volumes, 87% of our natural gas volumes and 18% of our NGL related volumes were covered by financial hedges, which resulted in an increase in oil revenues of $6.4 million, offset by decreases in natural gas revenues of $7.1 million and NGL revenues of $0.1 million after settlements for all commodity derivatives. Of the loss on total settlements of $0.8 million for the year ended December 31, 2014, a gain of $1.1 million was included in oil, gas and NGL production revenues and a loss of $1.9 million was included in commodity derivative gain (loss) in the Consolidated Statements of Operations.
Income Tax (Expense) Benefit. Income tax benefit totaled $177.1 million for the year ended December 31, 2015 compared with an income tax expense of $17.9 million for the year ended December 31, 2014, resulting in effective tax rates of 26.6% and 54.3%, respectively. For the year ended December 31, 2015, the significant increase in the tax benefit was a result of recognizing a $572.4 million non-cash impairment charge against our Uinta Oil Program's proved and unproved oil and gas properties, increasing our projected 2015 pretax loss. Our increased projected 2015 pretax loss puts us in a net deferred tax asset position, before any valuation allowance, at December 31, 2015. In regard to our net deferred tax asset position, we considered all available evidence in assessing the need for a valuation allowance against the deferred tax asset. We recorded a $75.0 million valuation allowance for the year ended December 31, 2015. The valuation allowance decreased our effective tax rate by 11.3% for the year ended December 31, 2015. Additionally for both the 2015 and 2014 periods, our effective tax rate differs from the federal statutory rate primarily as a result of recording permanent differences for stock-based compensation expense, lobbying and political contributions, and officer compensation as well as the effect of state income taxes.
Year Ended December 31, 2014 Compared with Year Ended December 31, 2013
The following table sets forth selected operating data for the periods indicated:
*
Not meaningful.
(1)
Non-cash stock-based compensation expense is presented herein as a separate line item but is combined with general and administrative expense for a total of $53.4 million and $64.9 million for the years ended December 31, 2014 and 2013, respectively, in the Consolidated Statements of Operations. This separate presentation is a non-GAAP measure. Management believes the separate presentation of the non-cash component of general and administrative expense is useful because the cash portion provides a better understanding of cash required for our general and administrative expenses. We also believe that this disclosure allows for a more accurate comparison to our peers, which may have higher or lower expenses associated with stock-based grants.
(2)
Average realized prices shown in the table are net of the effects of all settled commodity hedging transactions related to current period production.
(3)
Excludes non-cash stock-based compensation expense as described in Note 1 above. This presentation is a non-GAAP measure. Average costs per Boe for general and administrative expense, including non-cash stock-based compensation expense, as presented in the Consolidated Statements of Operations, were $5.86 and $4.48 for the years ended December 31, 2014 and 2013, respectively.
Production Revenues and Volumes. Production revenues decreased to $464.1 million for the year ended December 31, 2014 from $565.6 million for the year ended December 31, 2013. The decrease in production revenues was primarily due to a 37% decrease in production volumes, offset by an increase in the average price per Boe. The decrease in production volumes reduced production revenues by approximately $273.3 million, while the increase in average prices increased production revenues by approximately $171.8 million.
We discontinued hedge accounting as of January 1, 2012. All accumulated gains or losses related to the discontinued cash flow hedges were recorded in accumulated other comprehensive income ("AOCI") as of January 1, 2012 and remained in AOCI until the underlying transaction occurred. As the underlying transaction occurred, these gains or losses were reclassified from AOCI into oil, gas and NGL production revenues. The amount reclassified to oil, gas and NGL production revenues was a gain of $1.1 million and $7.5 million for the years ended December 31, 2014 and 2013, respectively. All cash flow hedge accounting transactions were completed as of December 31, 2014.
Total production volumes of 9.1 MMBoe for the year ended December 31, 2014 decreased from 14.5 MMBoe for the year ended December 31, 2013. The decrease is primarily related to sales of all of our natural gas assets in the West Tavaputs Divestiture on December 10, 2013 and in the Piceance Divestiture on September 30, 2014. These decreases were partially offset by a 118% overall increase in DJ Basin production. Additional information concerning production is in the following table:
*
Not meaningful.
(1)
Other for 2013 includes Uinta - West Tavaputs natural gas volumes of 21,714 MMcf and oil production of 30 MBbls.
Other Operating Revenues. Other operating revenues increased to $8.2 million for the year ended December 31, 2014 from $2.5 million for the year ended December 31, 2013. Other operating revenues for 2014 consisted of $5.9 million related to the recovery of processing deductions on NGL revenues and $2.3 million of income from gathering and compression fees received from third parties. The $5.9 million related to the recovery of processing deductions on NGL revenues is based on guidance provided by the Office of Natural Resources Revenue ("ONRR"). Additional processing deductions were taken against NGL royalties paid on Federal and State leases from 2008 through July 2013 in the West Tavaputs area of the Uinta Basin.
Other operating revenues for 2013 consisted of $0.2 million in net gains realized from the sale of properties and $2.3 million of income from gathering, compression and salt water disposal fees received from third parties. The net realized gains from the sale of properties for the year ended December 31, 2013 related to a loss of $3.1 million from purchase price adjustments of properties sold in 2012, offset by a gain of $3.3 million from selldowns of other properties.
Lease Operating Expense. LOE increased to $6.62 per Boe for the year ended December 31, 2014 from $4.85 per Boe for the year ended December 31, 2013. LOE on a per Boe basis is inherently higher from our oil producing properties such as those in our Uinta Oil and DJ Basin development areas.
Gathering, Transportation and Processing Expense. GTP expense decreased to $3.89 per Boe for the year ended December 31, 2014 from $4.65 per Boe for the year ended December 31, 2013. GTP on a per Boe basis decreased due to inherently lower GTP from our oil producing properties such as those in our Uinta and DJ Basin development areas.
During March 2010, we entered into two firm natural gas pipeline transportation contracts to provide a guaranteed outlet for production from the West Tavaputs area of the Uinta Basin and the Gibson Gulch area of the Piceance Basin. These transportation contracts were not included in the sales of these assets in December 2013 and September 2014, respectively. Accordingly, we will continue to incur monthly demand charges of approximately $1.5 million for the remaining term of six years even though we no longer utilizes these contracts. These costs were included in unused commitments in the Consolidated Statements of Operations after completion of the Piceance Divestiture on September 30, 2014.
Production Tax Expense. Total production taxes increased to $31.3 million for the year ended December 31, 2014 from $27.2 million for the year ended December 31, 2013. Production taxes are primarily based on the wellhead values of production, which exclude gains and losses associated with hedging activities. Production taxes as a percentage of oil, natural gas and NGL sales before hedging adjustments were 6.8% and 4.9% for the years ended December 31, 2014 and December 31, 2013, respectively.
Production tax rates vary across the different areas in which we operate. As the proportion of our production changes from area to area, our average production tax rate will vary depending on the quantities produced from each area and the production tax rates in effect for those areas. The increase in the overall production tax rate is consistent with our production increase in areas with higher production tax rates.
Exploration Expense. Exploration expense for the year ended December 31, 2014 was $0.5 million compared to $0.3 million for the year ended December 31, 2013. Exploration expense for the year ended December 31, 2014 consisted of $0.3 million of geological and geophysical seismic programs and $0.2 million for delay rentals across all basins. Exploration expense for the year ended December 31, 2013 consisted of $0.3 million for delay rentals across all basins.
Impairment, Dry Hole Costs and Abandonment Expense. Our impairment, dry hole costs and abandonment expense for the years ended December 31, 2014 and 2013 is summarized below:
As the result of the Powder River Oil Divestiture, the carrying values of the remaining properties were analyzed relative to their estimated fair market values. As a result, the Company recognized impairment expense on proved properties of $14.8 million for the year ended December 31, 2014. These properties were classified as held for sale as of December 31, 2014. In addition, $1.0 million of proved property impairment expense was incurred during the year ended December 31, 2014 related to the West Tavaputs Divestiture based on a true-up of previously estimated carrying value. See Note 4 to the Consolidated Financial Statements for more information related to these divestitures.
As a result of unsuccessful drilling and completion activity by an industry partner in the Paradox Basin, the Company recognized impairment expense of $11.6 million during the year ended December 31, 2014 related to the remaining unproved property in the Paradox Basin. The Company recognized impairment expense of $6.1 million related to certain unproved oil and gas properties in the Uinta Basin as a result of having no future plans to evaluate the acreage. In addition, the Company recognized impairment expense of $6.4 million as the result of the Powder River Oil Divestiture as discussed above.
We recognized $207.0 million of proved impairment expense and $2.5 million of unproved property impairment expense during the year ended December 31, 2013 related to our West Tavaputs properties based upon an analysis of the carrying value of the related properties relative to their estimated fair values. These assets were sold in December 2013. In addition, we recognized $17.1 million of impairment expense related to certain unproved oil and gas properties within exploration projects primarily as a result of having no future plans to evaluate the remaining acreage and an estimated market value below our carrying value.
(Gain) Loss on Divestitures. Loss on divestitures for the year ended December 31, 2014 consisted of a $79.5 million loss related to the Piceance Divestiture and a $24.5 million loss related to the sale or exchange of the majority of our Powder River Basin assets ("Powder River Oil Divestiture") during the three months ended September 30, 2014, offset by $3.6 million in net gains realized from the sale of other properties. See Note 4 to the Consolidated Financial Statements for more information related to these divestitures.
Depreciation, Depletion and Amortization. DD&A decreased to $235.8 million for the year ended December 31, 2014 compared with $279.8 million for the year ended December 31, 2013. The decrease of $44.0 million was a result of a 37% decrease in production for the year ended December 31, 2014 compared with the year ended December 31, 2013, partially offset by an increase in the DD&A rate. The decrease in production accounted for a $103.7 million decrease in DD&A expense, while the overall increase in the DD&A rate accounted for $59.7 million of additional DD&A expense.
Under successful efforts accounting, depletion expense is calculated on a field-by-field basis based on geologic and reservoir delineation using the unit-of-production method. The capital expenditures for proved properties for each field compared to the proved reserves corresponding to each producing field determine a depletion rate for current production. For the year ended December 31, 2014, the relationship of capital expenditures, proved reserves and production from certain producing fields yielded a depletion rate of $25.88 per Boe compared with $19.33 per Boe for the year ended December 31, 2013. The increase in the DD&A rate during the year ended December 31, 2014 was due to an increase in oil development, which has higher capital cost per Boe compared to natural gas development. Future depletion rates will be adjusted to reflect capital expenditures, proved reserve changes and well performance.
Unused Commitments. Unused commitments for the year ended December 31, 2014 were $4.4 million. During March 2010, we entered into two firm natural gas pipeline transportation contracts to provide a guaranteed outlet for production from the West Tavaputs area of the Uinta Basin and the Gibson Gulch area of the Piceance Basin. These transportation contracts were not included in the sales of these assets in December 2013 and September 2014, respectively. Accordingly, we will continue to incur monthly demand charges of approximately $1.5 million for the remaining term of six years even though we no longer utilize these contracts. These costs were previously included in gathering, transportation and processing expense in the Consolidated Statements of Operations prior to the completion of the Piceance Divestiture on September 30, 2014.
General and Administrative Expense. General and administrative expense, excluding non-cash stock-based compensation, decreased to $42.0 million for the year ended December 31, 2014 from $49.1 million for the year ended December 31, 2013. The decrease of $7.1 million was primarily the result of a 19% decrease in the number of employees as of December 31, 2014 compared to December 31, 2013, due to our divestitures. General and administrative expense excluding non-cash stock-based compensation is a non-GAAP measure. See Note 1 to the table on page 47 for a reconciliation and explanation. On a per Boe basis, general and administrative expense, excluding non-cash stock-based compensation, increased to $4.61 in 2014 from $3.39 in 2013, primarily related to the 37% decrease in production from 2014 compared with 2013.
Non-cash charges for stock-based compensation for the years ended December 31, 2014 and 2013 were $11.4 million and $15.8 million, respectively. Non-cash stock-based compensation expense for each of the years ended December 31, 2014 and 2013 related primarily to vesting of our stock option awards and nonvested shares of common stock issued to employees.
The components of non-cash stock-based compensation for the years ended December 31, 2014 and 2013 are shown in the following table:
Interest Expense. Interest expense decreased to $69.6 million for the year ended December 31, 2014 from $88.5 million for the year ended December 31, 2013. The decrease for the year ended December 31, 2014 was primarily due to using the proceeds from the West Tavaputs Divestiture and Piceance Divestiture to lower the average debt balance. Our weighted average interest rate for the year ended December 31, 2014 was 6.9% compared with 7.2% for the year ended December 31, 2013.
Commodity Derivative Gain (Loss). Commodity derivative gain (loss) was a gain of $197.4 million for the year ended December 31, 2014 compared to a loss of $23.1 million for the year ended December 31, 2013. The gain or loss on commodity derivatives is related to fluctuations of oil, natural gas and NGL future pricing compared to actual pricing of commodity hedges in place as of December 31, 2014 and December 31, 2013.
The table below summarizes our commodity derivative gains and losses that were recognized in the periods presented:
In 2014, approximately 87% of our oil volumes, 87% of our natural gas volumes and 18% of our NGL related volumes were covered by financial hedges, which resulted in an increase in oil revenues of $6.4 million, offset by decreases in natural gas revenues of $7.1 million and NGL revenues of $0.1 million after settlements for all commodity derivatives. Of the loss on total settlements of $0.8 million for the year ended December 31, 2014, a gain of $1.1 million was included in oil, gas and NGL production revenues and a loss of $1.9 million was included in commodity derivative gain (loss) in the Consolidated Statements of Operations.
In 2013, approximately 83% of our oil volumes, 92% of our natural gas volumes and 16% of our NGL related volumes were covered by financial hedges, which resulted in a decrease in oil revenues of $0.8 million, offset by increases in natural gas revenues of $10.8 million and NGL revenues of $2.8 million after settlements for all commodity derivatives. Of the gain on total settlements of $12.8 million for the year ended December 31, 2013, a gain of $7.5 million was included in oil, gas and NGL production revenues and a gain of $5.3 million was included in commodity derivative gain (loss) in the Consolidated Statements of Operations.
Income Tax (Expense) Benefit. Income tax expense totaled $17.9 million for the year ended December 31, 2014 compared with an income tax benefit of $118.6 million for the year ended December 31, 2013, resulting in effective tax rates of 54.3% and 38.1%, respectively. For both the 2014 and 2013 periods, our effective tax rate differs from the federal statutory rate primarily as a result of recording stock-based compensation expense and other operating expenses that are not deductible for income tax purposes as well as the effect of state income taxes. The effective tax rate change for December 31, 2014 was a result of recording an increase in the beginning deferred balances as a result of an increased state effective rate. At December 31, 2014, we had approximately $168.2 million of federal tax net operating loss carryforwards, or "NOLs", which expire beginning in 2027. We also had a federal alternative minimum tax credit carryforward of $1.7 million, which has no expiration date. We believe it is more likely than not that we will use these tax attributes to offset and reduce tax liabilities in future years. At December 31, 2014, we had approximately $7.9 million of state income tax credit carryforwards. As of that date, we continued to believe that it is more likely than not that this deferred tax asset would not be realized, and therefore a valuation allowance was recorded for the state tax credits.
Capital Resources and Liquidity
Our primary sources of liquidity since our formation in January 2002 have been net cash provided by operating activities, sales and other issuances of equity and debt securities, notes and senior notes, bank credit facilities, proceeds from sale-leasebacks, joint exploration agreements and sales of interests in properties. Our primary use of capital has been for the development, exploration and acquisition of oil and natural gas properties. As we pursue profitable reserves and production growth, we continually monitor the capital resources, including potential issuances of equity and debt securities, available to us to meet our future financial obligations, planned capital expenditure activities and liquidity. Our future success in growing proved reserves and production will be highly dependent on capital resources available to us and our success in finding or acquiring additional reserves. We believe that we have sufficient liquidity available to us from cash flows from operations and cash on hand for our planned uses of capital over the next twelve months. Furthermore, as of February 29, 2016, we had no amounts outstanding under the Amended Credit Facility. However, we expect to pursue opportunities to further improve our liquidity position through capital markets or other transactions if we believe conditions to be favorable. If commodity prices continue to decline, our capital availability and liquidity is likely to be adversely affected as current hedges are realized in 2016 and 2017.
At December 31, 2015, we had cash and cash equivalents of $128.8 million and no amounts outstanding under our Amended Credit Facility. Our borrowing base is dependent on our proved reserves and hedge position and as of December 31, 2015 was $375.0 million. Our borrowing capacity was reduced by $26.0 million to $349.0 million as of December 31, 2015 due to an outstanding irrevocable letter of credit related to a firm transportation agreement. As commodity prices have declined, lenders will reduce the future commodity pricing used to value our reserves. As a result, we estimate that our April 1, 2016 scheduled redetermination will reduce our borrowing base by an amount of up to $75.0 million.
Cash Flow from Operating Activities
Net cash provided by operating activities was $193.7 million, $261.7 million and $265.3 million in 2015, 2014 and 2013, respectively. The changes in net cash provided by operating activities are discussed above in "Results of Operations". The decrease in net cash provided by operating activities for the year ended December 31, 2015 compared to 2014 and 2013 was due to asset sales in 2014 and the related decrease in production revenues offset by a 28% increase in production from our core development areas. In addition, lower commodity prices, offset by lower lease operating expense and production tax expense, decreased net cash provided by operating activities.
Commodity Hedging Activities
Our operating cash flow is sensitive to many variables, the most significant of which is the volatility of prices for oil, natural gas and NGLs. Prices for these commodities are determined primarily by prevailing market conditions. National and worldwide economic activity and political stability, weather, infrastructure capacity to reach markets, supply levels and other variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict.
To mitigate some of the potential negative impact on cash flow caused by changes in oil, natural gas and NGL prices, we have entered into financial commodity swap contracts to receive fixed prices for a portion of our production revenue. At December 31, 2015, we had in place crude oil swaps covering portions of our 2016 and 2017 production and natural gas swaps covering portions of our 2016 production.
In addition to financial contracts, we may at times enter into various physical commodity contracts for the sale of oil, natural gas and NGLs that cover varying periods of time and have varying pricing provisions. These physical commodity contracts qualify for the normal purchase and normal sales exception and, therefore, are not subject to hedge or mark-to-market accounting. The financial impact of physical commodity contracts is included in oil, gas and NGL production revenues at the time of settlement.
All derivative instruments, other than those that meet the normal purchase and normal sales exception as mentioned above, are recorded at fair market value and are included in the Consolidated Balance Sheets as assets or liabilities. All fair values are adjusted for non-performance risk. All changes in the derivative's fair value are recorded in earnings. These mark-to-market adjustments produce a degree of earnings volatility but have no cash flow impact relative to changes in market prices. Our cash flow is only impacted when the associated derivative instrument contract is settled by making a payment to or receiving a payment from the counterparty.
At December 31, 2015, the estimated fair value of all of our commodity derivative instruments was a net asset of $119.5 million, comprised of current and long-term assets.
The table below summarizes the realized and unrealized gains and losses that we recognized related to our oil, natural gas and NGL derivative instruments for the periods indicated:
(1)
Included in oil, gas and NGL production revenues in the Consolidated Statements of Operations.
(2)
Included in commodity derivative gain (loss) in the Consolidated Statements of Operations.
(3)
Realized and unrealized gains and losses on commodity derivatives are presented herein as separate line items but are combined for a total commodity derivative gain (loss) in the 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.
The following table summarizes all of our hedges in place as of December 31, 2015. There were no hedges entered into subsequent to December 31, 2015 through February 2, 2016.
By removing the price volatility from a portion of our oil related revenue for 2016 and 2017, and natural gas related revenue for 2016, we have mitigated, but not eliminated, the potential effects of changing prices on our operating cash flow for those periods. While mitigating negative effects of falling commodity prices, these derivative contracts also limit the benefits we would receive from increases in commodity prices.
It is our policy to enter into derivative contracts with counterparties that are lenders in the Amended Credit Facility, affiliates of lenders in the Amended Credit Facility or potential lenders in the Amended Credit Facility. Our derivative contracts are documented using an industry standard contract known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. ("ISDA") Master Agreement or other contracts. Typical terms for these contracts include credit support requirements, cross default provisions, termination events and set-off provisions. We are not required to provide any credit support to our counterparties other than cross collateralization with the properties securing the Amended Credit Facility. We have set-off provisions in our derivative contracts with lenders under our Amended Credit Facility which, in the event of a counterparty default, allow us to set-off amounts owed to the defaulting counterparty under the Amended Credit Facility or other obligations against monies owed us under derivative contracts. Where the counterparty is not a lender under the Amended Credit Facility, we may not be able to set-off amounts owed by us under the Amended Credit Facility, even if such counterparty is an affiliate of a lender under such facility.
Capital Expenditures
Our capital expenditures are summarized in the following tables for the periods indicated:
(1)
Capital expenditures for the year ended December 31, 2014 exclude $79.0 million related to property acquired through property exchanges.
(2)
For the years ended December 31, 2015, 2014 and 2013, we received $123.3 million, $555.4 million and $306.3 million, respectively, of proceeds principally from the sale of interests in oil and gas properties, which are not deducted from the capital expenditures presented above.
(3)
Excludes future reclamation liabilities of negative $7.5 million, negative $8.6 million and negative $6.6 million for the years ended December 31, 2015, 2014 and 2013, respectively, and includes exploration, dry hole and abandonment costs, which are expensed under successful efforts accounting, of $3.0 million, $7.2 million and $12.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Capital expenditures for acquisitions of proved and unproved properties and other real estate were $7.7 million for the year ended December 31, 2015. This was primarily related to acquisitions of unproved properties in the DJ and Uinta Basins. The decrease in drilling, development, exploration and exploitation of oil and natural gas properties to $264.3 million for the year ended December 31, 2015 from $531.4 million for the year ended December 31, 2014 primarily related to a decrease in development drilling and completion activities within the DJ and Uinta Basins as a result of lower oil and gas commodity prices.
Capital expenditures for acquisitions of proved and unproved properties and other real estate were $15.1 million for the year ended December 31, 2014. This was primarily related to our acquisitions of proved and unproved properties in the DJ, Powder River and Uinta Basins. The increase in drilling, development, exploration and exploitation of oil and natural gas properties to $531.4 million from $434.7 million for the year ended December 31, 2013 related to an increase in development drilling and completion activities in the DJ Basin.
Our current estimated capital expenditure budget in 2016 is $100.0 million to $150.0 million, with all drilling activities targeting oil. The budget includes facilities costs and excludes acquisitions. We may adjust capital expenditures throughout the year as business conditions and operating results warrant. The amount, timing and allocation of capital expenditures is generally discretionary and within our control. If oil, natural gas and NGL prices decline to levels below our acceptable levels or costs increase to levels above our acceptable levels, we could choose to defer a portion of our budgeted capital expenditures until later periods to achieve the desired balance between sources and uses of liquidity generally by prioritizing capital projects
to first focus on those that we believe will have the highest expected financial returns and ability to generate near-term cash flow. The 2016 capital program is designed to closely align capital expenditures with expected cash flows as certain drilling activity may be deferred to protect the Company's liquidity position.
We believe that we have sufficient available liquidity with available cash on hand, cash under the Amended Credit Facility and cash flow from operations to fund our 2016 budgeted capital expenditures. Future cash flows are subject to a number of variables, including our level of oil and natural gas production, commodity prices and operating costs. There can be no assurance that operations and other capital resources will provide sufficient amounts of cash flow to maintain planned levels of capital expenditures.
Financing Activities
Amended Credit Facility. We are party to a Third Amended and Restated Credit Agreement dated March 16, 2010 (the "Amended Credit Facility") with 13 lenders. We entered into two amendments to the Amended Credit Facility in 2015, a Third Amendment entered into in April and a Fourth Amendment entered into in September. The Third Amendment amended the definition of "Maturity Date" in the Amended Credit Facility to mean the earliest of (a) April 9, 2020 or (b) the date 181 days prior to the maturity of certain unsecured senior or senior subordinated debt of ours in existence as of the date of the Third Amendment or that may be incurred by us as of a future date, or any permitted refinancing debt in respect thereof. Due to the Third Amendment, we recognized interest expense of $1.6 million and a loss on extinguishment of debt of $0.8 million on the Consolidated Statements of Operations related to the acceleration of deferred financing charges during the year ended December 31, 2015. The Fourth Amendment, among other things, reaffirmed the current borrowing base at $375.0 million and relaxed certain financial covenant requirements. As of February 2, 2016, we had no amounts outstanding under the Amended Credit Facility. As credit support for future payment under a contractual obligation, a $26.0 million letter of credit has been issued under the Amended Credit Facility, which reduced the current available borrowing capacity of the Amended Credit Facility as of December 31, 2015 to $349.0 million.
Interest rates under the Amended Credit Facility are LIBOR plus applicable margins of 1.5% to 2.5% or ABR plus 0.5% to 1.5% and the unused commitment fee is between 0.375% to 0.5% based on borrowing base utilization. There were not any borrowings under the Amended Credit Facility in 2015. The average annual interest rate incurred on the Amended Credit Facility was 1.9% for the year ended December 31, 2014.
The borrowing base under the Amended Credit Facility is determined at the discretion of the lenders, based on the collateral value of our proved reserves that have been mortgaged to such lenders, and is subject to regular re-determinations on, or about April 1 and October 1 of each year, as well as following any property sales. Future borrowing bases will be computed based on proved oil, natural gas and NGL reserves, hedge positions and estimated future cash flows from those reserves calculated using future commodity pricing provided by our lenders, as well as any other outstanding debt. Lower commodity prices will impact the amount lenders will provide for a borrowing base. We estimate that our April 1, 2016 scheduled redetermination will reduce our borrowing base by an amount of up to $75.0 million.
The Amended Credit Facility also contains certain financial covenants. We are currently in compliance with all financial covenants and have complied with all financial covenants since issuance. We expect to be in compliance with all financial covenants based on the 2016 budget. However, if commodity prices continue at current levels or lower, EBITDAX will be significantly reduced, which is a critical underpinning of our required financial covenants. If this were to occur, it will make it necessary for us to negotiate an amendment to one or more of these financial covenants.
If we fail to comply with the covenants or other terms of any agreements governing our debt, our lenders and holders of our convertible notes and our senior notes may have the right to accelerate the maturity of that debt and foreclose upon the collateral, if any, securing that debt. Realization of any of these factors could adversely affect our financial condition. In September 2015, we obtained an amendment to the Amended Credit Facility that replaced our debt-to-EBITDAX covenant in the facility with a secured debt-to-EBITDAX and EBITDAX-to-interest through March 31, 2018. There can be no assurance that we will be able to obtain similar amendments, or waivers of covenant breaches, in the future if needed.
5% Convertible Senior Notes Due 2028. On March 12, 2008, we issued $172.5 million aggregate principal amount of Convertible Notes. On March 20, 2012, $147.2 million of the outstanding principal amount, or approximately 85% of the outstanding Convertible Notes, were put to us and redeemed by us at par. On March 20, 2015, $24.8 million of the remaining outstanding principal amount, or approximately 98% of the remaining outstanding Convertible Notes, were put to us and redeemed by us at par. We settled the notes in cash and recognized a gain on extinguishment of $2.6 million in the Consolidated Statements of Operations for the year ended December 31, 2015. After the redemption, $0.6 million aggregate principal amount of the Convertible Notes was outstanding as of December 31, 2015. The Convertible Notes mature on March 15, 2028, unless
earlier converted, redeemed or purchased by us. The Convertible Notes are senior unsecured obligations and rank equal in right of payment to all of our existing and future senior unsecured indebtedness, are senior in right of payment to all of our future subordinated indebtedness, and are effectively subordinated to all of our secured indebtedness with respect to the collateral securing such indebtedness. The Convertible Notes are structurally subordinated to all present and future secured and unsecured debt and other obligations of our subsidiaries. The Convertible Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee our indebtedness under the Amended Credit Facility, the 7.625% Senior Notes and the 7.0% Senior Notes.
The Convertible Notes bear interest at a rate of 5% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. Holders of the remaining Convertible Notes may require us to purchase all or a portion of their Convertible Notes for cash on each of March 20, 2018 and March 20, 2023 at a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, up to but excluding the applicable purchase date. We have the right, with at least 30 days' notice to call the Convertible Notes.
7.625% Senior Notes Due 2019. On September 27, 2011, we issued $400.0 million in principal amount of 7.625% Senior Notes due 2019 at par. The 7.625% Senior Notes mature on October 1, 2019. Interest is payable in arrears semi-annually on April 1 and October 1 of each year. The 7.625% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of our other existing and future senior unsecured indebtedness, including the Convertible Notes and 7.0% Senior Notes. The 7.625% Senior Notes are redeemable on October 1, 2015 at our option at a redemption price of 103.813% of the principal amount of the notes. The 7.625% Senior Notes are fully and unconditionally guaranteed by our subsidiaries that guarantee our indebtedness under the Amended Credit Facility, the Convertible Notes and the 7.0% Senior Notes. The 7.625% Senior Notes include certain covenants that limit our ability to incur additional indebtedness, make restricted payments, create liens or sell assets and pay dividends. We are currently in compliance with all financial covenants and have complied with all financial covenants since issuance.
7.0% Senior Notes Due 2022. On March 12, 2012, we issued $400.0 million in aggregate principal amount of 7.0% Senior Notes due 2022 at par. The 7.0% Senior Notes mature on October 15, 2022. Interest is payable in arrears semi-annually on April 15 and October 15 of each year. The 7.0% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of our other existing and future senior unsecured indebtedness, including the Convertible Notes and 7.625% Senior Notes. The 7.0% Senior Notes are redeemable at our option on October 15, 2017 at a redemption price of 103.5% of the principal amount of the notes. The 7.0% Senior Notes are fully and unconditionally guaranteed by our subsidiaries that guarantee the Amended Credit Facility, the Convertible Notes and the 7.625% Senior Notes. The 7.0% Senior Notes include certain covenants that limit our ability to incur additional indebtedness, make restricted payments, create liens or sell assets and pay dividends. We are currently in compliance with all financial covenants and have complied with all financial covenants since issuance.
Lease Financing Obligation Due 2020. We have a lease financing obligation with a balance of $3.2 million as of December 31, 2015 whereby we sold and subsequently leased back certain compressors and related facilities owned by us. The Lease Financing Obligation expires on August 10, 2020, and we have the option to purchase the equipment at the end of the lease term for the then current fair market value. The Lease Financing Obligation also contains an early buyout option pursuant to which we may purchase the equipment for $1.8 million on February 10, 2019. The lease payments related to the equipment are recognized as principal and interest expense based on a weighted average implicit interest rate of 3.3%.
Our outstanding debt is summarized below:
(1)
The aggregate estimated fair value of the Convertible Notes was approximately $0.5 million and $25.1 million as of December 31, 2015 and 2014, respectively, based on reported market trades of these instruments. On March 20, 2015, the holders put 98% of the Convertible Notes to us, leaving $0.6 million principal amount remaining.
(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 $270.2 million and $359.8 million as of December 31, 2015 and 2014, respectively, based on reported market trades of these instruments.
(4)
The aggregate estimated fair value of the 7.0% Senior Notes was approximately $272.0 million and $366.0 million as of December 31, 2015 and 2014, respectively, based on reported market trades of these instruments.
(5)
The aggregate estimated fair value of the Lease Financing Obligation was approximately $3.1 million and $3.5 million as of December 31, 2015 and 2014, 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 December 31, 2015 includes the current portion of the Lease Financing Obligation.
(7)
The current portion of long-term debt as of December 31, 2014 includes the current portion of the Lease Financing Obligation and the principal amount of the Convertible Notes.
Credit Ratings. Our credit risk is evaluated by two independent rating agencies based on publicly available information and information obtained during our ongoing discussions with the rating agencies. Moody's Investor Services and Standard & Poor's Rating Services currently rate our 7.625% Senior Notes and 7.0% Senior Notes and have assigned a credit rating. We do not have any provisions that are linked to our credit ratings, nor do we have any credit rating triggers that would accelerate the maturity of amounts due under our Amended Credit Facility, the Convertible Notes, the 7.625% Senior Notes or the 7.0% Senior Notes. However, our ability to raise funds and the costs of any financing activities will be affected by our credit rating at the time any such financing activities are conducted.
Contractual Obligations. A summary of our contractual obligations as of and subsequent to December 31, 2015 is provided in the following table:
(1)
Included in notes payable is 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 for the letter of credit is April 30, 2018. There is currently no balance outstanding under our 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. We are obligated to make annual interest payments through maturity in 2019 equal to $30.5 million.
(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 in 2022 equal to $28.0 million.
(4)
On March 12, 2008, we issued $172.5 million aggregate principal amount of Convertible Notes. On March 20, 2012 approximately 85% of the outstanding Convertible Notes, representing $147.2 million of the then outstanding principal amount, were put to us. On March 20, 2015, approximately 98% of the remaining outstanding Convertible Notes, representing $24.8 million of the then outstanding principal amount, were put to us, leaving $0.6 million principal amount remaining. 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, which is expected to occur by 2018.
(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 offices in Denver extends through March 2019.
(7)
Includes a contractual obligation of $3.2 million related to certain drilling commitments on sold properties.
(8)
We have entered into contracts that provide firm transportation capacity on pipeline systems. The remaining term on these contracts is six years. The contracts require us to pay transportation demand charges regardless of the amount of gas we deliver to the processing facility or pipeline.
(9)
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" below for a more detailed discussion of the nature of the accounting estimates involved in estimating asset retirement obligations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as of December 31, 2015.
Trends and Uncertainties
Regulatory Trends
Our future Rockies operations and cost of doing business may be affected by changes in regulations and the ability to obtain drilling permits. The regulatory environment continues to become more restrictive, which limits our ability to, and increases the costs of conducting our operations. Areas in which we operate are subject to federal, state, local and tribal regulations. Additional and more restrictive regulations have been seen at each of these governmental levels recently and there are initiatives underway to implement additional regulations and prohibitions on oil and gas activities. New rules may further impact our ability to obtain drilling permits and other required approvals in a timely manner and/or increase the costs of such permits or approvals. This may create substantial uncertainty about our production and capital expenditure targets.
Federal. Federal leases make up approximately 34% of our leaseholds. At the federal level, the policies of the current administration and the Department of the Interior have resulted in a more restrictive regulatory environment for oil and gas activities on public lands. The Secretary of Interior has issued policy directives that require additional analysis prior to leasing federal lands. Additional litigation seeking to halt our and other companies' exploration and development activities can be expected. Proposals to cause expiration of undeveloped leases, to further limit funding for processing of federal drilling permits and to eliminate categorical exclusions for oil and gas activities have been reintroduced. The "Keep It In the Ground" movement has found Congressional and Presidential candidate allies who are proposing to eliminate federal leasing for new oil and gas development.
State. We also are experiencing increased attempts to more strictly regulate oil and gas activities at the state level. For example, several statewide ballot initiatives have been filed for the 2016 election cycle that seek to restrict or limit oil and natural gas development in Colorado, notably by amending the Colorado constitution (i) to impose up to a 2,500 foot statewide drilling setback from occupied structures or water supply sources and (ii) to establish an environmental bill of rights that could increase litigation challenges to oil and gas development; and (iii) increase local government authority to limit or ban oil and gas development. Proponents of similar initiatives in 2014 withdrew them under a political compromise reached with Colorado Governor John Hickenlooper. Under the compromise, the Governor appointed a 21 member oil and gas task force (the "Task Force") by Executive Order, directing it to examine a range of issues and policy options to respond to the public concerns inherent in the withdrawn ballot initiatives. The Task Force made recommendations to the Governor in March, 2015, that were subsequently adopted by the Colorado Oil & Gas Conservation Commission ("COGCC") that: (i) increase advance consultation requirements with local governments when large scale oil and gas facilities are proposed in "urban mitigation areas" (generally within 1000' of subdivisions, schools, hospitals and other public facilities) and (ii) registration with local governments and provision of development plans to municipalities upon request. We do not anticipate significant disruption to our activities from these new rules given the rural nature of the majority of our leasehold (see discussion below under Local).
Over the past several years, numerous rules and policies have been imposed by the COGCC requiring disclosure of chemicals used in hydraulic fracturing, ground water monitoring, increased setbacks from occupied structures and existing wells, and strengthened enforcement, including increases in mandatory monetary penalties for certain violations, and most recently new rules governing the development and permitting of large-scale facilities in urban mitigation areas. As discussed in "Items 1 and 2. Business and Properties - Operations - Environmental Matters and Regulation", Colorado regulators also promulgated new, statewide air emissions regulations in 2014 that are more stringent than federal requirements. Colorado continues to look at air emissions from the oil and natural gas sector and additional regulations in this respect are probable with respect to the lowered federal ozone standard and greenhouse gas reduction initiatives. Other states, and the EPA, have
considered Colorado's air quality rules, including the most recent rules governing methane emissions, as potential models for additional regulation of the oil and natural gas sector.
In combination, these new state rules and policies could impose additional costs on our operations, including enforcement penalties, delay permitting, and potentially impact profitability.
Local. Counties and municipalities regulate oil and gas activities primarily through local land use rules. Weld County, Colorado, the focus of nearly all of our current development activities, has "opted out" of the new COGCC "large urban mitigation area facility" regulation and has, instead, proposed new land use approval procedures of its own. These new procedures would eliminate drilling wells as a "use by right" and require oil and gas facilities to undergo "use by special review." This change, if adopted county-wide, has the potential to add 3-6 months of delay in obtaining Weld County well permits, and may expose our drilling activities to a new level of political opposition. We expect additional attempts to regulate activities related to oil and gas operations by local governments, including moratoria or bans on hydraulic fracturing. For example, in Colorado, several municipalities have approved bans of varying length on hydraulic fracturing within their respective jurisdictions. Litigation is pending on the legality of these Colorado bans.
Tribal. We have experienced delays in obtaining federal and tribal permits to drill wells and access and rights of way agreements on tribal property. Recently, the Ute Tribal Employment Resource Office has demanded the submission of employee information demonstrating compliance with tribal employment standards. We are also engaged in attempting to negotiate deferral of certain drilling obligations under our Economic Development Agreements in our Lake Canyon and Black Tail Ridge projects. The outcome of these negotiations is uncertain, and, if unsuccessful could present us with a choice of drilling uneconomic wells or releasing the opportunity to earn additional tribal acreage.
Hydraulic Fracturing. The well completion technique known as hydraulic fracturing to stimulate production of natural gas and oil has come under increased scrutiny by the environmental community, and local, state, and federal jurisdictions. Hydraulic fracturing involves the injection of water, sand and additives under pressure, usually down casing that is cemented in the wellbore, into prospective rock formations at depth to stimulate oil and natural gas production. We use this completion technique on substantially all our wells. A more comprehensive discussion of potential risks and trends related to hydraulic fracturing is contained above in Item 1A Risk Factors. Although it is not possible at this time to predict the final outcome of any proposed legislation, or potential regulatory or policy developments regarding hydraulic fracturing, any new restrictions on hydraulic fracturing that may be imposed in areas in which we conduct business could result in increased compliance costs or additional operating restrictions and could lead to our inability to access, develop, and record natural gas and oil reserves in the future.
Air Quality Regulation. The regulation of air emissions from the oil and natural gas sector continues to be a significant focus for policy makers and regulators at all levels-federal, tribal, state, and local-as well as environmental groups. A more comprehensive discussion of government regulation and potential risks related to air emissions from our operations is included above in "Items 1 and 2. Business and Properties - Operations - Environmental Matters and Regulation". New or more stringent policies, rules, or regulations governing air emissions from the oil and natural gas sector could result in our inability to obtain permits necessary to construct and operate new facilities or operate existing facilities. In addition, even if we are able to obtain necessary permits, such new requirements could substantially increase our operating expenses and reduce our profits or make certain operations uneconomic. Both EPA, regionally, and Colorado have stepped up inspection and enforcement activities. The Company has received an EPA "Section 114" mandatory information directive, usually a precursor to an enforcement proceeding. We have also received parallel "compliance advisories" from the Colorado Department of Public Health and Environment. We have engaged qualified consultants and legal counsel to respond to these air quality initiatives; however the outcome is unclear and could result in substantial penalties and related compliance costs. We have also redesigned our new production facilities to virtually eliminate air emissions; however, regulatory demands to retrofit legacy facilities are possible.
Potential Impacts of Regulatory Trends. The increase in regulatory burdens and potential for continued lawsuits seeking to block activities as described above is likely to cause delays to our planned activities and could prevent some of these activities. This is expected to increase our costs and could result in lower production and reserves as our properties naturally decline without replacement production and reserves from new wells in addition to a reduction in the value of our current leases.
For additional detail, see "Items 1 and 2. Business and Properties - Operations - Environmental Matters and Regulation" and "Items 1 and 2. Business and Properties - Business - Operations - Other Regulation of the Oil and Gas Industry".
Declining Commodity Prices. The severe decline in oil prices that occurred late in 2014, which has continued into 2016, has increased the volatility and amplitude of the other risks facing us as described in this report and has impacted our unit price
and may have an impact on our business and financial condition. If oil prices remain at current or lower levels, our planned drilling projects may become uneconomic, which could affect future drilling plans and growth rates. Low commodity prices impact our revenue, which we partially mitigate with our hedging program. We currently have hedged 2,478,600 barrels of oil and 1,830,000 MMbtu of natural gas or approximately 50% of our expected 2016 production and 683,250 barrels of oil for our 2017 production at price levels that provide some economic certainty to our cash flows. Continued low commodity prices make it more challenging to hedge production at higher price levels. Lower sustained commodity prices or additional commodity price declines may lead to property impairment in future periods.
Declining commodity prices may also expose us to unexpected liability for plugging and abandoning wells, and associated reclamation, for assets that were sold to other industry parties in prior years. If such third parties become unable to fulfill their contract obligations to the Company as provided for in purchase and sale agreements, regulatory agencies and landowners may demand that we perform such activities. Recent case law in Wyoming has increased such exposure for companies that have divested assets to no longer viable entities, and we have received demands from the Bureau of Land Management and a large landowner to plug and abandon wells, and conduct associated reclamation, on properties we no longer own. The Company believes the costs associated with these specific demands are immaterial. As of December 31, 2015, any additional potential material liability is not probable nor estimable.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our consolidated financial statements. We provide expanded discussion of our more significant accounting policies, estimates and judgments below. We believe these accounting policies reflect our more significant estimates and assumptions used in preparation of our consolidated financial statements. See Note 2 of the Notes to the Consolidated Financial Statements for a discussion of additional accounting policies and estimates made by management.
Oil and Gas Properties
Our oil, natural gas and NGL exploration, development and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the property has proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense and remain within cash flows from investing activities in the Consolidated Statements of Cash Flows. The costs of development wells are capitalized whether productive or nonproductive. All exploratory wells are evaluated for economic viability within one year of well completion, and the related capitalized costs are reviewed quarterly. Exploratory wells that discover potentially economic reserves in areas where a major capital expenditure would be required before production could begin and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area remain capitalized if the well finds a sufficient quantity of reserves to justify its completion as a producing well, and we are making sufficient progress assessing the reserves and the economic and operating viability of the project. Oil and gas lease acquisition costs are also capitalized. Interest cost is capitalized as a component of property cost for significant exploration and development projects that require greater than six months to be readied for their intended use.
The application of the successful efforts method of accounting requires managerial judgment to determine the proper classification of wells designated as developmental or exploratory, which will ultimately determine the proper accounting treatment of the costs incurred. In addition to development on exploratory wells, we may drill scientific wells that are only used for data gathering purposes. The costs associated with these scientific wells are expensed as incurred as exploration expense. The results from a drilling operation can take considerable time to analyze, and the determination that commercial reserves have been discovered requires both judgment and industry experience.
Other exploration costs, including certain geological and geophysical expenses and delay rentals for gas and oil leases, are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production depletion rate. A gain or
loss is recognized for all other sales of proved properties and is classified in other operating revenues. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.
Unproved oil and gas property costs are transferred to proved oil and gas properties if the properties are subsequently determined to be productive. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain until all costs are recovered. Unproved oil and gas properties are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage and other relevant matters. We generally expect impairments of unproved properties to be more likely to occur in periods of low commodity prices because we will be less likely to devote capital to exploration activities. We continue to review our acreage position and future drilling plans based on the current price environment. If our attempts to market interests in certain properties to industry partners are unsuccessful, we may record additional leasehold impairments.
We review our proved oil and natural gas properties for impairment on an annual basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. We estimate the expected future cash flows of our oil and gas properties and compare these undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount of the oil and natural gas properties to fair value. The factors used to determine fair value include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk associated with realizing the projected cash flows.
Given the decline in current and estimated future commodity prices, we will continue to review our acreage position and future drilling plans as well as assess the carrying value of our properties relative to their estimated fair values. Lower sustained commodity prices or additional commodity price declines may lead to impairment in future periods.
Our investment in oil and natural gas properties includes an estimate of the future costs associated with dismantlement, abandonment and restoration of our properties. The present value of the estimated future costs to dismantle, abandon and restore a well location are added to the capitalized costs of our oil and gas properties and recorded as a long-term liability. The capitalized cost is included in the oil and natural gas property costs that are depleted over the life of the assets.
The provision for depletion of oil and gas properties is calculated on a field-by-field basis using the unit-of-production method. Natural gas is converted to barrel of oil equivalents, Boe, at the standard rate of six Mcf to one barrel. Our rate of recording DD&A is dependent upon our estimates of total proved and proved developed reserves, which incorporate assumptions regarding future development and abandonment costs as well as our level of capital spending. If the estimates of total proved or proved developed reserves decline, the rate at which we record DD&A expense increases, reducing our net income. This decline may result from lower market prices, which may make it uneconomic to drill for and produce higher cost fields. We are unable to predict changes in reserve quantity estimates as such quantities are dependent on the success of our exploitation and development program, as well as future economic conditions.
Oil and Gas Reserve Quantities
Our estimate of proved reserves is based on the quantities of oil and natural gas that geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions. Our proved reserves estimates are audited on a well-by-well basis by an independent third party engineering firm. In the aggregate, the independent third party petroleum engineer estimates of total net proved reserves are within 10% of our internal estimates as of December 31, 2015.
Reserves and their relation to estimated future net cash flows impact our depletion and impairment calculations. As a result, adjustments to depletion and impairment are made concurrently with changes to reserves estimates. We prepare our reserves estimates, and the projected cash flows derived from these reserves estimates, in accordance with SEC guidelines. Our independent third party engineering firm adheres to the same guidelines when auditing our reserve reports. The accuracy of our reserves estimates is a function of many factors including the following: the quality and quantity of available data, the interpretation of that data, the accuracy of various mandated economic assumptions and the judgments of the individuals preparing the reserves estimates.
The process of estimating oil and natural gas reserves is very complex, requiring significant decisions in the evaluation of all available geological, geophysical, engineering and economic data. The data for a given field may also change substantially
over time as a result of numerous factors, including additional development activity, evolving production history and continued reassessment of the viability of production under varying economic conditions. As a result, material revisions to existing reserves estimates may occur from time to time. Although every reasonable effort is made to ensure that the reported reserves estimates represent the most accurate assessments possible, the subjective decisions and variances in available data for various fields make these estimates generally less precise than other estimates included in our financial statements. As such, reserves estimates may materially vary from the ultimate quantities of oil and natural gas eventually recovered.
Please refer to the reserve disclosures in "Items 1 and 2 - Business and Properties" for further detail on reserves data.
Revenue Recognition
We record revenues from the sales of oil, natural gas and NGLs in the month that delivery to the purchaser has occurred and title has transferred. We receive payment from one to three months after delivery. At the end of each month, we estimate the amount of production delivered to purchasers and the price we will receive. Variances between our estimated revenue and actual payment are recorded in the month the payment is received. Historically, any differences have been insignificant.
Derivative Instruments and Hedging Activities
We use derivative financial instruments to achieve a more predictable cash flow from our oil, natural gas and NGLs production by reducing our exposure to price fluctuations. These derivative instruments are recorded at fair market value and included in the balance sheet as assets or liabilities.
Effective January 1, 2012, we elected to discontinue hedge accounting prospectively. Consequently, as of January 1, 2012, we no longer designate any hedges as cash flow hedges and we elected to de-designate all commodity hedge instruments that were previously designated as cash flow hedges as of December 31, 2011. The election to de-designate commodity hedges did not impact our reported cash flows, did not affect the economic substance of these transactions and changed only how these transactions were reported in the Consolidated Financial Statements. As a result of discontinuing hedge accounting effective January 1, 2012, the mark-to-market value of all commodity hedge instruments within accumulated other comprehensive income ("AOCI") at December 31, 2011 was frozen in AOCI as of the de-designation date and was reclassified into earnings in future periods as the original hedged transactions occurred. All cash flow hedged transactions were completed by December 31, 2014.
The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation, which is established at the inception of a derivative. Before discontinuing cash flow hedge accounting effective January 1, 2012, we were required to formally document, at the inception of a hedge, the hedging relationship and the risk management objective and strategy for undertaking the hedge, including identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, the method that will be used to assess effectiveness and the method that will be used to measure hedge ineffectiveness of derivative instruments that receive hedge accounting treatment.
For derivative instruments that were designated as cash flow hedges, changes in fair value, to the extent the hedge was effective, were recognized in AOCI until the hedged item was recognized in earnings. Hedge effectiveness was assessed quarterly based on total changes in the derivatives' fair value. Any ineffective portion of the derivative instrument's change in fair value was recognized immediately in earnings.
Currently, our financial derivative instruments are marked to market with the resulting changes in fair value recorded in earnings.
The estimates of the fair values of our derivative instruments require substantial judgment. These values are based upon, among other things, option pricing models, futures prices, volatility, time to maturity and credit risk. The values we report in our financial statements change as these estimates are revised to reflect actual results, changes in market conditions or other factors, many of which are beyond our control.
Income Taxes and Uncertain Tax Positions
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when assets are recovered or liabilities are settled. Deferred income taxes are also recognized for net operating loss carry forwards and tax credits that are available to offset future
income taxes. Deferred income taxes are measured by applying currently enacted tax rates to the differences between financial statement and income tax reporting. We routinely assess the realizability of our deferred tax assets. If we conclude that it is more likely than not that some portion or all of the deferred tax assets will not be realized under accounting standards, the tax asset would be reduced by a valuation allowance. We consider estimated future taxable income in making such assessments. Numerous judgments and assumptions are inherent in the determination of future taxable income, including factors such as future operating conditions (particularly as related to prevailing oil and natural gas prices). There can be no assurance that facts and circumstances will not materially change and require us to establish deferred tax asset valuation allowances in a future period.
Accounting guidance for recognizing and measuring uncertain tax positions prescribes a more likely than not recognition threshold that a tax position must meet for any of the benefit of the uncertain tax position to be recognized in the financial statements. Guidance is also provided regarding de-recognition, classification and disclosure of these uncertain tax positions. Based on this guidance, we regularly analyze tax positions taken or expected to be taken in a tax return based on the threshold prescribed. Tax positions that do not meet or exceed this threshold are considered uncertain tax positions. Penalties, if any, related to uncertain tax positions would be recorded in other expenses. We currently do not have any uncertain tax positions recorded as of December 31, 2015.
We are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine the liability no longer applies. Conversely, we record additional tax charges in a period in which we determine that a recorded tax liability is less than we expect the ultimate assessment to be.
New Accounting Pronouncements
For further information on the effects of recently adopted accounting pronouncements and the potential effects of new accounting pronouncements, refer to the Summary of Significant Accounting Policies footnote (Note 2) in the notes to consolidated financial statements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term "market risk" refers to the risk of loss arising from adverse changes in oil, natural gas and NGL prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for purposes other than speculative trading.
Commodity Price Risk
Our primary market risk exposure is in the prices we receive for our production. Commodity pricing is primarily driven by the prevailing worldwide price for crude oil and spot regional market prices applicable to our U.S. natural gas production. Pricing for oil, natural gas and NGLs has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. For example, the West Texas Intermediate price per Bbl as quoted on the NYMEX was $53.27 per Bbl at December 31, 2014 compared to $37.04 at December 31, 2015. The prices we receive for future production depend on many factors outside of our control, including volatility in the differences between product prices at sales points and the applicable index price. Based on our average daily production and our derivative contracts in place for the year ended December 31, 2015, our annual revenues would have decreased by approximately $0.1 million for each $1.00 per barrel decrease in crude oil prices, $0.1 million for each $0.10 decrease per MMBtu in natural gas prices and $0.8 million for each $1.00 per barrel decrease in NGL prices. We are more susceptible to proved and unproved property impairments due to the current commodity price environment.
We routinely enter into commodity hedges relating to a portion of our projected production revenue through various financial transactions that hedge future prices received. These transactions may include financial price swaps whereby we will receive a fixed price and pay a variable market price to the contract counterparty. These commodity hedging activities are intended to support oil, natural gas and NGL prices at targeted levels that provide an acceptable rate of return and to manage our exposure to oil, natural gas and NGL price fluctuations.
As of February 2, 2016, we have financial derivative instruments related to oil, natural gas and NGL volumes in place for the following periods indicated. Further detail of these hedges is summarized in the table presented under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations- Capital Resources and Liquidity- Commodity Hedging Activities".
Interest Rate Risks
At December 31, 2015, we had no amounts outstanding under our Amended Credit Facility and no amounts outstanding during the year. Amounts borrowed under the Amended Credit Facility bear interest at floating rates. At December 31, 2014, we had no amounts outstanding under our Amended Credit Facility. The average annual interest rate incurred on this debt for the year ended December 31, 2014 was 1.9%. A 1.0% increase in each of the average LIBOR rate and federal funds rate for the year ended December 31, 2014 would have resulted in an estimated $1.6 million increase in interest expense assuming a similar average debt level to the year ended December 31, 2014. We also had $0.6 million principal amount of Convertible Notes (with a fixed cash interest rate of 5%), $400.0 million principal amount of 7.625% Senior Notes, $400.0 million principal amount of 7.0% Senior Notes and $3.2 million principal amount of 3.3% Lease Financing Obligation outstanding at December 31, 2015.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is included below in "Item 15. Exhibits, Financial Statement Schedules".
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. As of December 31, 2015, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of December 31, 2015.
Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management assessed the effectiveness of our internal control over financial reporting. In making this assessment, it used the criteria set forth by the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment we have concluded that, as of December 31, 2015, our internal control over financial reporting is effective.
Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. That report is set forth below.
Changes in Internal Controls. There has been no change in our internal control over financial reporting during the fourth fiscal quarter of 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Bill Barrett Corporation
Denver, Colorado
We have audited the internal control over financial reporting of Bill Barrett Corporation and subsidiaries (the "Company") as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2015 of the Company and our report dated March 1, 2016 expressed an unqualified opinion on those financial statements.
/s/ Deloitte & Touche LLP
Denver, Colorado
March 1, 2016
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be included in an amendment to this Form 10-K or in the "Directors and Executive Officers" section, the "Section 16(a) Beneficial Ownership Reporting Compliance" section, the "Code of Business Conduct and Ethics" section and the "Corporate Governance" section of the proxy statement for the 2016 annual meeting of stockholders, in either case, to be filed within 120 days after December 31, 2015, and is incorporated by reference to this report.
Item 11.
Item 11. Executive Compensation.
The information required by this item will be included in an amendment to this Form 10-K or in the "Executive Compensation" section and the "Director Compensation" section of the proxy statement for the 2016 annual meeting of stockholders, in either case, to be filed within 120 days after December 31, 2015, and is incorporated by reference to this report.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information regarding beneficial ownership will be included in an amendment to this Form 10-K or in the "Beneficial Owners of Securities" section of the proxy statement for the 2016 annual meeting of stockholders, in either case, to be filed within 120 days after December 31, 2015, and is incorporated by reference to this report.
Equity Compensation Plan Information
The following table provides aggregate information presented as of December 31, 2015 with respect to all compensation plans under which equity securities are authorized for issuance.
(1)
The weighted average exercise price relates to the 917,821 outstanding options included in column (a).
Item 13.
Item 13. Certain Relationships and Related Transactions and Director Independence.
The information required by this item will be included in an amendment to this Form 10-K or in the "Approval of Related Party Transactions" section and the "Corporate Governance" section of the proxy statement for the 2016 annual meeting of stockholders, in either case, to be filed within 120 days after December 31, 2015, and is incorporated by reference to this report.
Item 14.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be included in an amendment to this Form 10-K or in the "Fees to Independent Auditors" section of the proxy statement for the 2016 annual meeting of stockholders, in either case, to be filed within 120 days after December 31, 2015, and is incorporated by reference to this report.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules.
All schedules are omitted because the required information is not applicable or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements and Notes thereto.
(a)(3) Exhibits.
*
Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)(3).
**
Filed herewith.
***
Furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Bill Barrett Corporation
Denver, Colorado
We have audited the accompanying consolidated balance sheets of Bill Barrett Corporation and subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders' equity for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bill Barrett Corporation and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ Deloitte & Touche LLP
Denver, Colorado
March 1, 2016
BILL BARRETT CORPORATION
CONSOLIDATED BALANCE SHEETS
See notes to Consolidated Financial Statements.
BILL BARRETT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
See notes to Consolidated Financial Statements.
BILL BARRETT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
See notes to Consolidated Financial Statements.
BILL BARRETT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
See notes to Consolidated Financial Statements.
BILL BARRETT CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
See notes to Consolidated Financial Statements.
BILL BARRETT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2015, 2014 and 2013
1. Organization
Bill Barrett Corporation, a Delaware corporation, together with its wholly-owned subsidiaries (collectively, the "Company") is an independent oil and gas company engaged in the exploration, development and production of oil, natural gas and NGLs. Since its inception in January 2002, the Company has conducted its activities principally in the Rocky Mountain region of the United States.
2. Summary of Significant Accounting Policies
Basis of Presentation. The accompanying Consolidated Financial Statements include the accounts of the Company. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates. In the course of preparing the Company's financial statements in accordance with GAAP, management makes various assumptions, judgments and estimates to determine the reported amount of assets, liabilities, revenues and expenses and in the disclosure of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established.
Areas requiring the use of assumptions, judgments and estimates relate to the expected cash settlement of the Company's 5% Convertible Senior Notes due 2028 ("Convertible Notes") in computing diluted earnings per share, volumes of oil, natural gas and NGL reserves used in calculating depreciation, depletion and amortization ("DD&A"), the amount of expected future cash flows used in determining possible impairments of oil and gas properties and the amount of future capital costs used in these calculations. Assumptions, judgments and estimates also are required in determining asset retirement obligations, the timing of dry hole costs, impairments of proved and unproved properties, valuing deferred tax assets and estimating fair values of derivative instruments and stock-based payment awards.
Short-term Investments. Short-term investments have maturities of more than three months and less than one year. The Company's held-to-maturity securities entered into during 2015 have all matured as of December 31, 2015.
Accounts Receivable. Accounts receivable is comprised of the following:
(1)
Other includes a receivable of $47.6 million (including $4.7 million due to another industry partner) related to a settlement agreement with the U.S. Department of Interior resulting in the cancellation of certain Cottonwood Gulch natural gas leases during the year ended December 31, 2014.
Cash and Cash Equivalents. The Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents.
Oil and Gas Properties. The Company's oil, gas and NGL exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does
not find proved reserves, the costs of drilling the well are charged to expense and included within cash flows from investing activities in the Consolidated Statements of Cash Flows. If an exploratory well does find proved reserves, the costs remain capitalized and are included within additions to oil and gas properties within cash flows from investing activities in the Consolidated Statements of Cash Flows when paid. The costs of development wells are capitalized whether proved reserves are added or not. Oil and gas lease acquisition costs are also capitalized. Upon sale or retirement of depreciable or depletable property, the cost and related accumulated DD&A are eliminated from the accounts and the resulting gain or loss is recognized.
Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.
Unproved oil and gas property costs are transferred to proved oil and gas properties if the properties are subsequently determined to be productive or are assigned proved reserves. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain until all costs are recovered. Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage and other relevant matters.
Materials and supplies consist primarily of tubular goods and well equipment to be used in future drilling operations or repair operations and are carried at the lower of cost or market value.
The following table sets forth the net capitalized costs and associated accumulated DD&A and non-cash impairments relating to the Company's oil, natural gas and NGL producing activities:
All exploratory wells are evaluated for economic viability within one year of well completion. Exploratory wells that discover potentially economic reserves in areas where a major capital expenditure would be required before production could begin, and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area, remain capitalized if the well finds a sufficient quantity of reserves to justify its completion as a producing well and the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. As of December 31, 2015 and 2014, there were no exploratory well costs that had been capitalized for a period greater than one year since the completion of drilling.
The Company reviews proved oil and gas properties on a field-by-field basis for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. The Company estimates the expected undiscounted future cash flows of its oil and gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying value of a property exceeds the undiscounted future cash flows, the Company will impair the carrying value to fair value based on an analysis of quantitative and qualitative factors. The factors used to determine fair value include, but are not limited to, recent sales prices of comparable properties, the present value of future revenues, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital
expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected.
The Company recognized non-cash impairment charges, which were included within impairment, dry hole costs and abandonment expense in the Consolidated Statements of Operations, as follows:
(1)
Due to the continued decline in oil prices, the Company recognized a non-cash impairment charge associated with the Company's Uinta Oil Program proved and unproved oil and gas properties for the year ended December 31, 2015.
(2)
As a result of the Powder River Oil Divestiture (see Note 4), the carrying values of the remaining properties were analyzed relative to their estimated fair market value. As a result, the Company recognized impairment of $14.8 million. These properties were classified as held for sale as of December 31, 2014. The remaining impairment of $1.0 million related to the West Tavaputs Divestiture (see Note 4) based on a true up of previously estimated carrying value.
(3)
As a result of unfavorable drilling and completion results in the Paradox Basin, the Company recognized an impairment of $11.6 million related to unproved oil and gas properties. In addition, the Company recognized an impairment of $6.1 million related to certain unproved oil and gas properties in the Uinta Basin as a result of having no future plans to evaluate certain acreage positions. The Company recognized an impairment of $6.4 million to unproved oil and gas properties as the result of the Powder River Oil Divestiture discussed in (2) above.
(4)
As a result of an analysis of remaining carrying values relative to fair market values resulting from the West Tavaputs Divestiture (see Note 4), $207.0 million and $2.5 million of proved and unproved property impairment, respectively, was incurred during the year ended December 31, 2013. As a result of having no future plans to evaluate remaining acreage and estimated market value below carrying value within various exploration projects, an additional $17.1 million of unproved property impairment was incurred during the year ended December 31, 2013.
The provision for DD&A of oil and gas properties is calculated on a field-by-field basis using the unit-of-production method. Natural gas and NGLs are converted to an oil equivalent, Boe, at the standard rate of six Mcf to one Boe and forty-two gallons to one Boe, respectively. Estimated future dismantlement, restoration and abandonment costs are taken into consideration by this calculation.
Accounts Payable and Accrued Liabilities. Accounts payable and accrued liabilities are comprised of the following:
Environmental Liabilities. Environmental expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed. Environmental liabilities are accrued when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated.
Revenue Recognition. Oil, gas and NGL revenues are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and collectability of the revenue is reasonably assured. The Company uses the sales method to account for gas and NGL imbalances. Under this method, revenues are recorded on the basis of gas and NGLs actually sold by the Company. In addition, the Company records revenues for its share of gas and NGLs sold by other owners that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company also reduces revenues for other owners' gas and NGLs sold by the Company that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company's remaining over- and under- produced gas and NGLs balancing positions are taken into account in determining the Company's proved oil, gas and NGL reserves. Imbalances at December 31, 2015 and 2014 were not material.
Derivative Instruments and Hedging Activities. The Company periodically uses derivative financial instruments to achieve a more predictable cash flow from its oil, natural gas and NGL sales by reducing its exposure to price fluctuations. Derivative instruments are recorded at fair market value and are included in the Consolidated Balance Sheets as assets or liabilities.
Income Taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist
of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when assets are recovered or liabilities are settled. Deferred income taxes also include tax credits and net operating losses that are available to offset future income taxes. Deferred income taxes are measured by applying currently enacted tax rates. Deferred tax assets are regularly reviewed, considering all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, taxable strategies and results of recent operations. The assumptions about future taxable income require significant judgment to determine whether it is more likely than not that the deferred tax asset is expected to be realized.
The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold are recognized. The Company does not have any uncertain tax positions recorded as of December 31, 2015.
Earnings/Loss Per Share. Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding during each period. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding and other dilutive securities. Potentially dilutive securities for the diluted net income per common share calculations consist of nonvested shares of common stock, in-the-money outstanding stock options to purchase the Company's common stock and shares into which the Convertible Notes are convertible.
In satisfaction of its obligation upon conversion of the Convertible Notes, the Company may elect to deliver, at its option, cash, shares of its common stock or a combination of cash and shares of its common stock. As of December 31, 2015, the Company expected to settle the remaining Convertible Notes in cash. Therefore, the treasury stock method was used to measure the potentially dilutive impact of shares associated with that remaining conversion feature. The Company has the right at any time with at least 30 days' notice to call the Convertible Notes and the holders have the right to require the Company to purchase the notes on March 20, 2018 and March 20, 2023. The Convertible Notes have not been dilutive since their issuance in March 2008 and, therefore, did not impact the diluted net income per common share calculation for the year ended December 31, 2014. When there is a loss from continuing operations, as was the case for the years ended December 31, 2015 and 2013, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of diluted earnings per share. The diluted net income per common share excludes the anti-dilutive effect of 1,406,938 stock options and nonvested shares of common stock for the year ended December 31, 2014.
The following table sets forth the calculation of basic and diluted net income (loss) per share:
Industry Segment and Geographic Information. The Company operates in one industry segment, which is the development and production of crude oil, natural gas and NGLs, and all of the Company's operations are conducted in the continental United States. Consequently, the Company currently reports as a single industry segment.
New Accounting Pronouncements. In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, Balance Sheet Classification of Deferred Taxes. The objective of this update is to require deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for the annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The standard will be adopted retrospectively and will not have a significant impact on the Company's disclosures and financial statements.
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The objective of this update is to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for the annual periods beginning after December 15, 2015, and for interim periods within that annual period. The standard will be adopted retrospectively and will not have a significant impact on the Company's disclosures and financial statements.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The objective of this update is to provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The standard will be adopted prospectively.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The objective of this update is to clarify the principles for recognizing revenue and to develop a common revenue standard. ASU 2015-14 deferred the effective reporting periods of ASU 2014-09, and it is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the potential impact that the adoption will have on the Company's disclosures and financial statements.
3. Supplemental Disclosures of Cash Flow Information
Supplemental cash flow information is as follows:
(1)
Includes a receivable of $42.9 million related to a settlement agreement with the U.S. Department of Interior resulting in the cancellation of certain Cottonwood Gulch natural gas leases in 2014.
4. Divestitures and Assets Held for Sale
2015 Divestitures.
On February 27, 2015, the Company sold its remaining Powder River Basin assets, which included 19,492 net mineral acres. The Company received $9.3 million in cash proceeds, after initial closing estimates. These assets were classified as held for sale in the Consolidated Balance Sheet as of December 31, 2014. Upon the classification as held for sale, the assets were analyzed relative to their fair market values. The Company recognized proved and unproved property impairment of $14.8 million and $6.4 million, respectively, during the year ended December 31, 2014, with respect to these properties.
Also during the year ended December 31, 2015, the Company sold certain non-core assets located in the DJ Basin with two separate transactions closing on October 21, 2015 and November 30, 2015, respectively. These asset sales included approximately 23,000 net acres (76% proved developed) and interests in legacy vertical producing wells for cash proceeds of $30.7 million. The divestiture proceeds are subject to customary purchase price adjustments and will be finalized in 2016.
On November 30, 2015, the Company sold certain non-core assets located in the Uinta Basin, which included approximately 17,600 net acres and interests in producing wells for cash proceeds of $26.0 million. The divestiture proceeds are subject to customary purchase price adjustments and will be finalized in 2016.
2014 Divestitures.
During the year ended December 31, 2014, the Company completed the sale or exchange of the majority of its Powder River Basin assets (the "Powder River Oil Divestiture") in four separate transactions with effective dates of April 1, 2014 and closing dates during the three months ended September 30, 2014. The sale resulted in net cash proceeds of $30.0 million after closing adjustments. The divestiture proceeds were subject to customary purchase price adjustments and were finalized during 2015. Three transactions involved the cumulative sale of 17,497 net mineral acres. The fourth transaction involved an exchange of 29,015 net mineral acres in the Powder River Basin for 7,856 net mineral acres within the southern block of the Company's operated Northeast Wattenberg area of the Denver-Julesburg Basin, valued at $71.0 million. Assets sold or exchanged as part of the overall Powder River Oil Divestiture included $86.2 million in proved and $40.6 million in unproved oil and gas properties, net of accumulated depreciation, depletion, amortization and impairment of $33.1 million and $1.3 million in asset retirement obligations. A loss on sale of $24.4 million related to these transactions is included within operating expenses in the Consolidated Statements of Operations.
On September 30, 2014, the Company completed the sale of its Gibson Gulch natural gas program in the Piceance Basin (the "Piceance Divestiture"). The Company received $498.7 million in cash proceeds, after closing adjustments. The divestiture proceeds were subject to customary purchase price adjustments and were finalized during 2015. In addition to the cash proceeds, the Company recognized non-cash proceeds of $22.4 million related to the buyer's assumption of certain of the Company's asset retirement obligation and $36.1 million related to the transfer of the Company's lease financing obligation described in Note 5 (the "Lease Financing Obligation"). A loss on sale of $79.5 million related to this transaction is included
within operating expenses in the Consolidated Statements of Operations. The carrying amounts by major asset class within the disposal group for the Piceance Divestiture are summarized below (in thousands):
2013 Divestitures.
On December 10, 2013, the Company completed the sale of its West Tavaputs natural gas assets in the Uinta Basin (the "West Tavaputs Divestiture"). The Company received $308.7 million in cash proceeds after closing adjustments. The divestiture proceeds were subject to customary purchase price adjustments and were finalized during 2014. The Company recognized an impairment loss of $1.0 million during the year ended December 31, 2014 related to these assets based upon a true up of previously estimated carrying value. An initial impairment loss of $209.5 million related to these assets was recognized during the year ended December 31, 2013.
On December 31, 2012, the Company completed the sale of natural gas assets including 100% of its Wind River Basin, 100% of the Powder River Basin coalbed methane assets, and a non-operating working interest in its Gibson Gulch-Piceance Basin development property (the "2012 Divestiture"). The Company received $325.3 million in cash proceeds and recognized a $4.5 million pre-tax loss included in other operating revenues for the year ended December 31, 2012. Due to final post-closing adjustments, the Company recognized an additional $3.1 million pre-tax loss included in other operating revenues for the year ended December 31, 2013.
5. Long-Term Debt
The Company's outstanding debt is summarized below:
(1)
The aggregate estimated fair value of the Convertible Notes was approximately $0.5 million and $25.1 million as of December 31, 2015 and 2014, respectively, based on reported market trades of these instruments. On March 20, 2015, the holders put 98% of the Convertible Notes to the Company, leaving $0.6 million principal amount remaining.
(2)
The Company has the right at any time, with at least 30 days' notice, to call the 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 $270.2 million and $359.8 million as of December 31, 2015 and 2014, respectively, based on reported market trades of these instruments.
(4)
The aggregate estimated fair value of the 7.0% Senior Notes was approximately $272.0 million and $366.0 million as of December 31, 2015 and 2014, respectively, based on reported market trades of these instruments.
(5)
The aggregate estimated fair value of the Lease Financing Obligation was approximately $3.1 million and $3.5 million as of December 31, 2015 and 2014, 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 December 31, 2015 includes the current portion of the Lease Financing Obligation.
(7)
The current portion of long-term debt as of December 31, 2014 includes the current portion of the Lease Financing Obligation and the principal amount of the Convertible Notes.
Amended Credit Facility
The Company is party to a Third Amended and Restated Credit Agreement dated March 16, 2010 (the "Amended Credit Facility") with 13 lenders. The Company entered into two amendments to the Amended Credit Facility in 2015, a Third Amendment entered into in April and a Fourth Amendment entered into in September. The Third Amendment amended the definition of "Maturity Date" in the Amended Credit Facility to mean the earliest of (a) April 9, 2020 or (b) the date 181 days prior to the maturity of certain unsecured senior or senior subordinated debt of ours in existence as of the date of the Third Amendment or that may be incurred by us as of a future date, or any permitted refinancing debt in respect thereof. Due to the Third Amendment, the Company recognized interest expense of $1.6 million and a loss on extinguishment of debt of $0.8 million on the Consolidated Statements of Operations related to the acceleration of deferred financing charges during the year ended December 31, 2015. The Fourth Amendment, among other things, reaffirmed the current borrowing base at $375.0 million and relaxed certain financial covenant requirements. As of December 31, 2015, the Company had no amounts outstanding under the Amended Credit Facility. As credit support for future payment under a contractual obligation, a $26.0 million letter of credit has been issued under the Amended Credit Facility, which reduced the current available borrowing capacity of the Amended Credit Facility as of December 31, 2015 to $349.0 million.
Interest rates under the Amended Credit Facility are LIBOR plus applicable margins of 1.5% to 2.5% or ABR plus 0.5% to 1.5% and the unused commitment fee is between 0.375% to 0.5% based on borrowing base utilization. There have not been any borrowings under the Amended Credit Facility in 2015. The average annual interest rate incurred on the Amended Credit Facility was 1.9% for the year ended December 31, 2014.
The borrowing base under the Amended Credit Facility is determined at the discretion of the lenders, based on the collateral value of our proved reserves that have been mortgaged to such lenders, and is subject to regular re-determinations on, or about April 1 and October 1 of each year, as well as following any property sales. Future borrowing bases will be computed based on proved oil, natural gas and NGL reserves, hedge positions and estimated future cash flows from those reserves calculated using future commodity pricing provided by our lenders, as well as any other outstanding debt. Lower commodity prices will impact the amount lenders will provide for a borrowing base.
The Amended Credit Facility also contains certain financial covenants. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.
If we fail to comply with the covenants or other terms of any agreements governing our debt, our lenders and holders of our convertible notes and our senior notes may have the right to accelerate the maturity of that debt and foreclose upon the collateral, if any, securing that debt. Realization of any of these factors could adversely affect our financial condition. In September 2015, we obtained an amendment to the Amended Credit Facility that replaced our debt-to-EBITDAX covenant in the facility with a secured debt-to-EBITDAX and EBITDAX-to-interest through March 31, 2018. There can be no assurance that we will be able to obtain similar amendments, or waivers of covenant breaches, in the future if needed.
5% Convertible Senior Notes Due 2028
On March 12, 2008, the Company issued $172.5 million aggregate principal amount of Convertible Notes. On March 20, 2012, $147.2 million of the outstanding principal amount, or approximately 85% of the outstanding Convertible Notes, were put to the Company and redeemed by the Company at par. On March 20, 2015, $24.8 million of the remaining outstanding principal amount, or approximately 98% of the remaining outstanding Convertible Notes, were put to the Company and redeemed by the Company at par. The Company settled the notes in cash and recognized a gain on extinguishment of $2.6 million in the Consolidated Statements of Operations for the year ended December 31, 2015. After the redemption, $0.6 million aggregate principal amount of the Convertible Notes was outstanding as of December 31, 2015. The Convertible Notes mature
on March 15, 2028, unless earlier converted, redeemed or purchased by the Company. The Convertible Notes are senior unsecured obligations and rank equal in right of payment to all of the Company's existing and future senior unsecured indebtedness, are senior in right of payment to all of the Company's future subordinated indebtedness, and are effectively subordinated to all of the Company's secured indebtedness with respect to the collateral securing such indebtedness. The Convertible Notes are structurally subordinated to all present and future secured and unsecured debt and other obligations of the Company's subsidiaries. The Convertible Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company's indebtedness under the Amended Credit Facility, the 7.625% Senior Notes and the 7.0% Senior Notes.
The Convertible Notes bear interest at a rate of 5% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. Holders of the remaining Convertible Notes may require the Company to purchase all or a portion of their Convertible Notes for cash on each of March 20, 2018 and March 20, 2023 at a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, up to but excluding the applicable purchase date. The Company has the right, with at least 30 days' notice to call the Convertible Notes.
7.625% Senior Notes Due 2019
On September 27, 2011, the Company issued $400.0 million in principal amount of 7.625% Senior Notes due 2019 at par. The 7.625% Senior Notes mature on October 1, 2019. Interest is payable in arrears semi-annually on April 1 and October 1 beginning April 1, 2012. The 7.625% Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with all of the Company's other existing and future senior unsecured indebtedness, including the Company's Convertible Notes and 7.0% Senior Notes. The 7.625% Senior Notes are redeemable at the Company's option at a redemption price of 103.813% of the principal amount of the notes on October 1, 2015. The 7.625% Senior Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company's indebtedness under the Amended Credit Facility, the Convertible Notes and the 7.0% Senior Notes. The 7.625% Senior Notes include certain covenants that limit the Company's ability to incur additional indebtedness, make restricted payments, create liens or sell assets and pay dividends. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.
7.0% Senior Notes Due 2022
On March 12, 2012, the Company issued $400.0 million in aggregate principal amount of 7.0% Senior Notes due 2022 at par. The 7.0% Senior Notes mature on October 15, 2022. Interest is payable in arrears semi-annually on April 15 and October 15 of each year. The 7.0% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of the Company's other existing and future senior unsecured indebtedness, including the Company's Convertible Notes and 7.625% Senior Notes. The 7.0% Senior Notes are redeemable at the Company's option on October 15, 2017 at a redemption price of 103.5% of the principal amount of the notes. The 7.0% Senior Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company's indebtedness under the Amended Credit Facility, the Convertible Notes and the 7.625% Senior Notes. The 7.0% Senior Notes include certain covenants that limit the Company's ability to incur additional indebtedness, make restricted payments, create liens or sell assets and pay dividends. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.
Lease Financing Obligation Due 2020
The Company has a lease financing obligation with a balance of $3.2 million as of December 31, 2015 whereby the Company sold and subsequently leased back certain compressors and related facilities owned by the Company. The Lease Financing Obligation expires on August 10, 2020, and the Company has the option to purchase the equipment at the end of the lease term for the then current fair market value. The Lease Financing Obligation also contains an early buyout option pursuant to which the Company may purchase the equipment for $1.8 million on February 10, 2019. The lease payments related to the equipment are recognized as principal and interest expense based on a weighted average implicit interest rate of 3.3%. See Note 14 for discussion of aggregate minimum future lease payments.
The following table summarizes, for the periods indicated, the cash or accrued portion of interest expense related to the Amended Credit Facility, 9.875% Senior Notes that were redeemed in full on July 15, 2013, Convertible Notes, 7.625% Senior Notes, 7.0% Senior Notes and the Lease Financing Obligation along with the non-cash portion resulting from the amortization of the debt discount and transaction costs through interest expense:
(1)
Cash interest includes amounts related to interest and commitment fees paid on the Amended Credit Facility and participation and fronting fees paid on the letter of credit.
(2)
For the year ended December 31, 2015, amount includes $1.6 million related to amending the Amended Credit Facility.
(3)
The stated interest rate for the 9.875% Senior Notes was 9.875% per annum with an effective interest rate of 11.2% per annum. The Company redeemed the 9.875% Senior Notes in full on July 15, 2013.
(4)
The stated interest rate for the Convertible Notes is 5% per annum. The effective interest rate of the Convertible Notes includes amortization of the debt discount, which represented the fair value of the equity conversion feature at the time of issue. The stated interest rate of 5% on the Convertible Notes is the effective interest rate of the $0.6 million remaining principal balance, as the related debt discount was fully amortized as of March 31, 2012.
(5)
The stated interest rate for the 7.625% Senior Notes is 7.625% per annum with an effective interest rate of 8.0% per annum.
(6)
The stated interest rate for the 7.0% Senior Notes is 7.0% per annum with an effective interest rate of 7.2% per annum.
(7)
The effective interest rate for the Lease Financing Obligation is 3.3% per annum. The decrease in cash interest for the year ended December 31, 2015 and 2014, respectively, is due to the Piceance Divestiture in 2014 and West Tavaputs Divestiture in 2013.
6. Asset Retirement Obligations
A reconciliation of the Company's asset retirement obligations for the year ended December 31, 2015, 2014 and 2013 is as follows:
Declining commodity prices may also expose us to unexpected liability for plugging and abandoning wells, and associated reclamation, for assets that were sold to other industry parties in prior years. If such third parties become unable to fulfill their contract obligations to the Company as provided for in purchase and sale agreements, regulatory agencies and landowners may demand that the Company perform such activities. Recent case law in Wyoming has increased such exposure for companies that have divested assets to no longer viable entities, and the Company has received demands from the Bureau of Land Management and a large landowner to plug and abandon wells, and conduct associated reclamation, on properties the Company no longer owns. As of December 31, 2015, any potential liability is not probable nor estimable.
7. Fair Value Measurements
Assets and Liabilities Measured on a Recurring Basis
The Company's financial instruments, including cash and cash equivalents, accounts and notes receivable and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The recorded value of the Amended Credit Facility, as discussed in Note 5, approximates its fair value due to its floating rate structure based on the LIBOR spread and the Company's borrowing base utilization.
Fair value is defined as the price 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 (exit price). The Company utilizes a mid-market pricing convention (the mid-point price between bid and ask prices) for valuation as a practical expedient for assigning fair value. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. These inputs can be readily observable, market corroborated or generally unobservable. The Company primarily applies the market and income approaches for recurring fair value measurements and utilizes the best available information. Therefore, the Company has been able to classify fair value balances based on the observability of those inputs. A fair value hierarchy was established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1, and are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over-the-counter forwards and options.
Level 3 - Pricing inputs include significant inputs that are generally less observable than objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. 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 following tables set forth by level within the fair value hierarchy the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis. 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 assets and liabilities and their placement within the fair value hierarchy levels.
All fair values reflected in the table above and on the Consolidated Balance Sheets have been adjusted for non-performance risk. For applicable financial assets carried at fair value, the credit standing of the counterparties is analyzed and factored into the fair value measurement of those assets. In addition, the fair value measurement of a liability has been adjusted to reflect the nonperformance risk of the Company. The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the table above.
Level 1 Fair Value Measurements - The Company maintains a non-qualified deferred compensation plan (as discussed in more detail in Note 11) which allows certain management employees to defer receipt of a portion of their compensation. The Company maintains assets for the deferred compensation plan in a rabbi trust. The assets of the rabbi trust are invested in publicly traded mutual funds and are recorded in prepayments and other current assets and deferred financing costs and other noncurrent assets on the Consolidated Balance Sheets. The Company also has highly liquid cash equivalents in money market funds and commercial paper. The deferred compensation plan financial assets are reported at fair value based on active market quotes, which represent Level 1 inputs. The cash equivalent investments are recorded at carrying value, which approximates fair value, and represents Level 1 inputs. The fair values of the Company's fixed rate 7.625% Senior Notes and 7.0% Senior Notes totaled $542.2 million and $725.8 million as of December 31, 2015 and 2014, respectively. The fair values of the Company's fixed rate Senior Notes are based on active market quotes, which represent Level 1 inputs.
Level 2 Fair Value Measurements - The fair value of crude oil, natural gas and NGL swaps and forwards are estimated using a combined income and market valuation methodology with a mid-market pricing convention based upon forward commodity price and volatility curves. The curves are obtained from independent pricing services reflecting broker market quotes. The Company did not make any adjustments to the obtained curves. The pricing services publish observable market information from multiple brokers and exchanges. No proprietary models are used by the pricing services for the inputs. The Company utilized the counterparties' valuations to assess the reasonableness of the Company's valuations.
There is no active, public market for the Company's Amended Credit Facility, Convertible Notes or Lease Financing Obligation. The Convertible Notes fair value of $0.5 million and $25.1 million as of December 31, 2015 and 2014, respectively, is measured based on market-based parameters of the various components of the Convertible Notes and over the counter trades. The Lease Financing Obligation fair values of $3.1 million and $3.5 million as of December 31, 2015 and 2014, respectively, are measured based on market-based parameters of comparable term secured financing instruments. The fair value measurements for the Amended Credit Facility, Convertible Notes and Lease Financing Obligation represent Level 2 inputs.
Level 3 Fair Value Measurements - As of December 31, 2015 and 2014, the Company did not have assets or liabilities that were measured on a recurring basis classified under a Level 3 fair value hierarchy.
Assets and Liabilities Measured on a Non-recurring Basis
Oil and gas property costs are evaluated for impairment and reduced to fair value when there is an indication that the carrying costs may not be recoverable. If an impairment is necessary, the fair value is estimated by using either a market approach based on recent sales prices of comparable properties and/or indications from marketing activities or by using the income valuation technique which involves calculating the present value of future revenues. The present value, net of estimated operating and development costs, is calculated using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the projected cash flows (predominantly all of which are designated as Level 3 inputs within the fair value hierarchy). During the year ended December 31, 2015, the Company reduced its Uinta Oil Program assets to a fair value of $180.0 million at September 30, 2015, resulting in a non-cash impairment charge of $572.4 million.
Properties classified as held for sale are valued using a market approach, based on an estimated selling price, as evidenced by current marketing activities, if possible. If an estimated selling price is not available, the Company utilizes the income valuation technique discussed above. No properties were classified as held for sale as of December 31, 2015.
The following table sets forth by level within the fair value hierarchy the Company's non-financial assets and liabilities that were measured at fair value on a nonrecurring basis as of December 31, 2015.
(1)
See Note 2 for additional details on impairment expense recognized.
During the year ended December 31, 2014, the Company recognized impairment on proved and unproved property of $39.8 million. Included in the total impairment charges of $39.8 million was $21.1 million of impairment charges related to the remaining Powder River Basin assets for which the Company utilized third party purchase offers as the basis for determining fair value. This property was classified as held for sale as of December 31, 2014.
The following table sets forth by level within the fair value hierarchy the Company's non-financial assets and liabilities that were measured at fair value on a nonrecurring basis as of December 31, 2014.
(1)
See Note 2 for additional details on impairment expense recognized.
(2)
In its Annual Report on Form 10K for the year ended December 31, 2014, the Company inadvertently disclosed the total net carrying value of proved and unproved properties rather than the amount that was subject to fair value measurement.
8. Derivative Instruments
The Company uses financial derivative instruments as part of its price risk management program to achieve a more predictable cash flow from its production revenues by reducing its exposure to commodity price fluctuations. The Company has entered into financial commodity swap contracts related to the sale of a portion of the Company's production. The Company does not enter into derivative instruments for speculative or trading purposes.
In addition to financial contracts, the Company at times may be party to various physical commodity contracts for the sale of oil, natural gas and NGLs that have varying terms and pricing provisions. These physical commodity contracts qualify for the normal purchase and normal sale exception and, therefore, are not subject to hedge or mark-to-market accounting. The financial impact of physical commodity contracts is included in oil, natural gas and NGL production revenues at the time of settlement.
All derivative instruments, other than those that meet the normal purchase and normal sale exception, as mentioned above, are recorded at fair value and included on the Consolidated Balance Sheets as assets or liabilities. The following table summarizes the location, as well as the gross and net fair value amounts of all derivative instruments presented on the Consolidated Balance Sheets as of the dates indicated.
(1)
Amounts are netted against derivative asset balances with the same counterparty and are therefore presented as a net asset on the Consolidated Balance Sheets.
(2)
Amounts are netted against derivative liability balances with the same counterparty and are therefore presented as a net liability on the Consolidated Balance Sheets.
Effective January 1, 2012, the Company elected to discontinue hedge accounting prospectively. As a result, the mark-to-market value of all commodity hedge instruments within AOCI at December 31, 2011 was frozen in AOCI as of the de-designation date and was reclassified into earnings in future periods as the original hedged transactions occurred. All cash flow hedged transactions were completed by December 31, 2014. The following table summarizes the cash flow hedge gains, net of tax, and their locations on the Consolidated Balance Sheets and Consolidated Statements of Operations for the periods indicated:
(1)
Presented net of income tax expense of $0.4 million and $2.8 million for the years ended December 31, 2014 and 2013, respectively.
(2)
Gains reclassified from AOCI into income are included in the oil, gas and NGL production revenues in the Consolidated Statements of Operations.
As of December 31, 2015, the Company had financial instruments in place to hedge the following volumes for the periods indicated:
The table below summarizes the commodity derivative gains and losses the Company recognized related to its oil, gas and NGL derivative instruments for the periods indicated:
(1)
Included in oil, gas and NGL production revenues in the Consolidated Statements of Operations.
(2)
Included in commodity derivative gain (loss) in the Consolidated Statements of Operations.
The Company's derivative financial instruments are generally executed with major financial or commodities trading institutions that expose the Company to market and credit risks and may, at times, be concentrated with certain counterparties or groups of counterparties. The Company had hedges in place with eight different counterparties as of December 31, 2015. Although notional amounts are used to express the volume of these contracts, the amounts potentially subject to credit risk, in the event of non-performance by the counterparties, are substantially smaller. The creditworthiness of counterparties is subject to continual review by management, and the Company believes all of these institutions currently are acceptable credit risks. Full performance is anticipated, and the Company has no past due receivables from any of its counterparties.
It is the Company's policy to enter into derivative contracts with counterparties that are lenders in the Amended Credit Facility, affiliates of lenders in the Amended Credit Facility or potential lenders in the Amended Credit Facility. The Company's derivative contracts are documented using an industry standard contract known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. ("ISDA") Master Agreement or other contracts. Typical terms for these contracts include credit support requirements, cross default provisions, termination events and set-off provisions. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the properties securing the Amended Credit Facility. The Company has set-off provisions in its derivative contracts with lenders under its Amended Credit Facility which, in the event of a counterparty default, allow the Company to set-off amounts owed to the defaulting counterparty under the Amended Credit Facility or other obligations against monies owed the Company under derivative contracts. Where the counterparty is not a lender under the Company's Amended Credit Facility, the Company may not be able
to set-off amounts owed by the Company under the Amended Credit Facility, even if such counterparty is an affiliate of a lender under such facility. The Company does not have any derivative balances that are offset by cash collateral.
9. Income Taxes
The (expense) benefit for income taxes consisted of the following for the periods indicated:
Income tax (expense) benefit differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pretax income from continuing operations as a result of the following:
The tax effects of temporary differences that give rise to significant components of the deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014 are presented below:
At December 31, 2015, the Company had approximately $333.8 million of federal tax net operating loss carryforwards which expire beginning in 2025. The Company has a federal alternative minimum tax credit carryforward of $1.4 million, which has no expiration date.
In assessing the ability to realize the benefit of the deferred tax assets, management must consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers all available evidence (both positive and negative) in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence. In regard to the Company's net deferred tax asset position, the Company considered all available evidence in assessing the need for a valuation allowance against the deferred tax asset. The Company recorded a $75.0 million valuation allowance for the year ended December 31, 2015. At December 31, 2015, the Company had approximately $8.7 million of state income tax credit carryforwards that begin expiring in 2018. A valuation allowance against these credits was recorded in 2011. It is currently estimated that the state income tax credits will not be utilized because the Company does not project to have sufficient future taxable income in the appropriate jurisdictions, and therefore the valuation allowance on the full amount of the credit carryforwards will remain.
At December 31, 2015 and 2014, the Consolidated Balance Sheet reflected a net deferred tax liability of zero and $177.8 million, respectively.
The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits. The Company did not have any additions, reductions or settlements of unrecognized tax benefits in the years ended December 2014 and 2013. In 2015, the Company generated no uncertain tax positions.
The Company's policy is to classify accrued penalties and interest related to unrecognized tax benefits in the Company's income tax provision. As of December 31, 2015, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the current year.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various states. With few exceptions, the Company is subject to U.S. federal tax examination for years 2012 through 2015 and is subject to state tax examination for years 2011 through 2015.
10. Stockholders' Equity
Common and Preferred Stock. The Company's authorized capital structure consists of 75,000,000 shares of preferred stock, par value $0.001 per share and 150,000,000 shares of common stock, par value $0.001 per share. There are no issued and outstanding shares of preferred stock.
Treasury Stock. The Company may occasionally acquire treasury stock, which is recorded at cost, in connection with the vesting and exercise of stock-based awards or for other reasons. As of December 31, 2015, all treasury stock held by the Company was retired.
The following table reflects the activity in the Company's common and treasury stock for the periods indicated:
Accumulated Other Comprehensive Income. The components of accumulated other comprehensive income and related tax effects for the years ended December 31, 2013 and 2014 are as follows:
(1)
All cash flow hedged transactions were completed by December 31, 2014 resulting in a zero balance for AOCI.
11. Equity Incentive Compensation Plans and Other Employee Benefits
The Company maintains various stock-based compensation plans and other employee benefit plans as discussed below. Stock-based compensation is measured at the grant date based on the value of the awards, and the fair value is recognized on a straight-line basis over the requisite service period (usually the vesting period).
The following table presents the non-cash stock-based compensation related to equity awards for the periods indicated:
(1)
Includes non-cash stock-based compensation related to director fees of $0.1 million, $0.1 million and $0.4 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Unrecognized compensation cost as of December 31, 2015 was $10.8 million related to grants of nonvested stock options and nonvested shares of common stock that are expected to be recognized over a weighted-average period of 1.9 years.
Stock Options and Nonvested Common Stock. In May 2012, the Company's stockholders approved and the Company adopted its 2012 Equity Incentive Plan (the "2012 Incentive Plan"). The purpose of the 2012 Incentive Plan is to enhance the Company's ability to attract and retain officers, employees and directors and to provide such persons with an interest in the Company aligned with the interests of stockholders. The 2012 Incentive Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options) and other awards, including performance units, performance shares, share awards, share units, restricted stock, cash incentive, and stock appreciation rights or SARs.
The aggregate number of shares that the Company may issue under the 2012 Incentive Plan may not exceed 2,051,402 shares, subject to adjustment for future stock splits, stock dividends and similar changes in the Company's capitalization. Shares underlying grants that expire without being exercised or are forfeited are available for grant under the 2012 Incentive Plan. The aggregate number of shares of common stock subject to options, stock appreciation rights, or performance-based awards granted to a participant during any calendar year may not exceed 500,000 shares. The 2012 Incentive Plan provides that all awards granted under the 2012 Incentive Plan expire not more than 10 years from the grant date and have an exercise price of no less than the closing price of the Company's common stock on the date of grant.
Currently, the Company's practice is to issue new shares upon stock option exercise. The Company does not expect to repurchase any shares in the open market or issue treasury shares to settle any such exercises. For the years ended December 31, 2015, 2014 and 2013, the Company did not pay cash to repurchase any stock option exercises.
The fair value of each share-based option award under all of the Company's plans is estimated on the date of grant using a Black-Scholes pricing model that incorporates the assumptions noted in the following table. Estimated expected volatilities were based on historical volatility of the Company's common stock. The Company does not expect to declare or pay dividends in the foreseeable future; thus, the Company used a 0% expected dividend yield, which is comparable to most of its peers in the industry. The expected terms range from 0.09 years to 6.0 years, or a weighted average of 4.3 years to 4.6 years, based on 25% of each grant's vesting on each anniversary date and factoring in potential blackout dates, historic exercises and expectations of future employee behavior. The risk-free rate is based on the U.S. Treasury yield curve in effect on the date of grant and extrapolated to approximate the expected life of the award. The Company estimated a 4% to 10% annual compounded forfeiture rate for the year 2012 based on historical employee turnover and actual forfeitures. The Company did not grant any share-based option awards during the years 2015, 2014 or 2013.
A summary of share-based option activity under all the Company's plans as of December 31, 2015, and changes during the year then ended, is presented below:
The total intrinsic value of options exercised for the years ended December 31, 2015, 2014 and 2013 were zero, $0.1 million and $0.5 million, respectively. With respect to stock option exercises, the Company received zero, $0.1 million and $6.4 million for the years ended December 31, 2015, 2014 and 2013, respectively.
A summary of the Company's nonvested shares of common stock as of December 31, 2015, 2014 and 2013, and changes during the years then ended, is presented below:
Common stock units were issued beginning on July 1, 2012 and will be converted to shares of common stock as they vest. As of December 31, 2015, common stock units have only been issued for payment of director fees. A summary of the Company's nonvested share units of common stock as of December 31, 2015, 2014 and 2013, and changes during the years then ended, is presented in the table below:
The grant date fair value of equity awards vested for the years ended December 31, 2015, 2014 and 2013 was $7.2 million, $8.0 million and $8.1 million, respectively.
Performance Share and Cash Programs
2015 Program. In February 2015, the Compensation Committee of the Board of Directors of the Company approved a performance cash program (the "2015 Program") granting performance cash units that will settle in cash. The performance-based awards contingently vest in May 2018, depending on the level at which the performance goals are achieved. The performance goals, which will be measured over the three year period ending December 31, 2017, consist of the Company's total shareholder return ("TSR") ranking relative to a defined peer group's individual TSRs ("Relative TSR") (weighted at 60%) and the percentage change in discretionary cash flow per debt adjusted share relative to a defined peer group's percentage calculation ("DCF per Debt Adjusted Share") (weighted at 40%). The Relative TSR and DCF per Debt Adjusted Share goals will vest at 25% or 50%, respectively, of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the actual results for a metric are between the threshold and target levels or between the target and stretch levels, the vested number of units will be prorated based on the actual results compared to the threshold, target and stretch goals. If the threshold metrics are not met, no units will vest. In any event, the total number of units that could vest will not exceed 200% of the original number of performance cash units granted. At the end of the three year vesting period, any units that have not vested will be forfeited. A total of 422,345 units were granted under this program during the year ended December 31, 2015. The Company recognized $0.4 million in derivatives and other noncurrent liabilities in the Consolidated Balance Sheets as of December 31, 2015 and $0.4 million in general and administrative expense in the Consolidated Statements of Operations for the year ended December 31, 2015, for the 2015 Program based on a unit price of $3.95 and the number of units expected to vest at the end of the three year period.
2014 Program. In February 2014, the Compensation Committee approved a new performance share program (the "2014 Program") pursuant to the 2012 Equity Incentive Plan. The performance-based awards contingently vest in May 2017, depending on the level at which the performance goals are achieved. The performance goals, which will be measured over the three year period ending December 31, 2016, consist of the Company's total shareholder return ("TSR") ranking relative to a defined peer group's individual TSRs ("Relative TSR") (weighted at 60%) and the percentage change in discretionary cash flow per debt adjusted share relative to a defined peer group's percentage calculation ("DCF per Debt Adjusted Share") (weighted at 40%). The Relative TSR and DCF per Debt Adjusted Share goals will vest at 25% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the actual results for a metric are between the threshold and target levels or between the target and stretch levels, the vested number of shares will be prorated based on the actual results compared to the threshold, target and stretch goals. If the threshold metrics are not met, no shares will vest. In any event, the total number of shares of common stock that could vest will not exceed 200% of the original number of performance shares granted. At the end of the three year vesting period, any shares that have not vested will be forfeited. A total of 315,661 shares were granted under this program during the year ended December 31, 2014. All compensation expense related to the TSR metric will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. All compensation expense related to the DCF per Debt Adjusted Share metric will be based on the number of shares expected to vest at the end of the three year period.
2013 Program. In February 2013, the Compensation Committee approved a new performance share program (the "2013 Program") pursuant to the 2012 Equity Incentive Plan. The performance-based awards contingently vest in May 2016, depending on the level at which the performance goals are achieved. The performance goals, which will be measured over the three year period ending December 31, 2015, consist of the Company's Relative TSR (weighted at 33 1/3%), the percentage change in discretionary cash flow per debt adjusted share relative to a defined peer group's percentage calculation ("DCF per
Debt Adjusted Share") (weighted at 33 1/3%) and percentage change in proved oil, natural gas and NGL reserves per debt adjusted share ("Reserves per Debt Adjusted Share") (weighted at 33 1/3%). The Relative TSR and DCF per Debt Adjusted Share goals will vest at 25% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. The Reserves per Debt Adjusted Share goal will vest at 50% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the actual results for a metric are between the threshold and target levels or between the target and stretch levels, the vested number of shares will be prorated based on the actual results compared to the threshold, target and stretch goals. If the threshold metrics are not met, no shares will vest. In any event, the total number of shares of common stock that could vest will not exceed 200% of the original number of performance shares granted. At the end of the three year vesting period, any shares that have not vested will be forfeited. All compensation expense related to the Relative TSR metric will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. All compensation expense related to the DCF per Debt Adjusted Share metric and the Reserves per Debt Adjusted Share metric will be based upon the number of shares expected to vest at the end of the three year period. A total of 450,544 shares were granted under this program during the year ended December 31, 2013. Based upon the Company's performance through 2015, approximately 29.6% of the 2013 Program performance shares will vest in May 2016.
2012 Program. In March 2012, the Compensation Committee approved a new performance share program (the "2012 Program"). The performance-based awards vested in May 2015, on the level at which the performance goals were achieved. The performance goals, which were measured over the three year period ending December 31, 2014, consisted of the Company's TSR ranking relative to a defined peer group's individual TSR (weighted at 33 1/3%), the percentage change in DCF per Debt Adjusted Share relative to a defined peer group's percentage calculation (weighted at 33 1/3%) and the change in proved oil and natural gas reserves per debt adjusted share (weighted at 33 1/3%). All compensation expense related to the DCF per Debt Adjusted Share and oil and natural gas reserves per debt adjusted share metrics will be based on the number of shares expected to vest at the end of the three year period. A total of 179,987 shares were granted under this program during the year ended December 31, 2012. Based on the Company's performance through 2014, none of the 2012 Program performance shares vested in May 2015.
2010 Program. In February 2010, the Compensation Committee approved a performance share program (the "2010 Program"). Upon commencement of the 2010 Program and during each subsequent year of the 2010 Program through 2013, the Compensation Committee met to approve target and stretch goals for certain operational or financial metrics that are selected by the Compensation Committee for the upcoming year and to determine whether metrics for the prior year have been met. As new goals are established each year for the performance-based awards, a new grant date and a new fair value are created for financial reporting purposes for those shares that could potentially vest in the upcoming year. Compensation expense is recognized based on an estimate of the extent to which the performance goals would be met. If such goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed.
The 2010 Program has both performance-based and market-based goals. All compensation expense related to the market-based goals was recognized if the requisite service period is fulfilled, even if the market condition was not achieved. Based on Company performance in 2010, 2011, 2012 and 2013, 25.9%, 26.6%, 0.0% and 19.8%, respectively, of the 2010 Program performance-based shares vested in February 2011, February 2012, February 2013 and February 2014, respectively, for a total of 72.3% of the total performance-based shares vested over the four year vesting period. A total of 59,582, 57,944, zero and 21,968 shares vested in February 2011, February 2012, February 2013 and February 2014, respectively.
Based on the 2010 Program market-based goals, which were based on the Company's TSR ranking relative to a defined peer group's individual TSR, 37.5%, 12.5%, 0.0% and 33.4% vested in February 2011, 2012, 2013 and 2014, respectively, based on the Company's rankings as of December 31, 2010, 2011, 2012 and 2013, respectively, for a total of 83.4% of the total market-based shares vested over the four year vesting period. A total of 21,574, 6,801, zero and 9,242 shares vested in February 2011, February 2012, February 2013 and February 2014, respectively.
A summary of the Company's non-vested performance-based shares of common stock as of December 31, 2015, 2014 and 2013, and changes during the years then ended, is presented below:
(1)
As the Compensation Committee approved new performance metrics for the vesting of performance shares in the upcoming year, a new grant date was then created for any unvested awards that were granted in previous years, and a new fair value was established for financial reporting purposes.
(2)
The Compensation Committee approved a special retention award on July 18, 2013. A debt performance gate was required to be met as of December 31, 2013 in which the shares would vest on July 18, 2014, 2015 and 2016. The vested shares are included in the vested line item for the years ended December 31, 2015 and 2014.
The grant date fair value of the performance-based shares vested in the years ended December 31, 2015 and 2014 was $0.3 million and $0.8 million, respectively.
Director Fees. The Company's non-employee, or outside, directors, may elect to receive all or a portion of their annual retainer and meeting fees in the form of restricted stock units ("RSUs"), which are settled with shares of the Company's common stock, issued pursuant to the Company's 2012 Incentive Plan. After each quarter, RSUs with a value equal to the fees payable for that quarter, calculated using the closing price for the Company's common stock on the last trading day of the quarter, will be delivered to each outside director who elected before that quarter to receive RSUs for payment of director fees. These nonvested RSUs will vest immediately at the end of the applicable quarter. Once vested, the RSUs will settle at the end of the applicable quarter or such later date elected by the director.
A summary of the Company's directors' fees and equity-based compensation for the years ended December 31, 2015, 2014 and 2013 is presented below:
Other Employee Benefits-401(k) Savings Plan. The Company has an employee-directed 401(k) savings plan (the "401(k) Plan") for all eligible employees over the age of 21. Under the 401(k) Plan, employees may make voluntary contributions based on a percentage of their pretax income, subject to statutory limitations.
The Company matches 100% of each employee's contribution, up to 6% of the employee's pretax income, with 50% of the match made with the Company's common stock. Starting on April 1, 2015, the entire 6% match is now comprised of cash only. The Company's cash and common stock contributions are fully vested upon the date of match, and employees can immediately sell the portion of the match made with the Company's common stock. The Company made matching cash and common stock contributions of $1.2 million, $1.7 million and $1.9 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Deferred Compensation Plan. In 2010, the Company adopted a non-qualified deferred compensation plan for certain employees and officers whose eligibility to participate in the plan was determined by the Compensation Committee. The Company makes matching cash contributions on behalf of eligible employees up to 6% of the employee's cash compensation once the contribution limits are reached on the Company's 401(k) Plan. All amounts deferred and matched under the plan vest
immediately. Deferred compensation, including accumulated earnings on the participant-directed investment selections, is distributable in cash at participant-specified dates or upon retirement, death, disability, change in control or termination of employment.
The table below summarizes the activity in the plan during the years ended December 31, 2015 and 2014, and the Company's ending deferred compensation liability as of December 31, 2015 and 2014:
The Company has established a rabbi trust to offset the deferred compensation liability and protect the interests of the plan participants. The investments in the rabbi trust seek to offset the change in the value of the related liability. As a result, there is no expected impact on earnings or earnings per share from the changes in market value of the investment assets because the changes in market value of the trust assets are offset by changes in the value of the deferred compensation plan liability. The gains and losses from changes in fair value of the investments are included in interest and other income in the Consolidated Statements of Operations.
The following table represents the Company's activity in the investment assets held in the rabbi trust during the years ended December 31, 2015 and 2014:
12. Significant Customers and Other Concentrations
Significant Customers. During 2015, four customers individually accounted for over 10% of the Company's oil, gas and NGL production revenues. During 2014, two customers individually accounted for over 10% of the Company's oil, gas and NGL production revenues. During 2013, one customer individually accounted for over 10% of the Company's oil, gas and NGL production revenues. Although diversified among many companies, collectability is dependent upon the financial stability of each individual company and is influenced by the general economic conditions of the industry. Management believes that the loss of any individual purchaser would not have a long-term material adverse impact on the financial position or results of operations of the Company.
Concentrations of Market Risk. The future results of the Company's oil and gas operations will be affected by the market prices of oil, natural gas and NGLs. A readily available market for oil, natural gas and NGLs in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of oil and gas pipelines and other transportation facilities, any oversupply or undersupply of oil, gas and NGLs,
the regulatory environment, the economic environment and other regional, national and international economic and political events, none of which can be predicted with certainty.
The Company operates in the exploration, development and production phase of the oil and gas industry. Its receivables include amounts due from purchasers of oil and gas production and amounts due from joint venture partners for their respective portions of operating expenses and exploration and development costs. The Company believes that no single customer or joint venture partner exposes the Company to significant credit risk. While certain of these customers and joint venture partners are affected by periodic downturns in the economy in general or in their specific segment of the natural gas or oil industry, the Company believes that its level of credit-related losses due to such economic fluctuations has been and will continue to be immaterial to the Company's results of operations in the long-term. Trade receivables are generally not collateralized. The Company analyzes customers' and joint venture partners' historical credit positions and payment histories prior to extending credit.
Concentrations of Credit Risk. Derivative financial instruments that hedge the price of oil, natural gas and NGLs are generally executed with major financial or commodities trading institutions which expose the Company to market and credit risks and may, at times, be concentrated with certain counterparties or groups of counterparties. The Company's policy is to execute financial derivatives only with major, creditworthy financial institutions. The Company has derivative instruments with eight different counterparties, of which all are lenders or affiliates of lenders in the Amended Credit Facility.
The creditworthiness of counterparties is subject to continuing review, and the Company believes all of these institutions currently are acceptable credit risks. Full performance is anticipated, and the Company has no past due receivables from any of its counterparties. Where the counterparty is a lender under the Amended Credit Facility, the counterparty risk is mitigated to the extent that the Company is indebted to such lender under the Amended Credit Facility.
13. Equity Distribution Agreement
On June 10, 2015, the Company entered into an Equity Distribution Agreement (the "Agreement") with Goldman, Sachs and Co. (the "Manager"). Pursuant to the terms of the Agreement, the Company may sell, from time to time through or to the Manager, shares of its common stock having an aggregate gross sales price of up to $100.0 million. Sales of the shares, if any, will be made by means of ordinary brokers' transactions through the facilities of the New York Stock Exchange, at market prices, in block transactions, to or through a market maker, through an electronic communications network or as otherwise agreed by the Company and the Manager. As of December 31, 2015, no shares have been sold pursuant to the Agreement.
14. Commitments and Contingencies
Lease Financing Obligation. The Company has a Lease Financing Obligation with Bank of America Leasing & Capital, LLC as the lead bank as discussed in Note 5. The aggregate undiscounted minimum future lease payments, including both principal and interest components, are presented below:
Transportation Charges. The Company is party to two firm transportation contracts to provide capacity on natural gas pipeline systems. The remaining term on these contracts is six years. The contracts require the Company to pay transportation charges regardless of the amount of pipeline capacity utilized by the Company. Beginning October 1, 2014, these transportation costs are included in unused commitments expense in the Consolidated Statements of Operations. As a result of previous divestitures in 2013 and 2014, the Company will likely not utilize the firm capacity on the natural gas pipelines.
The amounts in the table below represent the Company's future minimum transportation charges.
Lease and Other Commitments. The Company leases office space, vehicles and certain equipment under non-cancelable operating leases. Additionally, the Company has entered into various long-term agreements for telecommunication services.
Future minimum annual payments under lease and other agreements are as follows:
(1)
Includes a contractual obligation of $3.2 million related to certain drilling commitments on sold properties.
Litigation. The Company is subject to litigation, claims and governmental and regulatory proceedings arising in the course of ordinary business. It is the opinion of the Company's management that current claims and litigation involving the Company are not likely to have a material adverse effect on its consolidated balance sheets, cash flows or statements of operations.
15. Guarantor Subsidiaries
In addition to the Amended Credit Facility, the 7.625% Senior Notes, the 7.0% Senior Notes and the Convertible Notes, which are registered securities, are jointly and severally guaranteed on a full and unconditional basis by the Company's 100% owned subsidiaries ("Guarantor Subsidiaries"). Presented below are the Company's condensed consolidating balance sheets, statements of operations, statements of other comprehensive income (loss) and statements of cash flows, as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended.
During the year ended December 31, 2014, Bill Barrett Corporation, as parent, merged two of the Company's 100% owned subsidiaries, CBM Production Company and GB Acquisition Corporation, into the parent company. During the year ended December 31, 2015, Bill Barrett Corporation, as parent, merged another 100% owned subsidiary, Elk Production Uintah, LLC, into the parent company. The condensed consolidating financial statements reflect the new guarantor structure for all periods presented.
The following condensed consolidating financial statements have been prepared from the Company's financial information on the same basis of accounting as the Consolidated Financial Statements. Investments in the subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate the Company and the Guarantor Subsidiaries are reflected in the intercompany eliminations column.
Condensed Consolidating Balance Sheets
Condensed Consolidating Statements of Operations
Condensed Consolidating Statements of Comprehensive Income (Loss)
Condensed Consolidating Statements of Cash Flows
SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data Unless Otherwise Indicated)
(Unaudited)
Oil and Gas Producing Activities
Costs Incurred. Costs incurred in oil and gas property acquisition, exploration and development activities and related depletion per equivalent unit-of-production were as follows:
(1)
Year ended December 31, 2014 includes $79.0 million related to property acquired through asset exchanges, consisting of $29.3 million of unproved acquisition costs and $49.7 million of proved acquisition costs.
Supplemental Oil and Gas Reserve Information. The reserve information presented below is based on estimates of net proved reserves as of December 31, 2015, 2014 and 2013 that were prepared by internal petroleum engineers in accordance with guidelines established by the SEC and were audited by the Company's independent petroleum engineering firm NSAI in 2015, 2014 and 2013.
Proved oil and gas reserves are the estimated quantities of crude oil, natural gas and NGLs which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions (i.e., prices and costs as of the date the estimate is made). Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.
Analysis of Changes in Proved Reserves. The following table sets forth information regarding the Company's estimated net total proved and proved developed oil and gas reserve quantities:
(1)
The increase in NGL revisions of previous estimates from the year ended 2012 to the year ended 2013 includes the impact of the Company's conversion to three stream production. Prior to 2013, NGL reserves were included in natural gas data, which impacts the comparability for the periods presented.
At December 31, 2015, the Company revised its proved reserves downward by 24.4 MMBoe primarily as a result of negative price revisions of 25.0 MMBoe, as 2015 pricing was $2.59 per MMBtu and $50.28 per barrel of oil compared with pricing for 2014 of $4.35 per MMBtu and $94.99 per barrel of oil. Prices were adjusted by lease for quality, transportation fees and regional price differences.
At December 31, 2014, the Company revised its proved reserves downward by 22.2 MMBoe due to engineering revisions of 14.1 MMBoe and aging of proved undeveloped reserves in the Blacktail Ridge and Lake Canyon areas of the Uinta Basin of
8.1 MMBoe. Pricing for 2014 was $4.35 per MMBtu and $94.99 per barrel of oil compared with pricing for 2013 of $3.67 per MMBtu and $96.91 per barrel of oil, resulting in insignificant pricing revisions. Prices were adjusted by lease for quality, transportation fees and regional price differences.
At December 31, 2013, the Company revised its proved reserves upward by 2.2 MMBoe, excluding pricing revisions. The Company also revised its 2013 proved reserves upward by 0.2 MMBoe, as 2013 pricing was $3.67 per MMBtu and $96.91 per barrel of oil compared with the 2012 pricing of $2.56 per MMBtu and $91.21 per barrel of oil. Prices were adjusted by lease for quality, transportation fees and regional price differences.
Standardized Measure. Certain information concerning the assumptions used in computing the valuation of proved reserves and their inherent limitations are discussed below. The Company believes such information is important for a proper understanding and assessment of the data presented.
For the years ended December 31, 2015, 2014 and 2013, future cash inflows are calculated by applying the 12-month average pricing (as is required by the rules of the Securities and Exchange Commission) of oil and gas relating to the Company's proved reserves to the year-end quantities of those reserves. For the year ended December 31, 2015, calculations were made using adjusted average prices of $40.03 per Bbl for oil, $10.47 per Bbl for NGLs and $2.11 per MMBtu for gas, as compared to the average benchmark prices of $50.28 per Bbl for oil, 20.37 per Bbl for NGLs and $2.59 per Mcf for gas. For the year ended December 31, 2014, calculations were made using adjusted average prices of $79.96 per Bbl for oil, $34.17 per Bbl for NGLs and $3.79 per MMBtu for gas, as compared to the average benchmark prices of $94.99 per Bbl for oil, $39.65 per Bbl for NGLs and $4.35 per Mcf for gas. For the year ended December 31, 2013, calculations were made using adjusted average prices of $83.35 per Bbl for oil, $29.60 per Bbl for NGLs and $3.14 per MMBtu for gas, as compared to the average benchmark prices of $96.91 per Bbl for oil, $39.75 per Bbl for NGLs and $3.67 per Mcf for gas. The differences between the average benchmark prices and the adjusted average prices used in the calculation of the standardized measure are attributable to adjustments made for transportation, quality and basis differentials. The Company also records an overhead charge against its future cash flows.
The assumptions used to calculate estimated future cash inflows do not necessarily reflect the Company's expectations of actual revenues or costs, nor their present worth. In addition, variations from the expected production rate also could result directly or indirectly from factors outside of the Company's control, such as unexpected delays in development, changes in prices or regulatory or environmental policies. The reserve valuation further assumes that all reserves will be disposed of by production. However, if reserves are sold in place, additional economic considerations could also affect the amount of cash eventually realized.
Future development and production costs are calculated by estimating the expenditures to be incurred in developing and producing the proved oil, gas and NGL reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions.
Future income tax expenses are calculated by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pre-tax net cash flows relating to the Company's proved oil, gas and NGL reserves. Permanent differences in oil and gas related tax credits and allowances are recognized.
The following table presents the standardized measure of discounted future net cash flows related to proved oil, gas and NGL reserves:
The "standardized measure" is the present value of estimated future cash inflows from proved oil, gas and NGL reserves, less future development and production costs and future income tax expenses, using prices and costs as of the date of estimation without future escalation, without giving effect to hedging activities, non-property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization and discounted using an annual discount rate of 10% to reflect timing of future cash flows.
The present value (at a 10% annual discount) of future net cash flows from the Company's proved reserves is not necessarily the same as the current market value of its estimated oil, gas and NGL reserves. The Company bases the estimated discounted future net cash flows from its proved reserves on prices and costs in effect on the day of estimate in accordance with the applicable accounting guidance. However, actual future net cash flows from its oil, gas and NGL properties will also be affected by factors such as actual prices the Company receives for oil, gas and NGL, the amount and timing of actual production, supply of and demand for oil and natural gas and changes in governmental regulations or taxation.
The timing of both the Company's production and incurrence of expenses in connection with the development and production of oil and natural gas properties will affect the timing of actual future net cash flows from proved reserves, and thus their actual present value. In addition, the 10% annual discount factor the Company uses when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with the Company or the oil and natural gas industry in general.
A summary of changes in the standardized measure of discounted future net cash flows is as follows:
Quarterly Financial Data
The following is a summary of the unaudited quarterly financial data, including income (loss) before income taxes, net income (loss) and net income (loss) per common share for the years ended December 31, 2015 and 2014.
(1)
The increase in expenses in the third quarter was due to recognizing a non-cash impairment charge associated with the Uinta Oil Program's proved and unproved oil and gas properties. See Note 4 for additional details.
(1)
The decrease in total revenues and expenses in the fourth quarter was primarily due to asset sales during the third quarter. See Note 4 for additional details.