Quarterly report pursuant to Section 13 or 15(d)

Basis of Presentation (Policies)

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Basis of Presentation (Policies)
9 Months Ended
Sep. 30, 2020
Schedule of Policies [Line Items]  
Basis of Presentation Basis of Presentation
Our unaudited Condensed Consolidated Financial Statements include the accounts of Penn Virginia and all of our subsidiaries. Intercompany balances and transactions have been eliminated. Our Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of these statements involves the use of estimates and judgments where appropriate. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of our Condensed Consolidated Financial Statements, have been included. Our Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.
Adoption of Recently Issued Accounting Pronouncements
Effective January 1, 2020, we adopted and began applying the relevant guidance provided in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2016–13, Measurement of Credit Losses on Financial Instruments (“ASU 2016–13”). We adopted ASU 2016–13 using the optional transition approach with a charge to the beginning balance of retained earnings as of January 1, 2020 (see Note 4 for the impact and disclosures associated with the adoption of ASU 2016–13). Comparative periods and related disclosures have not been restated for the application of ASU 2016–13.
Risks and Uncertainties
As an oil and gas exploration and development company, we are exposed to a number of risks and uncertainties that are inherent to our industry. In addition to such industry-specific risks, the global public health crisis associated with the novel coronavirus (“COVID-19”) has, and is anticipated to continue to have, an adverse effect on global economic activity for the immediate future and has resulted in travel restrictions, business closures, limitations to person-to-person contact and the institution of quarantining and other restrictions on movement in many communities. The slowdown in global economic activity attributable to COVID-19 has resulted in a dramatic decline in the demand for energy, which directly impacts our industry and the Company. In addition, global crude oil prices experienced a collapse starting in early March 2020 as a direct result of disagreements between the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (together with OPEC, collectively “OPEC+”) with respect to production curtailments. Production curtailment allocations were ultimately agreed to by OPEC+ in the second quarter of 2020 and while these curtailment efforts have generally held through the third quarter of 2020 leading to a modest recovery in prices from their historic lows at the height of the COVID-19 pandemic, the group is scheduled to formally meet again at the end of November 2020 to assess the circumstances heading into 2021.
Despite a significant decline in drilling by U.S. producers that began in mid-March 2020, domestic supply and demand imbalances continue to create operational stress with respect to capacity limitations associated with storage, pipeline and refining infrastructure, particularly within the Gulf Coast region. Limited progress in containing the COVID-19 pandemic domestically, including the effects of recent spikes in many regions of the United States, including Texas, has hampered economic recovery. Furthermore, government stimulus and economic relief efforts are uncertain and additional economic support may be required in order to stabilize and enhance current domestic economic activity levels. These efforts are further impacted by election year uncertainties and related political conflicts. The combined effect of these global and domestic factors is anticipated to have a continuing adverse impact on the industry in general and our operations specifically.
During 2020, we initiated several actions to mitigate the anticipated adverse economic conditions for the immediate future and to support our financial position and liquidity. The more significant actions that we took during that time included: (i) temporarily suspending our drilling program from April through September 2020, (ii) curtailing production through selected well shut-ins for a period of several weeks in April and May, (iii) securing crude oil storage capacity (see Note 12) in order to maintain a reasonable level of production to (a) allow for the continued marketing of NGLs and natural gas rather than delaying revenues through additional shut-ins and (b) capitalize on potential increases in commodity prices, (iv) substantially expanding the scope and range of our commodity derivatives portfolio (see Note 5), (v) utilizing certain provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and related regulations, the most significant of which resulted in the receipt in June 2020 of an accelerated refund of our remaining refundable alternative minimum tax (“AMT”) credit carryforwards in the amount of $2.5 million and (vi) elimination of annual cost-of-living and similar adjustments to our salaries and wages for 2020, and in July 2020, a limited reduction-in-force (“RIF”). We incurred and paid employee termination and severance benefits of approximately $0.2 million in connection with the limited RIF and those costs have been included in G&A.
Executive Transition
In August 2020, we appointed Darrin Henke our new president and chief executive officer, or CEO, and director following the retirement of John Brooks. We incurred incremental G&A costs of approximately $1.2 million, in connection with Mr. Henke’s appointment and Mr. Brooks’ separation.
Going Concern Presumption
Our unaudited Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and other commitments in the normal course of business.
Subsequent Events
On November 2, 2020, we entered into the following agreements in connection with the previously announced strategic transaction between the Company and certain affiliates of Juniper Capital Advisors, L.P. (“Juniper”):
a Contribution Agreement (the “Contribution Agreement”), among the Company, a newly formed subsidiary of the Company (the “Partnership”), and an affiliate of Juniper (“Purchaser”), pursuant to which, among other things, upon the satisfaction of the terms and conditions set forth therein, (i) the Company will contribute to the Partnership all of its equity interests in Penn Virginia Holding Corp., a Delaware corporation, that will be converted into a limited liability company prior to the closing date of the Transactions (as defined below) (the “Closing Date”), in exchange for a number of newly issued common units representing limited partner interests of the Partnership (the “Common Units”) equal to the number of shares of the Company’s common stock outstanding as of the Closing Date and (ii) Purchaser will contribute to the Partnership, as a capital contribution, $150 million in exchange for 17,142,857 newly issued Common Units. In addition, the Company will issue to Purchaser 171,429 shares of newly designated Series A Preferred Stock, par value $0.01, of the Company (the “Preferred Stock”) (which Preferred Stock will be a non-economic voting interest), at a price equal to the par value of the shares acquired (such transactions contemplated by the Contribution Agreement, the “Equity Transaction”); and
an Asset Contribution Agreement (the “Asset Agreement”), by and among Rocky Creek Resources, LLC, an affiliate of Juniper (“Rocky Creek”), the Company and the Partnership, pursuant to which the Company will purchase certain oil and gas leasehold and other real and personal property interests in Lavaca County, Texas and Fayette County, Texas and assume certain liabilities from Rocky Creek, in exchange for 4,959,000 newly issued Common Units at a price per unit of $7.74, or $38,382,660 in the aggregate, subject to adjustment as set forth therein. In addition Rocky Creek will acquire 49,590 shares of Preferred Stock at a price equal to the par value of the shares acquired (such transactions contemplated by the Asset Agreement, the “Asset Transaction” and together with the Equity Transaction, the “Transactions”).
After completion of the Transactions, Juniper is expected to own approximately 59 percent of Penn Virginia’s equity. As part of the transaction, Juniper will be restricted from selling any of its equity securities in Penn Virginia for six months following the closing of the transaction.
We expect to use $50.0 million of the cash proceeds to pay down and restructure our $200 million Second Lien Credit Agreement dated as of September 29, 2017 (the “Second Lien Facility”), with the balance of the cash proceeds used to significantly reduce the amount outstanding under our credit agreement (the “Credit Facility”) and to pay transaction fees and expenses.
Following the closing, Edward Geiser, Juniper’s Managing Partner, will serve as Penn Virginia’s Chairman of the Board, and Juniper will appoint four additional members to the Board. Darrin Henke and the other members of our senior management are expected to continue in their roles, and the Company’s current directors, including Mr. Henke, will remain on the Board immediately following the closing.
On November 2, 2020, we also entered into an amendment to the Second Lien Facility. Upon the consummation of the Transactions and the satisfaction of certain other conditions precedent, including the prepayment of $50 million of outstanding advances under the Second Lien Facility and the prepayment of $100 million of outstanding loans under the Credit Facility (less all applicable costs, fees and expenses in connection with the Transactions and the Second Lien Facility and Credit Facility), the amendment provides that, among other things, the Second Lien Facility will be automatically amended to (1) extend the maturity date of the Second Lien Facility to September 29, 2024 (the “Maturity Date”), (2) increase the margin applicable to advances under the Second Lien Facility; (3) impose certain limitations on capital expenditures, acquisitions and investments if the Asset Coverage Ratio (as defined therein) at the end of any fiscal quarter is less than 1.25 to 1.00 and (4) require maximum and, in certain circumstances as described therein, minimum hedging arrangements. In addition, upon the consummation of the Transactions and the satisfaction of certain other conditions precedent, the guarantee of the Company will be released and the Partnership will become a guarantor.
Upon the effective date of the amendment, we will be required to make quarterly amortization payments equal to $1,875,000, and outstanding borrowings under the Second Lien Facility will bear interest at a rate equal to, at the option of the borrower, either (a) customary reference rate based on the prime rate plus an applicable margin of 8.25% or (b) a customary London interbank offered rate (“LIBOR”) plus an applicable margin of 7.25%; provided that the applicable margin will increase to 9.25% and 8.25% respectively during any quarter in which the quarterly amortization payment is not made.
The Transactions are expected to close in the first quarter of 2021, subject to the satisfaction of customary closing conditions, including obtaining the requisite shareholder and regulatory approvals as well as approval under the Credit Facility.
Each of the Contribution Agreement and Asset Agreement contain certain termination rights. The Contribution Agreement provides that, upon termination of the Contribution Agreement under certain circumstances, we would be required to pay Purchaser a termination fee equal to $7,500,000 or reimburse Purchaser for certain expenses. The Asset Agreement provides that, upon termination of the Asset Agreement under certain circumstances, we would be required to pay Rocky Creek a termination fee equal to $1,919,133 or reimburse Rocky Creek for certain expenses. In the event the Company is required to reimburse either the Purchaser’s or Rocky Creek’s expenses, the expense reimbursement under the Asset Agreement and Contribution Agreement will not exceed $2,826,000 in aggregate.
During the third quarter of 2020, we incurred certain professional fees and consulting costs of approximately $0.5 million in connection with the Transactions which were recognized in G&A.
Management has evaluated all of our activities through the issuance date of our Condensed Consolidated Financial Statements and has concluded that, other than the aforementioned Transactions, no subsequent events have occurred that would require recognition in our Condensed Consolidated Financial Statements or disclosure in the Notes thereto.
New Accounting Pronouncements
Adoption of Recently Issued Accounting Pronouncements
Effective January 1, 2020, we adopted and began applying the relevant guidance provided in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2016–13, Measurement of Credit Losses on Financial Instruments (“ASU 2016–13”). We adopted ASU 2016–13 using the optional transition approach with a charge to the beginning balance of retained earnings as of January 1, 2020 (see Note 4 for the impact and disclosures associated with the adoption of ASU 2016–13). Comparative periods and related disclosures have not been restated for the application of ASU 2016–13.
Fair Value Measurements
We apply the authoritative accounting provisions included in GAAP for measuring the fair value of both our financial and nonfinancial assets and liabilities. Fair value is an exit price representing the expected amount we would receive upon the sale of an asset or that we would expect to pay to transfer a liability in an orderly transaction with market participants at the measurement date.
Our financial instruments that are subject to fair value disclosure consist of cash and cash equivalents, accounts receivable, accounts payable, derivatives and our Credit Facility and Second Lien Facility borrowings. As of September 30, 2020, the carrying values of all of these financial instruments approximated fair value.
Fair Value, Measurements, Nonrecurring  
Schedule of Policies [Line Items]  
Fair Value Measurements
Non-Recurring Fair Value Measurements
The most significant non-recurring fair value measurements utilized in the preparation of our Condensed Consolidated Financial Statements are those attributable to the initial determination of AROs associated with the ongoing development of new oil and gas properties. The determination of the fair value of AROs is based upon regional market and facility specific information. The amount of an ARO and the costs capitalized represent the estimated future cost to satisfy the abandonment obligation using current prices that are escalated by an assumed inflation factor after discounting the future cost back to the date that the abandonment obligation was incurred using a rate commensurate with the risk, which approximates our cost of funds. Because these significant fair value inputs are typically not observable, we have categorized the initial estimates as Level 3 inputs.