Annual report pursuant to Section 13 and 15(d)

Basis of Presentation

v3.20.4
Basis of Presentation
12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Basis of Presentation
2.     Basis of Presentation 
Adoption of Recently Issued Accounting Pronouncements and Comparability to Prior Periods
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”) 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 5 for the impact and disclosures associated with the adoption of ASU 2016–13).
Effective January 1, 2019, we adopted and began applying the relevant guidance provided in ASU 2016–02, Leases (“ASU 2016–02”) and related amendments to accounting principles generally accepted in the United States of America (“GAAP”) which, together with ASU 2016–02, represent Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC Topic 842”). We adopted ASC Topic 842 using the optional transition approach with a charge of $0.1 million to the beginning balance of retained earnings as of January 1, 2019.
Effective January 1, 2018, we adopted and began applying the relevant guidance provided in ASU 2014–09, Revenues from Contracts with Customers (“ASU 2014–09”) and related amendments to GAAP which, together with ASU 2014–09, represent ASC Topic 606, Revenues from Contracts with Customers (“ASC Topic 606”). We adopted ASC Topic 606 using the cumulative effect transition method and wrote off $2.7 million of accounts receivable arising from natural gas imbalances accounted for under the entitlements method as a direct reduction to our beginning balance of retained earnings as of January 1, 2018.
Comparative periods and related disclosures have not been restated for the application of ASU 2016–13 and ASC Topic 842. Accordingly, certain components of our Consolidated Financial Statements are not comparable between periods and the Consolidated Statement of Operations for the years ended December 31, 2019 and 2018 are presented based on prior GAAP for credit losses and leases, respectively, in their entirety.
Subsequent Events
At a special meeting held on January 13, 2021, the Company’s shareholders approved the potential issuance of up to 22,597,757 shares of our common stock, par value $0.01 per share (the “Common Stock”), upon the redemption or exchange of up to 225,977.57 shares of Series A Preferred Stock, par value $0.01 per share, of the Company (“Series A Preferred Stock”), together with up to 22,597,757 common units representing limited partner interests (the “Common Units”) of PV Energy Holdings, L.P. (the “Partnership”). On January 14, 2021, the Company amended its articles of incorporation (the “Articles of Amendment”) creating a series of the Company’s preferred stock consisting of 300,000 shares and designated as the Series A Preferred Stock, as well as establishing the powers, preferences and rights of the preferred stock series and the qualifications, limitations and restrictions thereof.
On January 15, 2021, or the Closing Date, the Company consummated the previously announced transactions, (collectively, the “Juniper Transactions”), contemplated by: (i) the Contribution Agreement, dated November 2, 2020 (the “Contribution Agreement”), by and among the Company, the Partnership, and JSTX Holdings, LLC (“JSTX”), an affiliate of Juniper Capital Advisors, L.P. (“Juniper Capital”), and, together with its affiliates (“Juniper”); and (ii) the Contribution Agreement, dated November 2, 2020 (the “Asset Agreement,” and, together with the Contribution Agreement, the “Juniper Transaction Agreements”), by and among Rocky Creek Resources, LLC, an affiliate of Juniper Capital (“Rocky Creek”), the Company and the Partnership.
In connection with the consummation of the Juniper Transactions, the Company completed a reorganization into an up-C structure (the “Reorganization”) (which is intended to, among other things, result in the holders of the Series A Preferred Stock, having a voting interest in the Company that is commensurate with such holders’ economic interest in the Partnership), including (i) the conversion of each of the Company’s corporate subsidiaries into limited liability companies which are disregarded for U.S. federal income tax purposes, including the conversion of Penn Virginia Holding Corp. into Penn Virginia Holdings, LLC, a Delaware limited liability company (“Holdings”), and (ii) the Company’s contribution of all of its equity interests in Holdings to the Partnership in exchange for 15,268,686 newly issued Common Units.
On the Closing Date, (i) pursuant to the terms of the Contribution Agreement, JSTX contributed to the Partnership, as a capital contribution, $150 million in cash in exchange for 17,142,857 newly issued Common Units and the Company issued to JSTX 171,428.57 shares of Series A Preferred Stock at a price equal to the par value of the shares acquired, and (ii) pursuant to the terms of the Asset Agreement, Rocky Creek contributed to our operating subsidiary certain oil and gas assets in exchange for 5,405,252 newly issued Common Units and the Company issued to Rocky Creek 54,052.52 shares of Series A Preferred Stock at a price equal to the par value of the shares acquired, including 495,900 Common Units and 4,959 shares of Series A Preferred Stock placed in an indemnity escrow to support post-closing indemnification claims, 50% of such escrowed amount to be disbursed 180 days after the Closing and the remainder one year after the Closing.
Concurrent with the closing of the Juniper Transaction, on the Closing Date, the following transactions occurred: (i) the Agreement and Amendment No. 9 to Credit Agreement (the “Ninth Amendment”) to the credit agreement (the “Credit Facility”) became effective and a prepayment of $80.5 million of outstanding borrowings under the Credit Facility was made plus accrued interest of $0.1 million, (ii) the amendment dated November 2, 2020 (the “Second Lien Amendment”) to the Second Lien Credit Agreement dated as of September 29, 2017 (the “Second Lien Facility”) became effective and a prepayment of $50.0 million of outstanding advances under the Second Lien Facility was made plus accrued interest of $0.2 million in accordance with the Second Lien Amendment, (iii) total payments of $17.8 million in cash were completed for transaction and debt issue costs, including (A) $16.0 million associated with the Juniper Transactions, (B) $1.4 million associated with the Second Lien Amendment and (C) $0.4 million associated with the Ninth Amendment and (iv) a combined payment of $1.3 million including principal and accrued interest was made to liquidate the outstanding advances attributable to a single participant lender.
We incurred a total of $18.5 million for certain professional fees, including advisory, legal, consulting fees and other costs in connection with the Juniper Transactions. A total of $5.0 million were attributable to services and costs incurred in 2020. The remaining $13.5 million includes $5.5 million of costs incurred by Juniper that were to be paid by the Company as a condition of closing the Juniper Transaction Agreements as well as $8.0 million of other fees and costs that were incurred in January 2021 or otherwise incurred contingent upon the closing. All of the costs incurred in 2020 have been recognized in general and administrative expenses (“G&A”). Of the costs incurred in January 2021 and those associated with the closing, $4.2 million will be recognized as a component of G&A and $9.3 million, including the aforementioned $5.5 million of costs incurred by Juniper and $3.8 million of costs incurred by us related to the issuance of the Series A Preferred Stock and Common Units, will be classified as a reduction to the capital contribution on our Consolidated Balance Sheet.
Following the Juniper Transactions, Edward Geiser, Juniper’s Managing Partner, began serving as Penn Virginia’s Chairman of the Board, and Juniper appointed four additional members to the Board. Darrin Henke and the other members of our senior management are continuing in their roles, and the Company’s current directors, including Mr. Henke, have remained on the Board following the closing.
Management has evaluated all of our activities through the issuance date of our Consolidated Financial Statements and has concluded that, other than the aforementioned Juniper Transactions, the Ninth Amendment (see Note 9), the Second Lien Amendment (see Note 9), no subsequent events have occurred that would require recognition in our Consolidated Financial Statements or disclosure in the Notes thereto.
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. 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 resulted in a dramatic decline in the demand for energy in 2020, which directly impacts our industry and the Company. In addition, global crude oil prices experienced a collapse that began 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. OPEC+ ultimately agreed to specified adjustments to production in the Spring of 2020 which, for the most part, held for the remainder of the year and were supplemented by additional voluntary downward adjustments, led primarily by Saudi Arabia. Collectively these curtailments have contributed to a relative stabilization of commodity prices and rebalancing of the global crude oil markets by the end of 2020.
Notwithstanding the relative improvement in global market stability, as a result of several factors including rising infection rates at the beginning of 2021, mutating strains of the virus, the return of stricter lockdown measures and logistical challenges in vaccine distribution, among others, a return to pre-COVID 19 levels of economic activity remain uncertain in their magnitude and eventual timing. Nonetheless, OPEC+ indicated in their January 2021 meeting a commitment to gradually return limited production to the market with the pace being determined by market conditions. An additional meeting is scheduled for early March of 2021 to monitor conditions and progress.
A significant decline in domestic drilling by U.S. producers began in mid-March 2020 and continued through most of the second half of the year. The overall economic decline had an adverse impact on the entire industry, but particularly on smaller upstream producers with limited financial resources as well as oilfield service companies. While a modest recovery in activity began in the fourth quarter of 2020, including a resumption of our own drilling program, domestic supply and demand imbalances continue to stress the market which is further exacerbated by capacity limitations associated with storage, pipeline and refining infrastructure, particularly within the Gulf Coast region.
While there exists encouraging signs for continued recovery due to the aforementioned vaccine development as well as a commitment by the new U.S. Administration to prioritize economic relief efforts, the relative success of such efforts is difficult to predict with respect to timing and the resulting economic impact. Accordingly, the combined effect of the global and domestic factors discussed herein is anticipated to continue to contribute to overall volatility within the industry generally and to 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 additional crude oil storage capacity (see Note 14) 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 6), (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.