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Note 2- Liquidity and Capital Resources
12 Months Ended
Dec. 31, 2014
Reorganizations [Abstract]  
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block]

Note 2 Liquidity and Capital Resources


The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern.  The conditions noted below raise substantial doubt about the Company’s ability to continue as a going concern.  The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.


Voluntary Reorganization Under Chapter 11


The Company has not been profitable since it commenced operations and it requires substantial capital expenditures as the Company advances development projects at Block Z-1 and exploration projects in its other Blocks. Currently, the Company requires additional financing to continue to fund its capital expenditure program and implement its business plan. The Company’s major sources of funding to date have been oil sales, equity and debt financing activities and asset sales.  The increased capital costs and debt service costs in the current economic environment for the oil and gas industry have placed a strain on the Company’s cash flow from operations and its ability to reduce the Company’s debt leverage.


The Company currently has the following convertible notes outstanding: (i) $59.9 million principal amount of Convertible Notes due 2015 (the “2015 Convertible Notes”), which bear interest semi-annually at a rate of 6.50% per year, and (ii) $168.7 million principal amount of Convertible Notes due 2017 (the “2017 Convertible Notes”), which bear interest semi-annually at a rate of 8.50% per year. The 2015 Convertible Notes matured with repayment of approximately $62 million in principal and interest due on March 1, 2015. The Company’s estimated capital and exploratory budget for 2015 calls for it to spend approximately $58.6 million in 2015 on capital and exploratory expenditures, excluding capitalized interest, for its three onshore Blocks in which the Company holds 100% working interests, and its share of the capital and exploratory expenditures for offshore Block Z-1 required under its Joint Venture Agreement with Pacific Rubiales. The carry amount Pacific Rubiales agreed to pay under the joint venture was completed in December 2014, and the Company is now responsible for funding our full share of capital expenditures and joint operating expenditures for Block Z-1.


The price of oil per barrel has dropped dramatically, particularly in the fourth quarter 2014 and continuing in the first quarter 2015, by more than half since its high in June 2014. In mid-October 2014, the Company withdrew its previously announced private placement offer of $150.0 million in senior secured notes due 2019 due to adverse market conditions.


On December 8, 2014, the Company received a notification from the New York Stock Exchange (“NYSE”) that the Company had fallen below the NYSE's continued listing standard relating to minimum share price, which requires a minimum average closing price of $1.00 per share over 30 consecutive trading days. The price has remained well below such threshold and the NYSE subsequently notified the Company on March 2, 2015 that it had determined to commence proceedings to delist its common stock.


As a result of the aforementioned events and circumstances, in December 2014 the Company engaged the services of Houlihan Lokey Capital Inc. (the “Advisors”) to assist it in analyzing various strategic alternatives and addressing the Company’s liquidity and capital structure, and formed a special committee of the Board of Directors to work with the Advisors. The Company engaged in discussions with representatives of its various debt holders regarding, among other items, the potential terms under which one or both bond issues could be restructured to provide a capital structure which would allow the Company to continue developing its oil and gas assets.  The Company has also pursued discussions with other potential investors regarding alternative financing solutions.  The Company decided that it was in the best long-term interest of all stakeholders, both credit and equity holders, to expeditiously address the Company's capital structure with the goal of reducing debt and the cost of capital to position the Company for the future, and on March 2, 2015 announced that it had decided not to pay approximately $62 million in principal and interest due on March 1, 2015 on its 2015 Convertible Notes and to use a 10-day grace period on principal due and a 30-day grace period on interest due to continue discussions with its debt holders.


The Company was unable to reach a mutually agreeable solution within the grace period for the principal amount due on the 2015 Convertible Notes and elected not to make the approximate $59.9 million in principal payment due at the end of the grace period for principal due. As a result, the Company is in default under the 2015 Convertible Notes, permitting the trustee for the 2015 Convertible Notes or the holders of at least 25% in aggregate principal amount of the outstanding 2015 Convertible Notes to declare the full amount of the principal and interest thereunder immediately due and payable. If the 2015 Convertible Notes were to be accelerated, an event of default would occur under the indenture for the 2017 Convertible Notes, permitting the trustee or the holders of at least 25% in aggregate principal amount of the outstanding 2017 Convertible Notes to also declare the full amount of the principal and interest thereunder immediately due and payable.


On March 9, 2015 (the “Petition Date”), BPZ Resources, Inc. (the “Debtor”) filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to provide more time to find an appropriate solution to its financial situation and implement a plan of reorganization aimed at improving its capital structure. The Chapter 11 case is being administered by the Bankruptcy Court as Case No. 15-60016.


The filing of the Chapter 11 case constituted an event of default that triggered repayment obligations under the 2015 Convertible Notes and the 2017 Convertible Notes. The ability of the holders of the 2015 Convertible Notes and the 2017 Convertible Notes to seek remedies and enforce their rights under the indentures was automatically stayed as a result of the filing of the Chapter 11 case, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.


Since the Petition Date, the Debtor has operated its business as a “debtor-in-possession” pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code, which will allow the Debtor to continue operations during the reorganization proceedings.  The Debtor will remain in possession of its assets and properties, and its business and affairs will continue to be managed by its directors and officers, subject in each case to the supervision of the Bankruptcy Court. 


None of the Debtor’s direct or indirect subsidiaries or affiliates has filed for reorganization under Chapter 11 and none is expected to file for reorganization or protection from creditors under any insolvency or similar law in the U.S. or elsewhere. The Debtor’s subsidiaries will continue to operate outside of any reorganization proceedings. The Company therefore does not expect the Debtor’s filing of Chapter 11 protection to impact its license agreements.


On the day after the Petition Date, the Debtor obtained approval from the Bankruptcy Court for a variety of “first day” motions to give the Debtor the authority to take a broad range of actions, including, among others, authority to maintain bank accounts and the cash management system, pay certain employee obligations, post-petition utilities and other customary relief.


In addition, the Company’s auditors have expressed substantial doubt about its ability to continue as a going concern. See the Report of Independent Registered Public Accounting Firm included under Item 8. “Financial Statements and Supplementary Data.”