10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

Commission File Number: 001-35371

Bonanza Creek Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	61-1630631
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

410 17th Street, Suite 1400
Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

(720) 440-6100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x  Yes ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x  Yes ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Emerging growth company ¨	Smaller reporting company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨  Yes x  No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. x  Yes ¨ No

As of May 4, 2018, the registrant had 20,496,700 shares of common stock outstanding.

1

BONANZA CREEK ENERGY, INC.

INDEX

			PAGE
Part I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	4
		Condensed Consolidated Statements of Stockholders' Equity	5
		Condensed Consolidated Statements of Cash Flows	6
		Notes to the Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
	Item 4.	Controls and Procedures	30
Part II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	30
	Item 1A.	Risk Factors	31
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
	Item 3.	Defaults Upon Senior Securities	31
	Item 4.	Mine Safety Disclosures	31
	Item 5.	Other Information	31
	Item 6.	Exhibits	32

2

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements.

BONANZA CREEK ENERGY, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share amounts)

	Successor
	March 31, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	5,761		$	12,711
Accounts receivable:
Oil and gas sales	37,781			28,549
Joint interest and other	10,357			3,831
Prepaid expenses and other	3,153			6,555
Inventory of oilfield equipment	1,308			1,019
Derivative assets	126			488
Total current assets	58,486			53,153
Property and equipment (successful efforts method):
Proved properties	495,141			555,341
Less: accumulated depreciation, depletion and amortization	(21,401		)	(17,032		)
Total proved properties, net	473,740			538,309
Unproved properties	181,193			183,843
Wells in progress	68,735			47,224
Oil and gas properties held for sale, net of accumulated depreciation, depletion and amortization of $2,583 in 2018 (note 4)	82,504			—
Other property and equipment, net of accumulated depreciation of $2,482 in 2018 and $2,224 in 2017	4,551			4,706
Total property and equipment, net	810,723			774,082
Long-term derivative assets	56			6
Other noncurrent assets	3,142			3,130
Total assets	$	872,407		$	830,371
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses (note 5)	$	69,148		$	62,129
Oil and gas revenue distribution payable	18,481			15,667
Derivative liability	15,427			11,423
Total current liabilities	103,056			89,219
Long-term liabilities:
Credit facility	15,000			—
Ad valorem taxes	15,435			11,584
Long-term derivative liability	3,086			2,972
Asset retirement obligations for oil and gas properties	26,939			38,262
Asset retirement obligations for oil and gas properties held for sale (note 4)	5,679			—
Total liabilities	169,195			142,037
Commitments and contingencies (note 7)
Stockholders’ equity:
Preferred stock, $.01 par value, 25,000,000 shares authorized, none outstanding	—			—
Common stock, $.01 par value, 225,000,000 shares authorized, 20,453,619 and 20,453,549 issued and outstanding in 2018 and 2017, respectively	4,286			4,286
Additional paid-in capital	690,076			689,068
Retained earnings (deficit)	8,850			(5,020		)
Total stockholders’ equity	703,212			688,334
Total liabilities and stockholders’ equity	$	872,407		$	830,371

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

BONANZA CREEK ENERGY, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands, except per share amounts)

	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Operating net revenues:
Oil and gas sales	$	64,193		$	52,559
Operating expenses:
Lease operating expense	10,459			9,925
Gas plant and midstream operating expense	3,613			2,705
Gathering, transportation and processing	2,338			—
Severance and ad valorem taxes	5,233			4,319
Exploration	29			3,407
Depreciation, depletion and amortization	7,508			21,212
Abandonment and impairment of unproved properties	2,502			—
Unused commitments	21			993
General and administrative (including $1,008 and $1,725, respectively, of stock-based compensation)	9,533			12,094
Total operating expenses	41,236			54,655
Income (loss) from operations	22,957			(2,096		)
Other income (expense):
Derivative loss	(8,742		)	—
Interest expense	(357		)	(4,568		)
Reorganization items, net (note 2)	—			(89,003		)
Other income	12			1,391
Total other expense	(9,087		)	(92,180		)
Income (loss) from operations before taxes	13,870			(94,276		)
Income tax benefit (expense)	—			—
Net income (loss)	$	13,870		$	(94,276	)
Comprehensive income (loss)	$	13,870		$	(94,276	)
Basic net income (loss) per common share	$	0.68		$	(1.91	)
Diluted net income (loss) per common share	$	0.68		$	(1.91	)
Basic weighted-average common shares outstanding	20,454			49,452
Diluted weighted-average common shares outstanding	20,470			49,452

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

BONANZA CREEK ENERGY, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(in thousands, except share amounts)

					Additional		Retained
	Common Stock				Paid-In		Earnings
	Shares		Amount		Capital		(Deficit)			Total
Balances, December 31, 2017	20,453,549		$	4,286	$	689,068	$	(5,020	)	$	688,334
Restricted common stock issued	107			—		—		—			—
Restricted stock used for tax withholdings	(37	)		—		—		—			—
Stock-based compensation	—			—		1,008		—			1,008
Net Income	—			—		—		13,870			13,870
Balances, March 31, 2018	20,453,619		$	4,286	$	690,076	$	8,850		$	703,212

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

BONANZA CREEK ENERGY, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Cash flows from operating activities:
Net income (loss)	$	13,870		$	(94,276	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	7,508			21,212
Non-cash reorganization items	—			57,341
Abandonment and impairment of unproved properties	2,502			—
Well abandonment costs and dry hole expense	—			2,701
Stock-based compensation	1,008			1,725
Derivative loss	8,742			—
Derivative cash settlements	(4,312		)	—
Other	172			383
Changes in current assets and liabilities:
Accounts receivable	(15,758		)	(3,814		)
Prepaid expenses and other assets	3,402			(536		)
Accounts payable and accrued liabilities	(566		)	31,092
Settlement of asset retirement obligations	(665		)	(176		)
Net cash provided by operating activities	15,903			15,652
Cash flows from investing activities:
Acquisition of oil and gas properties	(98		)	(439		)
Exploration and development of oil and gas properties	(37,664		)	(3,425		)
Proceeds from sale of oil and gas properties	20			—
Additions to property and equipment - non oil and gas	(103		)	(201		)
Net cash used in investing activities	(37,845		)	(4,065		)
Cash flows from financing activities:
Proceeds from credit facility	15,000			—
Payment of employee tax withholdings in exchange for the return of common stock	—			(335		)
Net cash provided by (used in) financing activities	15,000			(335		)
Net change in cash, cash equivalents and restricted cash	(6,942		)	11,252
Cash, cash equivalents and restricted cash:
Beginning of period	12,782			80,747
End of period	$	5,840		$	91,999
Supplemental cash flow disclosure:
Cash paid for interest	$	262		$	3,484
Changes in working capital related to drilling expenditures	$	14,250		$	4,404

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

BONANZA CREEK ENERGY, INC. AND SUBSIDIARIES

NOTES TOTHE CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - ORGANIZATION AND BUSINESS

Bonanza Creek Energy, Inc. (“BCEI” or, together with our consolidated subsidiaries, the “Company”) is engaged primarily in acquiring, developing, exploiting and producing oil and gas properties. The Company's assets and operations are concentrated primarily in the Wattenberg Field in Colorado and in the Dorcheat Macedonia Field in southern Arkansas.

NOTE 2 - BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments as necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. As described below, however, prior financial statements are not comparable to our interim financial statements due to the adoption of fresh-start accounting.

The financial information as of December 31, 2017, has been derived from the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”), but does not include all disclosures, including notes required by GAAP. As such, this quarterly report should be read in conjunction with the consolidated financial statements and related notes included in our 2017 Form 10-K. The Company follows the same accounting principles for preparing quarterly and annual reports.

On January 4, 2017, the Company and certain of its subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to pursue the Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as proposed, the “Plan”). The Bankruptcy Court granted the Debtors' motion seeking to administer all of the Debtors' Chapter 11 Cases jointly under the caption In re Bonanza Creek Energy, Inc., et al (Case No. 17-10015). The Debtors received bankruptcy court confirmation of their Plan on April 7, 2017, and emerged from bankruptcy on April 28, 2017 (the “Effective Date”).

Upon emergence from bankruptcy, the Company adopted fresh-start accounting and became a new entity for financial reporting purposes. As a result of the application of fresh-start accounting and the effects of the implementation of the Plan, the Company’s condensed consolidated financial statements after April 28, 2017 are not comparable with the financial statements on or prior to April 28, 2017. The Company's condensed consolidated financial statements and related footnotes are presented with a black line division which delineates the lack of comparability between amounts presented after April 28, 2017 and dates prior thereto.

Subsequent to January 4, 2017 and through the date of emergence, all expenses, gains and losses directly associated with the reorganization are reported as reorganization items, net totaling $89.0 million in the accompanying condensed consolidated statements of operations and comprehensive income (loss) (“accompanying statements of operations”) for the three months ended March 31, 2017. The $89.0 million consists of a $51.2 million make-whole payment on the Senior Notes, $31.7 million in legal and professional fees and the write-off of $6.1 million of debt issuance and premium costs on the Senior Notes.

References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to April 28, 2017. References to “Predecessor” or “Predecessor Company” relate to the financial position and results of operations of the Company on or prior to April 28, 2017.

Principles of Consolidation

The balance sheets include the accounts of the Company and its wholly owned subsidiaries, Bonanza Creek Energy Operating Company, LLC, Bonanza Creek Energy Resources, LLC, Bonanza Creek Energy Upstream LLC, Bonanza Creek Energy Midstream, LLC, Holmes Eastern Company, LLC and Rocky Mountain Infrastructure, LLC. All significant intercompany accounts and transactions have been eliminated.

7

Use of Estimates

The preparation of the Company's condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves, assets and liabilities, and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Accounting Pronouncements Adopted in the Current Period

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) for the recognition of revenue from contracts with customers. Several additional related updates have been issued since that point. In summary, revenue recognition would occur upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The guidance also requires enhanced financial statement disclosures over revenue recognition and provisions regarding future revenues and expenses under a gross-versus-net presentation.

The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We adopted the new standard on January 1, 2018 and its adoption did not have a significant impact on our financial statements. Please refer to Note 3 - Revenue Recognition for additional discussion.

In January 2016, the FASB issued Update No. 2016-01 - Financial Instruments - Overall to require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This authoritative guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We adopted the new standard on January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

In August 2016, the FASB issued Update No. 2016-15 - Classification of Certain Cash Receipts and Cash Payments, which clarifies the presentation of specific cash receipts and cash payments within the statement of cash flows. This authoritative accounting guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We adopted the new standard on January 1, 2018 and its adoption did not have a material impact on our statements of cash flows and related disclosures.

In November 2016, the FASB issued Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This update clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows by including them with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. This guidance is to be applied using a retrospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We adopted the new standard on January 1, 2018 and the prior period has been adjusted to conform to the current period presentation, which resulted in an increase in cash used in investing activities of $0.1 million for the three months ended March 31, 2017.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sums to the total of such amounts shown in the accompanying condensed consolidated statements of cash flows (in thousands):

	As of March 31, 2018		As of December 31, 2017
Cash and cash equivalents	$	5,761	$	12,711
Restricted cash included in other noncurrent assets	79		71
Total cash, cash equivalents and restricted cash as shown in the statements of cash flows	$	5,840	$	12,782

Restricted cash consists of funds for road maintenance and repairs.

In January 2017, the FASB issued Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is to be applied using a prospective method and is effective for annual periods, and interim periods within those annual periods,

8

beginning after December 15, 2017. Early adoption is permitted. We adopted this new standard on January 1, 2018 and will apply it to any future acquisitions or disposals of assets or business.

In February 2017, the FASB issued Update No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This update is meant to clarify existing guidance and to add guidance for partial sales of nonfinancial assets. This guidance is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance and is effective at the same time as Update 2014-09, Revenue from Contracts with Customers (Topic 606). We adopted this new standard on January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

In May 2017, the FASB issued Update No. 2017-09 (ASU 2017-09) Compensation - Stock Compensation (Topic 718). The purpose of this update is to provide clarity as to which modifications of awards require modification accounting under Topic 718, whereas previously issued guidance frequently resulted in varying interpretations and a diversity of practice. An entity should employ modification accounting unless the following are met: (1) the fair value of the award is the same immediately before and after the award is modified; (2) the vesting conditions are the same under both the modified award and the original award; and (3) the classification of the modified award is the same as the original award, either equity or liability. Regardless of whether modification accounting is utilized, award disclosure requirements under Topic 718 remain unchanged. This guidance will be effective for annual or any interim periods beginning after December 15, 2017. We adopted the new standard on the effective date of January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

Recently Issued Accounting Standards

In February 2016, the FASB issued Update No. 2016-02 – Leases to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This authoritative guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has begun the identification process of all leases and is evaluating the provisions of this guidance and assessing its impact.

There are no other accounting standards applicable to the Company that would have a material effect on the Company's financial statements and disclosures that have been issued but not yet adopted by the Company as of March 31, 2018, and through the filing date of this report.

NOTE 3 - REVENUE RECOGNITION

On January 1, 2018, the Company adopted ASC 606, using the modified retrospective approach. Results for reporting periods beginning January 1, 2018, are presented in accordance with ASC 606, while prior period amounts are reported in accordance with ASC 605 - Revenue Recognition.

The impact of adoption on our current period results is as follows (in thousands):

	Three Months Ended March 31, 2018
	As Unadjusted(1)		ASC 606 Adjustments		As Reported
Operating Revenues:
Oil sales	$	51,963	$	—	$	51,963
Natural gas sales		5,119		1,102		6,221
NGLs sales		4,773		1,236		6,009
Oil and gas sales		61,855		2,338		64,193
Operating expenses:
Gathering, transportation and processing		—		2,338		2,338
Total operating expenses		38,898		—		41,236
Net income	$	13,870	$	—	$	13,870

____________________

(1) This column excludes the impact of ASC 606 and is consistent with the presentation prior to January 1, 2018.

9

Revenue from Contracts with Customers

Sales of oil, natural gas and natural gas liquids (“NGLs”) are recognized when performance obligations are satisfied at the point control of the product is transferred to the customer. Virtually all of our contracts’ pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil or natural gas, and prevailing supply and demand conditions. As a result, the price of the oil, natural gas, and NGLs fluctuates to remain competitive with other available oil, natural gas, and NGLs supplies.

Performance Obligations

Oil sales

Under our oil sales contracts we sell oil production at the wellhead, or other contractually agreed-upon delivery point, and collect an agreed-upon index price, net of pricing differentials. In this scenario, we recognize revenue when control transfers to the purchaser at the wellhead, or other contractually agreed-upon delivery point, at the net contracted price received.

Natural gas and NGLs Sales

Under our natural gas processing contracts, we deliver natural gas to an agreed upon delivery point. The delivery points are specified within each contract and the transfer of control varies between the inlet and outlet of the midstream processing facility. The midstream processing entity gathers and processes the natural gas and remits proceeds to the Company for the resulting sales of NGLs and residue gas. For the contracts where we maintain control through the outlet of the midstream processing facility, we recognize revenue on a gross basis, with gathering, transportation and processing fees presented as an expense in our consolidated statements of operations. Alternatively, for those contracts where the Company relinquishes control at the inlet of the midstream processing facility, the Company recognizes natural gas and NGLs revenues based on the contracted amount of the proceeds received from the midstream processing entity and, as a result, we recognize revenue on a net basis.

Working interest partners

The Company and its working interest partners have entered into joint operating agreements which govern the marketing and selling of the working interest partner's share of oil, natural gas and NGLs interests. When selling oil, natural gas and NGLs on behalf of working interest owners, the Company is acting as an agent and thus reports the revenue on a net basis.

Transaction price

As noted above, the transaction price is generally tied to a market index, net of adjustments or price differentials, with the variable consideration being the estimation process and related accruals; however, any identified differences between our revenue estimates and actual revenue received historically have not been significant.

As further described in Note 7 - Commitments and Contingencies, one contract with NGL Crude Logistics, LLP (“NGL”, known as the “NGL agreement”) has an additional aspect of variable consideration related to the minimum volume commitments (“MVCs”) as specified in the agreement. On an on-going basis, the Company performs an analysis of expected risk adjusted production applicable to the NGL agreement based on approved production plans to determine if liquidated damages to NGL are probable. As of March 31, 2018, the Company believes that the volumes delivered to NGL will be in excess of the MVCs required then and for the upcoming approved production plan. As a result of this analysis, to date, no variable consideration related to potential liquidated damages has been considered in the transaction price for the NGL agreement.

Transaction price allocated to remaining performance obligations

Under our sales contracts, each unit of product represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and the transaction price for remaining performance obligations is determined in accordance with the above section during the period in which the performance obligation is satisfied. For our product sales that have a contract term of one year or less, we applied the practical expedient under the guidance, which states that a Company is not required to disclose the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

10

Contract balances

Under our product sales contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our product sales contracts do not give rise to contract assets or liabilities under this guidance. At March 31, 2018 and December 31, 2017, our receivables from contracts with customers were $37.8 million and $28.5 million, respectively.

Prior-period performance obligations

We record revenue in the month production is delivered to the purchaser. However, settlement statements for certain natural gas and NGLs sales may not be received for 30 to 60 days after the date production is delivered, and as a result, we are required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. We record the differences between our estimates and the actual amounts received for product sales in the month in which payment is received from the purchaser. We have existing internal controls for our revenue estimation process and related accruals, and any identified differences between our revenue estimates and actual revenue received historically have not been significant. For the period from January 1, 2018 through March 31, 2018, revenue recognized in the reporting period related to performance obligations satisfied in prior reporting periods was not material.

NOTE 4 - ASSETS HELD FOR SALE

During the first quarter of 2018, the Company established a plan to sell all of the Company's assets within its Mid-Continent region and North Park Basin, at which point they were deemed held for sale.

The Company sold its North Park Basin on March 9, 2018 for minimal net proceeds and full release of all current and future obligations resulting in a minimal net loss. As of December 31, 2017, the assets within the Company's North Park Basin represented $5.4 million, net of accumulated depreciation, depletion and amortization and a corresponding asset retirement obligation liability of approximately $5.4 million.

As of March 31, 2018, the Company had $82.5 million of oil and gas properties held for sale, net of $2.6 million accumulated depreciation, depletion and amortization as presented in the accompanying condensed consolidated balance sheets (“accompanying balance sheets”). These properties consist of all assets within the Company's Mid-Continent region. There is a corresponding asset retirement obligation liability of approximately $5.7 million in the asset retirement obligations for oil and gas properties held for sale in the accompanying balance sheets. There were no other assets or liabilities associated with the assets held for sale.

NOTE5- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses contain the following (in thousands):

	As of March 31, 2018		As of December 31, 2017
Drilling and completion costs	$	36,083	$	21,833
Accounts payable trade	5,240		6,256
Accrued general and administrative cost	2,922		10,025
Lease operating expense	3,927		5,005
Accrued interest	345		250
Accrued oil and gas hedging	1,561		808
Production and ad valorem taxes and other	19,070		17,952
Total accounts payable and accrued expenses	$	69,148	$	62,129

NOTE 6- LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	As of March 31, 2018		As of December 31, 2017
Credit facility	$	15,000	$	—
Total long-term debt	$	15,000	$	—

11

Credit Facility

Upon emergence from bankruptcy, the Company entered into a new revolving credit facility, as the borrower, with KeyBank National Association, as the administrative agent, and certain lenders party thereto (the “credit facility”). The borrowing base of $191.7 million is redetermined semiannually, as early as April and October of each year, with the first redetermination set to occur in May 2018. The revolving credit facility matures on March 31, 2021.

The credit facility restricts, among other items, certain dividend payments, additional indebtedness, purchase of margin stock, asset sales, loans, investments and mergers. The credit facility also contains certain financial covenants, which require the maintenance of certain financial and leverage ratios, as defined by the credit facility. The credit facility states that the Company's leverage ratio of indebtedness to earnings before interest, income taxes, depreciation, depletion, and amortization, exploration expense and other non-cash charges (“EBITDAX”) is not to exceed 3.50 to 1.00. The Company must maintain a minimum current ratio of 1.00 to 1.00 and a minimum interest coverage ratio of trailing twelve-month EBITDAX to trailing twelve-month interest expense of 2.50 to 1.00 as of the end of the respective fiscal quarter. As of March 31, 2018, and through the filing date of this report, the Company was in compliance with all financial and non-financial covenants of the credit facility.

 The credit facility provides for interest rates plus an applicable margin to be determined based on London Interbank Offered Rate (“LIBOR”) or a base rate, at the Company’s election. LIBOR borrowings bear interest at LIBOR, plus a margin of 3.00% to 4.00% depending on the utilization level, and the base rate borrowings bear interest at the “Reference Rate,” as defined in the credit facility, plus a margin of 2.00% to 3.00% depending on the utilization level.

NOTE7- COMMITMENTS AND CONTINGENCIES

Legal Proceedings 

From time to time, the Company is involved in various commercial and regulatory claims, litigation and other legal proceedings that arise in the ordinary course of its business. The Company assesses these claims in an effort to determine the degree of probability and range of possible loss for potential accrual in its condensed consolidated financial statements. In accordance with accounting authoritative guidance, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the most likely anticipated outcome or the minimum amount within a range of possible outcomes. Because legal proceedings are inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about uncertain future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. No claims have been made, nor is the Company aware of any material uninsured liability which the Company may have, as it relates to any environmental cleanup, restoration or the violation of any rules or regulations. As of the filing date of this report, there were no material pending or overtly threatened legal actions against the Company of which it is aware.

As previously described in our 2017 Form 10-K, the Company and the Colorado Department of Public Health and Environment (“CDPHE”) agreed to a Compliance Order on Consent (the “COC”) resolving the matters addressed by a compliance advisory issued to the Company for certain storage tank facilities located in the Wattenberg Field with respect to applicable air quality regulations. Pursuant to the terms of the COC, the Company paid an administrative penalty of $0.2 million in 2017. The Company must also adopt procedures and processes to address the monitoring, reporting, and control of air emissions. The COC further sets forth compliance requirements and criteria for continued operations and contains provisions regarding record-keeping, modifications to the COC, circumstances under which the COC may terminate with respect to certain wells and facilities, and the sale or transfer of operational or ownership interests covered by the COC. In order to be in compliance, the Company incurred $0.7 million in 2017, and currently anticipates spending $3.5 million in 2018, and $3.1 million for 2019 through 2022. The COC can be terminated after four years with a showing of substantial compliance and CDPHE approval.

Commitments

The purchase agreement to deliver fixed determinable quantities of crude oil to NGL became effective on April 28, 2017. The terms of the NGL agreement includes defined volume commitments over an initial seven-year term. Under the terms of the NGL agreement, the Company will be required to make periodic deficiency payments for any shortfalls in delivering minimum volume commitments, which are set in six-month periods beginning in January 2018. There were no minimum volume commitments for the year ending December 31, 2017. During 2018, the average minimum volume commitment will be approximately 10,100 barrels per day, and the minimum volume commitment increases by approximately 41% from 2018 to

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2019 and approximately 3% each year thereafter for the remainder of the contract, to a maximum of approximately 16,000 barrels per day. The aggregate financial commitment fee over the remaining term, based on the minimum volume commitment schedule (as defined in the agreement) and the applicable differential fee, is $151.0 million as of March 31, 2018. Upon notifying NGL at least twelve months prior to the expiration date of the NGL agreement, the Company may elect to extend the term of the NGL agreement for up to three additional years.

On April 29, 2017, the Company entered into a new office lease agreement to rent office facilities. The lease is non-cancelable and expires in February 2022.

The annual minimum commitment payments under the NGL agreement and the office lease for the next five years as of March 31, 2018 are presented below (in thousands):

	NGL Commitments(1)			Office Lease Commitments		Total
2018	$	12,172	$	751	$	12,923
2019		22,176		1,224		23,400
2020		27,949		1,335		29,284
2021		28,791		1,423		30,214
2022		29,485		240		29,725
2023 and thereafter		30,448		—		30,448
Total	$	151,021	$	4,973	$	155,994

_______________________________

(1) The above calculation is based on the minimum volume commitment schedule (as defined in the NGL agreement) and applicable differential fees.

There have been no other material changes from the commitments disclosed in the notes to the Company’s consolidated financial statements included in our 2017 Form 10-K.

NOTE 8 - STOCK-BASED COMPENSATION

2017 Long Term Incentive Plan

Upon emergence from bankruptcy, the Company adopted a new Long Term Incentive Plan (the “2017 LTIP”) and issued new grants to employees consisting of options with a ten-year term and strike price of $34.36 and restricted stock units (“RSUs”). These awards vest over a three-year period in equal installments on each anniversary of the grant date. See below for further discussion of awards under the 2017 LTIP.

Restricted Stock Units

The 2017 LTIP allows for the issuance of RSUs to members of the Board of Directors and employees of the Company at the discretion of the Board of Directors. Each RSU represents one share of the Company's common stock to be released from restriction upon completion of the vesting period. The awards typically vest in one-third increments over three years. The RSUs are valued at the grant date share price and are recognized as general and administrative expense over the vesting period of the award.

There were no RSUs granted during the three months ended March 31, 2018. Total expense recorded for RSUs, inclusive of grants to the members of the Board of Directors, for the three months ended March 31, 2018 was $0.7 million. As of March 31, 2018, unrecognized compensation cost was $6.3 million and will be amortized through 2020.

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A summary of the status and activity of non-vested restricted stock units for the three months ended March 31, 2018 is presented below:

	Restricted Stock Units		Weighted- Average Grant-Date Fair Value
Non-vested at beginning of year	261,165		$	34.93
Granted	—		$	—
Vested	(107	)	$	34.36
Forfeited	(2,138	)	$	34.36
Non-vested at end of quarter	258,920		$	34.93

Stock Options

The 2017 LTIP allows the issuance of stock options to the Company's employees at the sole discretion of the Board of Directors. Options expire ten years from the grant date unless otherwise determined by the Board of Directors. Compensation expense on the stock options are recognized as general and administrative expense over the vesting period of the award.

There were no stock options granted during the three months ended March 31, 2018. Total expense recorded for stock options for the three months ended March 31, 2018 was $0.3 million. As of March 31, 2018, unrecognized compensation cost was $2.4 million and will be amortized through 2020.

A summary of the status and activity of non-vested stock options for the three months ended March 31, 2018 is presented below:

	Stock Options		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at beginning of year	197,271		$	34.36	9.3	$	—
Granted	—		—		—	$	—
Exercised	—		—		—	—
Forfeited	(2,138	)	34.36		9.3	$	—
Outstanding at end of quarter	195,133		$	34.36	8.6	$	—

A summary of additional information related to options outstanding and exercisable as of March 31, 2018 is presented below:

Exercise Price	Number of Options Outstanding and Exercisable	Weighted-Average Remaining Contractual Life (in days)
$34.36	107	69

NOTE9- FAIR VALUE MEASUREMENTS

The Company follows fair value measurement authoritative guidance, which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The authoritative accounting guidance defines fair value 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. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1: Quoted prices are available in active markets for identical assets or liabilities

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Level 2: Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable

Level 3: Significant inputs to the valuation model are unobservable

Financial and non-financial assets and liabilities are to be classified 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 the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following tables present the Company's financial and non-financial assets and liabilities that were accounted for at fair value as of March 31, 2018 and December 31, 2017 and their classification within the fair value hierarchy (in thousands):

	As of March 31, 2018
	Level 1		Level 2		Level 3
Derivative assets(1)	$	—	$	182	$	—
Derivative liabilities(1)	$	—	$	18,513	$	—
Unproved properties(2)	$	—	$	—	$	181,193

	As of December 31, 2017
	Level 1		Level 2		Level 3
Derivative assets(1)	$	—	$	494	$	—
Derivative liabilities(1)	$	—	$	14,395	$	—
Asset retirement obligations(3)	$	—	$	—	$	8,481

____________________________

(1) This represents a financial asset or liability that is measured at fair value on a recurring basis

(2) Represents non-financial assets that are measured at fair value on a nonrecurring basis. Please refer to the Unproved Oil and Gas Properties sections below for additional discussion.

(3) Represents the revision to estimates of the asset retirement obligation, which is a non-financial liability that is measured at fair value on a nonrecurring basis. Please refer to the Asset Retirement Obligation section below for additional discussion.

Unproved Oil and Gas Properties

Unproved 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 fully recoverable. To measure the fair value of unproved properties, the Company uses Level 3 inputs and the income valuation technique, which takes into account the following significant assumptions: future development plans, risk weighted potential resource recovery, remaining lease life and estimated reserve values. The Company impaired non-core acreage in the Wattenberg Field due to leases expiring, which had a carrying value of $183.7 million to their fair value of $181.2 million, and recognized an impairment of unproved properties for the three months ended March 31, 2018 of $2.5 million.

Asset Retirement Obligation

The Company utilizes the income valuation technique to determine the fair value of the asset retirement obligation liability at the point of inception by applying a credit-adjusted risk-free rate, which takes into account the Company’s credit risk, the time value of money, and the current economic state, to the undiscounted expected abandonment cash flows. Upon completion of wells and natural gas plants, the Company records an asset retirement obligation at fair value using Level 3 assumptions. Given the unobservable nature of the inputs, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. There were no asset retirement obligations measured at fair value as of March 31, 2018. The Company had $8.5 million of asset retirement obligations recorded at fair value as of December 31, 2017.

Long-term Debt

The Company's credit facility approximates fair value as the applicable interest rates are floating. The outstanding balance under the credit facility as of March 31, 2018 was $15.0 million.

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NOTE10- ASSET RETIREMENT OBLIGATIONS

The Company recognizes an estimated liability for future costs to abandon its oil and gas properties. The fair value of the asset retirement obligation is recorded as a liability when incurred, which is typically at the time the asset is acquired or placed in service. There is a corresponding increase to the carrying value of the asset which is included in the proved properties line item in the accompanying balance sheets. The Company depletes the amount added to proved properties and recognizes expense in connection with accretion of the discounted liability over the remaining estimated economic lives of the properties.

The Company’s estimated asset retirement obligation liability is based on historical experience in abandoning wells, estimated economic lives, estimated costs to abandon the wells and regulatory requirements. The liability is discounted using the credit-adjusted risk-free rate estimated at the time the liability is incurred, which ranges from 5% to 7%.     

A roll-forward of the Company's asset retirement obligation is as follows (in thousands):

Beginning balance as of December 31, 2017	$	38,262
Liabilities settled		(665	)
Additions		44
Accretion expense		454
Sold properties		(5,477	)
Ending balance as of March 31, 2018(1)	$	32,618

____________________________

(1) Includes $5.7 million of asset retirement obligations associated with assets held for sale.

NOTE 11 - DERIVATIVES

The Company enters into commodity derivative contracts to mitigate a portion of its exposure to potentially adverse market changes in commodity prices and the associated impact on cash flows. All contracts are entered into for other-than-trading purposes. The Company’s derivatives include swaps and collar arrangements for oil and natural gas, and none of the derivative instruments qualify as having hedging relationships.

In a typical commodity swap agreement, if the agreed upon published third-party index price is lower than the swap fixed price, the Company receives the difference between the index price and the agreed upon swap fixed price. If the index price is higher than the swap fixed price, the Company pays the difference.

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As of March 31, 2018, the Company had entered into the following commodity derivative contracts:

	Crude Oil (NYMEX WTI)		Natural Gas (NYMEX Henry Hub)
	Bbls/day	Weighted Avg. Price per Bbl	MMBtu/day	Weighted Avg. Price per MMBtu
Q218
Cashless Collar	2,000	$42.00/$52.50	5,600	$2.75/$3.43
Swap	3,500	$54.26	—	—
Q318
Cashless Collar	2,000	$43.00/$53.50	5,600	$2.75/$3.43
Swap	4,000	$56.65	—	—
Q418
Cashless Collar	2,000	$43.00/$53.50	5,600	$2.75/$3.43
Swap	4,000	$56.90	—	—
Q119
Cashless Collar	2,000	$43.00/$54.53	7,600	$2.75/$3.22
Swap	2,000	$56.32	—	—
Q219
Cashless Collar	1,330	$44.01/$54.79	2,505	$2.75/$3.22
Swap	2,500	$56.98	—	—
Q319
Swap	2,000	52.50	—	—
Q419
Swap	2,000	52.50	—	—

As of the filing date of this report, the Company had entered into the following commodity derivative contracts:

	Crude Oil (NYMEX WTI)		Natural Gas (NYMEX Henry Hub)
	Bbls/day	Weighted Avg. Price per Bbl	MMBtu/day	Weighted Avg. Price per MMBtu
Q218
Cashless Collar	2,000	$42.00/$52.50	6,259	$2.75/$3.38
Swap	3,835	$55.03	—	—
Q318
Cashless Collar	2,000	$43.00/$53.50	7,600	$2.75/$3.31
Swap	5,000	$57.87	—	—
Q418
Cashless Collar	2,000	$43.00/$53.50	6,600	$2.75/$3.37
Swap	5,000	$58.07	—	—
Q119
Cashless Collar	2,000	$43.00/$54.53	7,600	$2.75/$3.22
Swap	4,000	$58.16	—	—
Q219
Cashless Collar	1,330	$44.01/$54.79	2,505	$2.75/$3.22
Swap	4,500	$58.32	—	—
Q319
Swap	3,000	55.00	—	—
Q419
Swap	3,000	55.00	—	—

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Derivative Assets Fair Value

The Company’s commodity derivatives are measured at fair value and are included in the accompanying balance sheets as derivative assets and liabilities.

The following table contains a summary of all the Company’s derivative positions reported on the accompanying balance sheets as of March 31, 2018 and December 31, 2017 (in thousands):

		As of March 31, 2018			As of December 31, 2017
	Balance Sheet Location	Fair Value			Fair Value
Derivative Assets:
Commodity contracts	Current assets	$	126		$	488
Commodity contracts	Noncurrent assets	56			6
Derivative Liabilities:
Commodity contracts	Current liabilities	(15,427		)	(11,423		)
Commodity contracts	Long-term liabilities	(3,086		)	(2,972		)
Total derivative liabilities, net		$	(18,331	)	$	(13,901	)

The following tables summarizes the components of the derivative loss presented on the accompanying statements of operations for the periods below (in thousands):

	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Derivative cash settlement gain (loss):
Oil contracts	$	(4,506	)	$	—
Gas contracts	194			—
Total derivative cash settlement loss(1)	$	(4,312	)	$	—
Change in fair value loss	(4,430		)	$	—
Total derivative loss(1)	$	(8,742	)	$	—

_______________________________

(1) Total derivative loss and total derivative cash settlement loss for the three months ended March 31, 2018 are reported in the derivative loss line item and derivative cash settlements line item in the accompanying condensed consolidated statements of cash flows, within cash flows from operating activities. 

NOTE 12 -EARNINGS PER SHARE

The Company issued restricted stock units, which represent the right to receive, upon vesting, one share of the Company's common stock. The Company issued stock options and warrants, which both represent the right to purchase the Company's common stock at a specified price. The number of potentially dilutive shares related to the stock options is based on the number of shares, if any, that would be exercised at the end of the respective reporting period, assuming that date was the end of such stock options' term. The number of potentially dilutive shares related to the warrants is based on the number of shares, if any, that would be exercisable at the end of the respective reporting period.

Please refer to Note8 -Stock-Based Compensation for additional discussion.

The RSUs, stock options and warrants of the Company are all non-participating securities, and therefore, the Company used the treasury stock method to calculate earnings per share as shown in the following table (in thousands, except per share amounts):

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	Successor
	Three Months Ended March 31, 2018
Net income	$	13,870
Basic net income per common share	$	0.68
Diluted net income per common share	$	0.68
Weighted-average shares outstanding - basic	20,454
Add: dilutive effect of contingent stock awards	16
Weighted-average shares outstanding - diluted	20,470

There were 259,924 dilutive shares that were anti-dilutive for the three months ended March 31, 2018.

The Predecessor Company issued shares of restricted stock, which entitled the holders to receive non-forfeitable dividends, if and when the Predecessor Company was to declare a dividend, before vesting, thus making the awards participating securities. The awards are included in the calculation of earnings per share under the two-class method. The two-class method allocates earnings for the period between common shareholders and unvested participating shareholders and allocates losses to common shareholders only.

The Predecessor Company issued performance stock units (“PSUs”), which represented the right to receive, upon settlement of the PSUs, a number of shares of the Predecessor Company’s common stock that range from zero to two times the number of PSUs granted on the award date. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, that would be issuable at the end of the respective reporting period, assuming that date was the end of the measurement period applicable to such PSUs.

The Predecessor Company issued restricted stock, which are participating securities, and PSUs, and therefore, the Company used the two-class method to calculate earnings per share as shown in the following table (in thousands, except per share amounts):

	Predecessor
	Three Months Ended March 31, 2017
Net loss	$	(94,276	)
Less: undistributed loss to unvested restricted stock	—
Undistributed loss to common shareholders	(94,276		)
Basic net loss per common share	$	(1.91	)
Diluted net loss per common share	$	(1.91	)
Weighted-average shares outstanding - basic	49,452
Add: dilutive effect of contingent PSUs	—
Weighted-average shares outstanding - diluted	49,452

The Company was in a net loss position for the three months ended March 31, 2017, which made any potentially dilutive shares anti-dilutive. There were 278,414 dilutive shares that were anti-dilutive for the three months ended March 31, 2017. The participating shareholders are not contractually obligated to share in the losses of the Company, and therefore, the entire net loss is allocated to the outstanding common shareholders.

NOTE 13 - INCOME TAXES

On December 22, 2017, the U.S. Congress enacted the Tax Cuts and Jobs Act, which made significant changes to U.S. federal income tax law, including a reduction in the federal corporate tax rate to 21%, effective January 1, 2018. In accordance with U.S. GAAP, we recognized the effect of the rate change on deferred tax assets and liabilities as of December 31, 2017.

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The Company uses the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the tax rate in effect at that time. There is a full valuation allowance on the Company's net deferred tax asset causing the Company’s current rate to differ from the U.S. statutory income tax rate.

As of March 31, 2018, the Company had no unrecognized tax benefits. The Company’s management does not believe that there are any new items or changes in facts or judgments that would impact the Company's tax position taken thus far in 2018.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2017, as well as the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

Executive Summary

We are a Denver-based exploration and production company focused on the extraction of oil and associated liquids-rich natural gas in the United States. Our oil and liquids-weighted assets are concentrated primarily in the Wattenberg Field in Colorado and the Dorcheat Macedonia Field in southern Arkansas.

Chief Executive Officer Appointment

Effective April 11, 2018, the Company appointed Eric T. Greager as the new President and Chief Executive Officer of the Company. Mr. Greager has over 20 years of experience in the oil and gas industry, including exposure to both the operating and technical aspects of the industry.

Mr. Greager, 47, previously served as a Vice President and General Manager at Encana Oil & Gas (USA) Inc. Mr. Greager joined Encana in 2006, and served in various management and executive positions, including as a member of the boards of directors of Encana Procurement Inc. and Encana Oil & Gas (USA) Inc. Mr. Greager previously served on the board of directors of Western Energy Alliance and the board of managers of Hunter Ridge Energy Services. Mr. Greager received his Master’s Degree in Economics from the University of Oklahoma and his Bachelor’s Degree in Engineering from the Colorado School of Mines.

Bankruptcy Proceedings under Chapter 11

On January 4, 2017, the Company filed for Chapter 11 in the Bankruptcy Court. The Company received bankruptcy court confirmation of its Plan on April 7, 2017, and emerged from bankruptcy on April 28, 2017, the Effective Date.

Upon emergence from bankruptcy, the Company adopted fresh-start accounting and became a new entity for financial reporting purposes. Upon adoption of fresh-start accounting, our assets and liabilities were recorded at their fair values as of the Effective Date, which differed materially from the recorded values of those same assets and liabilities in the Predecessor Company. The lack of comparability between amounts presented after April 28, 2017 and dates prior thereto are presented with a black line division.

Outlook for 2018

The Company has started to accelerate its development program while testing enhanced completion designs on large-scale pads throughout the Company’s acreage position, including delineating its French Lake leasehold. The program contemplates running one rig in the first half of 2018 with a second rig added during the third quarter of 2018. The 2018 program is expected to grow Wattenberg annual production by approximately 20% in 2018 and greater than 50% in 2019, assuming a continuous two rig program. Allocated capital associated with this program is expected to be approximately $280.0 million to $320.0 million, which will support drilling 90 gross wells and turning online 55 gross wells in 2018.

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Results of Operations

Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017    

The following table summarizes our revenues, sales volumes, and average sales prices for the periods indicated:

		Successor		Predecessor
		Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Revenues:
Crude oil sales(1)	$	51,839	$	39,933
Natural gas sales(2)		5,934		6,841
Natural gas liquids sales		6,009		5,785
Product revenue	$	63,782	$	52,559
Sales Volumes:
Crude oil (MBbls)		895.4		821.8
Natural gas (MMcf)		2,135.2		2,508.1
Natural gas liquids (MBbls)		257.6		340.2
Crude oil equivalent (MBoe)(3)		1,508.8		1,580.0
Average Sales Prices (before derivatives)(4):
Crude oil (per Bbl)	$	57.89	$	48.59
Natural gas (per Mcf)	$	2.78	$	2.73
Natural gas liquids (per Bbl)	$	23.33	$	17.01
Crude oil equivalent (per Boe)(3)	$	42.27	$	33.26
Average Sales Prices (after derivatives)(4):
Crude oil (per Bbl)	$	52.86	$	48.59
Natural gas (per Mcf)	$	2.87	$	2.73
Natural gas liquids (per Bbl)	$	23.33	$	17.01
Crude oil equivalent (per Boe)(3)	$	39.42	$	33.26

_____________________________

(1) Crude oil sales excludes $0.1 million of oil transportation revenues from third parties, which do not have associated sales volumes, for both of the three months ended March 31, 2018 and 2017.

(2) Natural gas sales excludes $0.3 million of gas gathering revenues from third parties, which do not have associated sales volumes, for both of the three months ended March 31, 2018 and 2017.

(3) Determined using the ratio of 6 Mcf of natural gas to 1 Bbl of crude oil.

(4) The derivatives economically hedge the price we receive for crude oil and natural gas. For the three months ended March 31, 2018, the derivative cash settlement loss for oil contracts was $4.5 million and the derivative cash settlement gain for natural gas contracts was $0.2 million. Please refer to Note 11 - Derivatives of Part I, Item 1 of this report for additional disclosures.

Operating revenues increased for the three months ended March 31, 2018 by 21%, to $63.8 million, compared to $52.6 million for the comparable period, due to a combination of a 27% increase in oil equivalent pricing, a 9% increase in oil sales volumes, partially offset by a 16% decrease in natural gas and NGLs sales volumes. The decreased volumes are a direct result of the Company suspending drilling and completion activities through the majority of 2016 and the first half of 2017, which caused a steady decline in production. In addition to the overall increase due to operations, there was an increase of $2.3 million related to the adoption of ASC 606, which caused certain revenues to be shown gross compared to a historical net presentation. Please refer to Note 3 - Revenue Recognition of Part I, Item 1 of this report for additional information.

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The following table summarizes our operating expenses for the periods indicated:

		Successor		Predecessor
		Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Expenses:
Lease operating expense	$	10,459	$	9,925
Gas plant and midstream operating expense		3,613		2,705
Gathering, transportation and processing		2,338		—
Severance and ad valorem taxes		5,233		4,319
Exploration		29		3,407
Depreciation, depletion and amortization		7,508		21,212
Abandonment and impairment of unproved properties		2,502		—
Unused commitments		21		993
General and administrative		9,533		12,094
Operating Expenses	$	41,236	$	54,655
Selected Costs ($ per Boe):
Lease operating expense	$	6.93	$	6.28
Gas plant and midstream operating expense		2.39		1.71
Gathering, transportation and processing		1.55		—
Severance and ad valorem taxes		3.47		2.73
Exploration		0.02		2.16
Depreciation, depletion and amortization		4.98		13.43
Abandonment and impairment of unproved properties		1.66		—
Unused commitments		0.01		0.63
General and administrative		6.32		7.65
Operating Expenses	$	27.33	$	34.59

Lease operating expense.  Our lease operating expense increased $0.5 million, or 5%, to $10.5 million for the three months ended March 31, 2018 from $9.9 million for the comparable period in 2017 and increased on an equivalent basis per Boe by 10%. The Company experienced a $0.4 million increase in pumping and gauging charges during the three months ended March 31, 2018 when compared to the same period in 2017.

Gas plant and midstream operating expense.  Our gas plant and midstream operating expense increased $0.9 million, or 34%, to $3.6 million for the three months ended March 31, 2018 from $2.7 million for the comparable period in 2017. Gas plant and midstream operating expense per Boe increased 40% during the comparable periods due to the costs associated with the accelerated schedule of compressor exchanges within our Rocky Mountain region.

Gathering, transportation and processing.  As noted in the operating revenues section above, the increase to gathering, transportation and processing expense during the three months ended March 31, 2018 to $2.3 million is related to the Company's adoption of ASC 606, which caused certain revenues to be shown gross, with the related expenses recorded in this line item. Please refer to Note 3 - Revenue Recognition of Part I, Item 1 of this report for additional information.

Severance and ad valorem taxes.  Our severance and ad valorem taxes increased 21% to $5.2 million for the three months ended March 31, 2018 from $4.3 million for the comparable period in 2017. Severance and ad valorem taxes primarily correlate to revenue. Revenues increased 21% over the comparable period. 

Exploration. We incurred minimal exploration fees during the three months ended March 31, 2018. During the three months ended March 31, 2017, we expensed $0.7 million for seismic data within our Wattenberg Field and wrote-off $2.7 million for abandoned location costs within our Dorcheat Macedonia and Wattenberg Fields.

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Depreciation, depletion and amortization.  Our depreciation, depletion and amortization expense per Boe was $4.98 and $13.43 for the three months ended March 31, 2018 and 2017, respectively. The three months ended March 31, 2018 reflects the $310.6 million fair value downward adjustment to the depletable asset base upon adoption of fresh-start accounting.

Abandonment and impairment of unproved properties.  The Company incurred $2.5 million of impairment charges relating to non-core leases expiring within the Wattenberg Field during the three months ended March 31, 2018. There were no abandonment and impairment of unproved properties during the three months ended March 31, 2017.

Unused commitments. We incurred minimal unused commitment fees during the three months ended March 31, 2018. During the three months ended March 31, 2017 we incurred $1.0 million in unused commitment fees on our water purchase contract in the Wattenberg Field.

General and administrative. Our general and administrative expense decreased by $2.6 million to $9.5 million for the three months ended March 31, 2018 from $12.1 million for the comparable period in 2017. The decrease in general and administrative expense during the three months ended March 31, 2018 when compared to the same period in 2017 is due to a $1.6 million decrease in salaries and benefits and a $0.5 million decrease in bonuses due to workforce reductions.

Derivative loss.  Our derivative loss for the three months ended March 31, 2018 was $8.7 million. We had no derivative contracts during the three months ended March 31, 2017. Our derivative loss is due to settlements and fair market value adjustments caused by market prices being higher than our contracted hedge prices. Please refer to Note 11 - Derivatives of Part I, Item 1 of this report for additional discussion.

Interest expense.  Our interest expense for the three months ended March 31, 2018 and 2017 was $0.4 million and $4.6 million, respectively. The interest expense associated with the revolving credit facilities was $0.1 million and $3.5 million for the three months ended March 31, 2018 and 2017, respectively. The Company incurred $0.3 million in commitment fees on the available borrowing base under the credit facility during the three months ended March 31, 2018. Interest expense and amortization of the debt premium and financing costs on the Senior Notes was $0.7 million and $0.4 million, respectively, for the three months ended March 31, 2017. Average debt outstanding for the three months ended March 31, 2018 and 2017 was $10.3 million and $991.7 million, respectively.

Reorganization items, net. Our reorganization expenses were $89.0 million for the three months ended March 31, 2017. Upon petition for Chapter 11, the Company incurred a $51.2 million make-whole payment on the Senior Notes, incurred $31.7 million in legal and professional fees and wrote-off $6.1 million of debt issuance and premium costs on the Senior Notes.

Liquidity and Capital Resources

The Company's anticipated sources of liquidity include cash from operating activities, borrowings under the credit facility, proceeds from sales of assets and potential proceeds from capital market transactions. Our cash flows from operating activities are subject to significant volatility due to changes in commodity prices for our crude oil, NGLs and natural gas products, as well as variations in our production. The prices for these commodities are driven by a number of factors beyond our control, including global and regional product supply and demand, weather, product distribution, refining and processing capacity and other supply chain dynamics, among other factors. To mitigate some of the pricing risk, we have 37% and 43% of our 2018 guided production hedged as of March 31, 2018 and as of the filing date of this report, respectively.

As of March 31, 2018, our liquidity was $182.5 million, consisting of cash on hand of $5.8 million and $176.7 million of available borrowing capacity on the credit facility. Please refer to Note 6 - Long-term Debt in Part I, Item 1 above for additional discussion.

We anticipate investing approximately $280.0 million to $320.0 million, which will support drilling 90 gross wells and turning online 55 gross wells in 2018.

Our weighted-average interest rates on borrowings from the credit facility was 4.77% for the three months ended March 31, 2018.

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The following table summarizes our cash flows and other financial measures for the periods indicated (in thousands):

	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Net cash provided by operating activities	$	15,903		$	15,652
Net cash used in investing activities	(37,845		)	(4,065		)
Net cash provided by (used in) financing activities	15,000			(335		)
Cash, cash equivalents and restricted cash	5,840			$	91,999
Acquisition of oil and gas properties	98			439
Exploration and development of oil and gas properties	37,664			3,425

Cash flows provided by operating activities

The three months ended March 31, 2018 included cash receipts and disbursements attributable to our normal operating cycle.The three months ended March 31, 2017 contained reorganization costs along with our normal operating receipts and disbursements. See Results of Operations above for more information on the factors driving these changes.

Cash flows used in investing activities

Expenditures for development of oil and natural gas properties are the primary use of our capital resources. The Company spent $37.7 million and $3.4 million on the exploration and development of oil and gas properties during the three months ended March 31, 2018 and 2017, respectively. The increase in capital expenditures between the comparable periods is a direct result of emerging from bankruptcy and resuming development operations.

Cash flows provided by (used in) financing activities

Net cash provided by financing activities for the three months ended March 31, 2018 is due to drawing $15.0 million on our credit facility. Net cash used in financing activities for the three months ended March 31, 2017 consisted of employee tax withholdings in exchange for the return of common stock.

New Accounting Pronouncements

Please refer to Note 2 — Basis of Presentation under Part I, Item 1 of this report for any recently issued or adopted accounting standards.

Critical Accounting Policies and Estimates

Information regarding our critical accounting policies and estimates is contained in Part II, Item 7 of our 2017 Form 10-K.

Effects of Inflation and Pricing

Although the impact of inflation has been relatively insignificant in recent years, it is still a factor in the United States economy and we tend to experience inflationary pressure on the cost of oilfield services and equipment as increasing oil and gas prices increase drilling activity in our areas of operations. Material changes in prices also impact the current revenue stream, estimates of future reserves, borrowing base calculations, depletion expense, impairment assessments of oil and gas properties, ARO, and values of properties in purchase and sale transactions. Material changes in prices can impact the value of oil and gas companies and their ability to raise capital, borrow money and retain personnel.

Off-Balance Sheet Arrangements

Currently, we do not have any off-balance sheet arrangements.

Contractual Obligations

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There have been no significant changes from our 2017 Form 10-K in our obligations and commitments. Please refer to Note 7 - Commitments and Contingencies under Part I, Item 1 of this report for additional discussion.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains various statements, including those that express belief, expectation or intention, as well as those that are not statements of historic fact, that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” “plan,” “will,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events.

Forward‑looking statements include statements related to, among other things:

• the Company's business strategies and intent to maximize liquidity;

• reserves estimates;

• estimated sales volumes;

• amount and allocation of forecasted capital expenditures and plans for funding capital expenditures and operating expenses;

• ability to modify future capital expenditures;

• the Wattenberg Field being a premier oil and resource play in the United States;

• anticipated costs;

• compliance with debt covenants;

• ability to fund and satisfy obligations related to ongoing operations;

• compliance with government regulations, including environmental, health and safety regulations and liabilities thereunder;

• adequacy of gathering systems and continuous improvement of such gathering systems;

• impact from the lack of available gathering systems and processing facilities in certain areas;

• natural gas, oil and natural gas liquid prices and factors affecting the volatility of such prices;

• impact of lower commodity prices;

• sufficiency of impairments;

• the ability to use derivative instruments to manage commodity price risk and ability to use such instruments in the future;

• our drilling inventory and drilling intentions;

• impact of potentially disruptive technologies;

• our estimated revenues and losses;

• the timing and success of specific projects;

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• our implementation of standard and long reach laterals in the Wattenberg Field;

• our use of multi-well pads to develop the Niobrara and Codell formations;

• intention to continue to optimize enhanced completion techniques and well design changes;

• stated working interest percentages;

• management and technical team;

• outcomes and effects of litigation, claims and disputes;

• primary sources of future production growth;

• full delineation of the Niobrara B and C benches in our legacy acreage;

• our ability to replace oil and natural gas reserves;

• our ability to convert PUDs to producing properties within five years of their initial proved booking;

• impact of recently issued accounting pronouncements;

• impact of the loss a single customer or any purchaser of our products;

• timing and ability to meet certain volume commitments related to purchase and transportation agreements;

• the impact of customary royalty interests, overriding royalty interests, obligations incident to operating agreements, liens for current taxes and other industry-related constraints;

• our financial position;

• our cash flow and liquidity;

• the adequacy of our insurance; and

• other statements concerning our operations, economic performance and financial condition.

We have based these forward-looking statements on certain assumptions and analyses we have made in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining actual future results. The actual results or developments anticipated by these forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, and may not be realized or, even if substantially realized, may not have the expected consequences. Actual results could differ materially from those expressed or implied in the forward-looking statements.

Factors that could cause actual results to differ materially include, but are not limited to, the following: 

• the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017;

• further declines or volatility in the prices we receive for our oil, natural gas liquids and natural gas;

• general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business;

• ability of our customers to meet their obligations to us;

• our access to capital;

27

• our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to fully develop our undeveloped acreage positions;

• the presence or recoverability of estimated oil and natural gas reserves and the actual future sales volume rates and associated costs;

• uncertainties associated with estimates of proved oil and gas reserves;

• the possibility that the industry may be subject to future local, state, and federal regulatory or legislative actions (including additional taxes and changes in environmental regulation);

• environmental risks;

• seasonal weather conditions;

• lease stipulations;

• drilling and operating risks, including the risks associated with the employment of horizontal drilling techniques;

• our ability to acquire adequate supplies of water for drilling and completion operations;

• availability of oilfield equipment, services and personnel;

• exploration and development risks;

• competition in the oil and natural gas industry;

• management’s ability to execute our plans to meet our goals;

• our ability to attract and retain key members of our senior management and key technical employees;

• our ability to maintain effective internal controls;

• access to adequate gathering systems and pipeline take-away capacity;

• our ability to secure firm transportation for oil and natural gas we produce and to sell the oil and natural gas at market prices;

• costs and other risks associated with perfecting title for mineral rights in some of our properties;

• continued hostilities in the Middle East and other sustained military campaigns or acts of terrorism or sabotage; and

• other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our businesses, operations or pricing.

All forward-looking statements speak only as of the date of this report. We disclaim any obligation to update or revise these statements unless required by law, and you should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under Part II, Item 1A. Risk Factors and Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

Oil and Natural Gas Price Risk

28

Our financial condition, results of operations and capital resources are highly dependent upon the prevailing market prices of oil and natural gas. These commodity prices are subject to wide fluctuations and market uncertainties due to a variety of factors that are beyond our control. Factors influencing oil and natural gas prices include the level of global demand for oil and natural gas, the global supply of oil and natural gas, the establishment of and compliance with production quotas by oil exporting countries, weather conditions which determine the demand for natural gas, the price and availability of alternative fuels, local and global politics, and overall economic conditions. It is impossible to predict future oil and natural gas prices with any degree of certainty. Sustained weakness in oil and natural gas prices may adversely affect our financial condition and results of operations, and may also reduce the amount of oil and natural gas reserves that we can produce economically. Any reduction in our oil and natural gas reserves, including reductions due to price fluctuations, can have an adverse effect on our ability to obtain capital for our exploration and development activities. Similarly, any improvements in oil and natural gas prices can have a favorable impact on our financial condition, results of operations and capital resources.

Commodity Derivative Contracts

Our primary commodity risk management objective is to reduce volatility in our cash flows. We enter into derivative contracts for oil and natural gas using NYMEX futures or over-the-counter derivative financial instruments with only counterparties whom we believe are well-capitalized and have been approved by our Board of Directors.

The use of financial instruments may expose us to the risk of financial loss in certain circumstances, including instances when (1) sales volumes are less than expected requiring market purchases to meet commitments, or (2) our counterparties fail to purchase the contracted quantities of oil or otherwise fail to perform. To the extent that we engage in derivative contracts, we may be prevented from realizing the benefits of favorable price changes in the physical market. However, we are similarly insulated against decreases in such prices.

As of March 31, 2018, and through the filing date of this report, all of our derivative arrangements are concentrated with four counterparties, all of which are lenders under our credit facility. If these counterparties fail to perform their obligations, we may suffer financial loss or be prevented from realizing the benefits of favorable price changes in the physical market.

The result of oil market prices exceeding our swap prices requires us to make payment for the settlement of our derivatives, if owed by us, generally up to 15 business days before we receive market price cash payments from our customers. This could have a material adverse effect on our cash flows for the period between derivative settlement and payment for revenues earned.

Interest Rates

As of March 31, 2018, we had $15.0 million outstanding drawn under our credit facility. Borrowings under our credit facility bear interest at a fluctuating rate that is tied to an adjusted Base Rate or London Interbank Offered Rate, at our option. Any increases in these interest rates can have an adverse impact on our results of operations and cash flow. As of March 31, 2018, and through the filing date of this report, the Company was in compliance with all financial and non-financial covenants.

Counterparty and Customer Credit Risk

In connection with our derivatives activity, we have exposure to financial institutions in the form of derivative transactions. Four lenders under our successor credit facility are currently counterparties on our derivative instruments currently in place and have investment grade credit ratings.

We are also subject to credit risk due to concentration of our oil and natural gas receivables with certain significant customers. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. We review the credit rating, payment history and financial resources of our customers, but we do not require our customers to post collateral.

Marketability of Our Production

The marketability of our production from the Mid-Continent and Rocky Mountain regions depends in part upon the availability, proximity and capacity of third-party refineries, access to regional trucking, pipeline and rail infrastructure, natural gas gathering systems and processing facilities. We deliver crude oil and natural gas produced from these areas through trucking services, pipelines and rail facilities that we do not own. The lack of availability or capacity on these systems and facilities could reduce the price offered for our production or result in the shut-in of producing wells or the delay or discontinuance of development plans for properties.

29

A portion of our production may also be interrupted, or shut in, from time to time for numerous other reasons, including as a result of accidents, field labor issues or strikes, or we might voluntarily curtail production in response to market conditions. If a substantial amount of our production is interrupted at the same time, it could adversely affect our cash flow.

Currently, there are no pipeline systems that service wells in French Lake. If neither we nor a third-party constructs the required pipeline system, we may not be able to fully test or develop our resources in French Lake.

There have not been material changes to the interest rate risk analysis or oil and gas price sensitivity analysis disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2018. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of March 31, 2018, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. 

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. To assist management, we have established an internal audit function to verify and monitor our internal controls and procedures. The Company’s internal control system is supported by written policies and procedures, contains self-monitoring mechanisms and is audited by the internal audit function. Appropriate actions are taken by management to correct deficiencies as they are identified. 

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended March 31, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

Item 1.   Legal Proceedings.

From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business. Like other oil and gas producers and marketers, our operations are subject to extensive and rapidly changing federal and state environmental, health and safety and other laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. As of the date of this filing, there are no material pending or overtly threatened legal actions against us of which we are aware.

As previously described in our 2017 Form 10-K, the Company and the CDPHE agreed to a COC resolving the matters addressed by a compliance advisory issued to the Company for certain storage tank facilities located in the Wattenberg Field with respect to applicable air quality regulations. Pursuant to the terms of the COC, the Company paid an administrative penalty of $0.2 million in 2017. The Company must also adopt procedures and processes to address the monitoring, reporting, and control of air emissions. The COC further sets forth compliance requirements and criteria for continued operations and contains provisions regarding record-keeping, modifications to the COC, circumstances under which the COC may terminate with respect to certain wells and facilities, and the sale or transfer of operational or ownership interests covered by the COC. In order to be in compliance, the Company incurred $0.7 million in 2017, and currently anticipates spending $3.5 million in 2018, and $3.1 million for 2019 through 2022. The COC can be terminated after four years with a showing of substantial compliance and CDPHE approval.

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There have been no other material changes to our legal proceedings from those described in our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 1A. Risk Factors.

Our business faces many risks. Any of the risk factors discussed in this report or our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operation. For a discussion of our potential risks and uncertainties, see the risk factors in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2017, together with other information in this report and other reports and materials we file with the SEC. We have identified these risk factors as important factors that could cause our actual results to differ materially from those contained in any written or oral forward-looking statements made by us or on our behalf.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered sales of securities. There were no sales of unregistered equity securities during the three month period ended March 31, 2018.

Issuer purchases of equity securities.  The following table contains information about acquisitions of our equity securities during the three month period ended March 31, 2018:

					Maximum
				Total Number of	Number of
	Total			Shares	Shares that May
	Number of	Average Price		Purchased as Part of	Be Purchased
	Shares	Paid per		Publicly Announced	Under Plans or
	Purchased(1)	Share		Plans or Programs	Programs
January 1, 2018 - January 31, 2018	—	$	—	—	—
February 1, 2018 - February 28, 2018	—	$	—	—	—
March 1, 2018 - March 31, 2018	37	$	27.89	—	—
Total	37	$	27.89	—	—

____________________________________________________________________________

(1) Represents shares that employees surrendered back to us that equaled in value the amount of taxes required for payroll tax withholding obligations upon the vesting of equity awards under the 2017 LTIP. These repurchases were not part of a publicly announced plan or program to repurchase shares of our common stock, nor do we have a publicly announced plan or program to repurchase shares of our common stock.

Our new revolving credit facility provides for restrictions on the payment of dividends.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.	Description of Exhibit
10.1†	Bonanza Creek Energy, Inc. Fifth Amended and Restated Executive Change in Control and Severance Plan
10.2	Employment Agreement between the Company and Eric T. Greager, dated March 30, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 5, 2018).
31.1†	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a).
31.2†	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a).
32.1†	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2†	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

†                 Filed or furnished herewith

32

SIGNATURES

Pursuant to the requirements 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.

		BONANZA CREEK ENERGY, INC.
Date:	May 8, 2018	By:	/s/ Eric T. Greager
			Eric T. Greager
			President and Chief Executive Officer
			(principal executive officer)
		By:	/s/ Scott A. Fenoglio
			Scott A. Fenoglio
			Senior Vice President, Finance & Planning
			(principal financial officer)
		By:	/s/ Sandi K. Garbiso
			Sandi K. Garbiso
			Vice President and Chief Accounting Officer
			(principal accounting officer)

33

EX-10.1

Exhibit 10.1

BONANZA CREEK ENERGY, INC.
FIFTH AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL
AND SEVERANCE PLAN

1.Purpose and Effective Date. Bonanza Creek Energy, Inc. (the “Company”) has adopted this Fifth Amended and Restated Executive Change in Control and Severance Benefit Plan (this “Plan”) to provide for the payment of severance or change in control benefits to Eligible Individuals (as defined below). The Plan was approved by the Board of Directors of the Company (the “Board”) to be effective as of March 30, 2018 (the “Effective Date”).

2.Definitions. For purposes of this Plan, the terms listed below will have the meanings specified herein:

(a)“Accrued Obligations” means (i) payment to an Eligible Individual of all earned but unpaid Base Salary through the Date of Termination prorated for any partial period of employment; (ii) payment to an Eligible Individual, in accordance with the terms of the applicable benefit plan of the Company or its Affiliates or to the extent required by law, of any benefits to which such Eligible Individual has a vested entitlement as of the Date of Termination; (iii) payment to an Eligible Individual of any accrued unused vacation; and (iv) payment to an Eligible Individual of any approved but not yet reimbursed business expenses incurred in accordance with applicable policies of the Company and its Affiliates, including this Plan.

(b)“Administrator” means the Compensation Committee of the Board or another person or committee appointed by the Board to administer this Plan.

(c)“Affiliate” means (i) with respect to the Company, any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company and any predecessor to any such entity; provided¸however, that a natural person shall not be considered an Affiliate; and (ii) with respect to an Eligible Individual, any person that directly, or through one or more intermediaries, is controlled by such Eligible Individual or members of such Eligible Individual’s immediate family.

(d)“Annual Bonus” means the greater of (i) the average of the annual bonuses earned by the Eligible Individual pursuant to the STIP for the two calendar years immediately preceding the Date of Termination and (ii) the Eligible Individual’s then current “target” annual bonus amount.

(e)“Base Salary” means an Eligible Individual’s annual base salary as of a Notice of Termination (without regard to any reduction in such Base Salary which constitutes Good Reason).

52798339.4

(f) “Cause” means any of the following:

(i)an Eligible Individual has failed or refused to substantially perform such Eligible Individual’s duties, responsibilities or authorities (other than any such refusal or failure resulting from such Eligible Individual’s becoming Disabled);

(ii)any commission by or indictment of by an Eligible Individual of a felony or crime of moral turpitude;

(iii)an Eligible Individual has engaged in material misconduct in the course and scope of such Eligible Individual’s employment with the Company, including, but not limited to, gross incompetence, disloyalty, disorderly conduct, insubordination, harassment of other employees or third parties, chronic abuse of alcohol or unprescribed controlled substances, improper disclosure of confidential information, chronic and unexcused absenteeism, improper appropriation of a corporate opportunity or any other material violation of the Company’s personnel policies, rules or codes of conduct or any fiduciary duty owed to the Company or its Affiliates, or any applicable law or regulation to which the Company or its Affiliates are subject;

(iv)an Eligible Individual has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or

(v)for an Eligible Individual who is not a Tier 1 Executive, an Eligible Individual has engaged in any act or omission that is likely to materially damage the Company’s business, including, without limitation, damages to the Company’s reputation.

(g)“Change in Control” means:

(i)the acquisition by any individual, entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions by a Person shall not constitute a Change in Control: (I) any acquisition directly from the Company; (II) any acquisition by the Company; (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (IV) any acquisition by any Person pursuant to a Business Combination that does not constitute a Change in Control under Section 2(g)(ii) below;

-2-

(ii)the consummation of a reorganization, merger, consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”) if, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, less than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or managers, as the case may be, of the entity resulting from such Business Combination (including, without limitation, any entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or

(iii)the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control shall not occur (A) under Section 2(g)(i) if Incumbent Directors (as determined immediately before any such acquisition described therein) constitute 50% or more of the Board immediately following any such acquisition, (B) under Section 2(g)(ii) if Incumbent Directors (as determined immediately before consummation of a Business Combination) constitute 50% or more of the members of the board of directors (or similar body) of the entity resulting from such Business Combination (including, without limitation, any entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets, in either case, either directly or through one or more subsidiaries) or (C) in connection with any transaction approved by a federal bankruptcy court.

(h)“CIC Effective Date” means the date upon which a Change in Control occurs.

(i)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.

(j)“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(k)“Date of Termination” means (i) if the Eligible Individual’s employment with the Company and its Affiliates is terminated by death, the date of such Eligible Individual’s death; (ii) if the Eligible Individual’s employment is terminated because of the Eligible Individual becoming Disabled, then 30 days after the Notice of Termination is given; or (iii) if (A) the Eligible Individual’s employment is terminated by the Company or any of its Affiliates with or without Cause or (B) the Eligible Individual’s employment by the Eligible Individual with or without Good

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Reason, then, in each case, the date specified in the Notice of Termination, which shall comply with the applicable notice requirements set forth herein. Transfer of employment between and among the Company and its Affiliates, by itself, shall not constitute a termination of employment for purposes of this Plan.

(l)“Disability” or “Disabled” as it relates to an Eligible Individual means when such Eligible Individual (i) receives disability benefits under either Social Security or the applicable long- term disability plan of the Company or its Affiliates, if any, or (ii) the Administrator, upon the written report of a qualified physician designated by the Administrator or the insurer of the applicable long-term disability plan of the Company or its Affiliates, shall have determined (after a complete physical examination of the Eligible Individual at any time after he has been absent from employment with the Company or its Affiliates for 90 or more consecutive calendar days) that such Eligible Individual has become physically and/or mentally incapable of performing such Eligible Individual’s essential job functions with or without reasonable accommodation as required by law due to injury, illness, or other incapacity (physical or mental).

(m)“Emergence Grants” has the meaning assigned to it in the Restructuring Support Agreement.

(n)“Employee Restrictive Covenants, Proprietary Information and Inventions Agreement” means that certain Employee Restrictive Covenants, Proprietary Information and Inventions Agreement or, with respect to a Tier 5 Key Employee, that certain Employee Proprietary Information and Inventions Agreement, as applicable, executed by an Eligible Individual.

(o)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(p)“Good Reason” shall exist in the event any of the following actions are taken without an Eligible Individual’s consent:

(i)such Eligible Individual’s authority with Company or its Affiliates is, or such Eligible Individual’s duties or responsibilities based on such Eligible Individual’s job title or job description are, materially diminished relative to such Eligible Individual’s authority, duties and responsibilities as in effect immediately prior to such change, provided, however, that in no event shall removal of such Eligible Individual from the position of manager, director or officer of any direct or indirect Affiliate of the Company in connection with any corporate restructuring constitute Good Reason and provided, further, that in no event shall the removal of an Eligible Individual from the Board following a Change in Control constitute Good Reason;

(ii)a reduction in such Eligible Individual’s annual base salary as in effect immediately prior to reduction in an amount of 10% or more;

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(iii)a relocation of such Eligible Individual’s primary work location more than 50 miles away from the then-current primary work location; or

(iv)any material breach by the Company of any provision of this Plan or other material agreement between the Company and the Eligible Individual.

(q)“Incumbent Directors” means the members of the Board as determined immediately prior to the relevant transaction or event described in Section 2(g).

(r)“LTIP” means the Company’s 2017 Long Term Incentive Plan or any successor equity incentive plan maintained by the Company.

(s)“Notice of Termination” means a notice that indicates the specific termination provision in this Plan relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated; provided, however, that any failure to provide such detail shall not delay the effectiveness of the termination.

(t)“Post-Termination Obligations” means any obligations owed by an Eligible Individual to the Company or any of its Affiliates which survive such Eligible Individual’s employment with the Company or its Affiliates, including, without limitation, those obligations and restrictive covenants (including covenants not to compete and not to solicit) set forth in such Eligible Individual’s Employee Restrictive Covenants, Proprietary Information and Invention Agreement.

(u)“Restructuring” has the meaning assigned to it in the Restructuring Support Agreement.

(v)“Restructuring Support Agreement” means the Restructuring Support and Lock-Up Agreement, dated as of December 23, 2016, as amended, by and among the Company and each of its subsidiaries, certain holders of the Company’s 5.75% Senior Notes due 2023 and 6.75% Senior Notes due 2021, NGL Energy Partners LP, and NGL Crude Logistics, LLC.

(w)“Section 409A” means Section 409A of the Code and the regulations and administrative guidance issued thereunder.

(x)“Section 4999” means Section 4999 of the Code.

(y)“Separation from Service” means a “separation from service” as such term is defined for purposes of Section 409A.

(z)“Severance Obligations” means the Severance Obligations identified in Section 5(b), 5(c) and 5(d) of this Plan, as applicable.

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(aa)“Severance Obligation Period” means (i) in the case of a Tier 1 Executive , the period equal to 12 months multiplied by the applicable percentage of Base Salary and Annual Bonus the Tier 1 Executive is eligible to receive as severance as a result of such Tier 1 Executive’s termination of employment ; (ii) in the case of a Tier 2, Tier 3 or Tier 4 Executive, the period of twelve months; and (iii) in the case of a Tier 5 Key Employee, the period equal to the number of months (up to a maximum of 12) equal to the sum of three (3) plus the number of full years of service of the Tier 5 Key Employee with the Company; for all Tiers, the Severance Obligation Period shall commence on the Date of Termination.

(bb)“STIP” means the Company’s Short Term Incentive Program (or any successor thereto).

(cc)“Tier 1 Executive” means an Eligible Individual identified as a “Tier 1 Executive” in accordance with Exhibit A attached hereto.

(dd)“Tier 2 Executive” means an Eligible Individual identified as a “Tier 2 Executive” in accordance with Exhibit A attached hereto.

(ee)“Tier 3 Executive” means an Eligible Individual identified as a “Tier 3 Executive” in accordance with Exhibit A attached hereto.

(ff)“Tier 4 Executive” means an Eligible Individual identified as a “Tier 4 Executive” in accordance with Exhibit A attached hereto.

(gg)“Tier 5 Key Employee” means an Eligible Individual identified as a “Tier 5 Key Employee” in accordance with Exhibit A attached hereto.

(hh)“Tier” means the level at which an Eligible Individual is identified immediately prior to the Eligible Individual’s termination of employment (without regard to any reduction in such Tier that constitutes Good Reason).

3.Administration of the Plan.

(a)Authority of the Administrator. This Plan will be administered by the Administrator. Subject to the express provisions of this Plan and applicable law, the Administrator will have the authority, in its sole and absolute discretion, to: (i) adopt, amend, and rescind administrative and interpretive rules and regulations related to this Plan, (ii) delegate its duties under this Plan to such agents as it may appoint from time to time, and (iii) make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for administering this Plan, including the delegation of those ministerial acts and responsibilities as the Administrator deems appropriate. The Administrator shall have complete discretion and authority

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with respect to this Plan and its application except to the extent that discretion is expressly limited by this Plan. The Administrator may correct any defect, supply any omission, or reconcile any inconsistency in this Plan in any manner and to the extent it deems necessary or desirable to carry this Plan into effect, and the Administrator will be the sole and final judge of that necessity or desirability. The determinations of the Administrator on the matters referred to in this Section 3(a) or otherwise arising under this Plan will be final and conclusive.

(b)Manner of Exercise of Authority. Any action of, or determination by, the Administrator will be final, conclusive and binding on all persons, including the Company, the Company’s Affiliates, the Board, the stockholders of the Company, each Eligible Individual, or other persons claiming rights from or through an Eligible Individual. The express grant of any specific power to the Administrator, and the taking of any action by the Administrator, will not be construed as limiting any power or authority of the Administrator. The Administrator may delegate to officers of the Company, or committees thereof, the authority, subject to such terms as the Administrator will determine, to perform such functions, including administrative functions, as the Administrator may determine. The Administrator may appoint agents to assist it in administering this Plan.

(c)Limitation of Liability. The Administrator will be entitled to, in good faith, rely or act upon any report or other information furnished to the Administrator by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. The Administrator and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Administrator will not be personally liable for any action or determination taken or made in good faith with respect to the Plan and will, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

4.Eligibility. Each employee of the Company or any of its Affiliates eligible to receive the benefits described in this Plan as designated by the Administrator (collectively the “Eligible Individuals” and each an “Eligible Individual”); provided, that any individual who is entitled to severance or change in control benefits pursuant to a separate written agreement between the Company (or one of its Affiliates) and the individual shall not be an Eligible Individual.

5.Plan Benefits.

(a)Payment of Accrued Obligations. In the event an Eligible Individual’s Date of Termination occurs for any reason, such Eligible Individual shall be entitled to receive the Accrued Obligations. Participation in all benefit plans of the Company and its Affiliates will terminate upon

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an Eligible Individual’s Date of Termination except as otherwise specifically provided in the applicable plan.

(b)Severance Obligations: Tier 1 Executives. The Severance Obligations to a Tier 1 Executive shall be as follows:

(i)In the event a Tier 1 Executive’s employment with the Company and its Affiliates is terminated by the Company or one of its Affiliates without Cause other than during the one (1) year period following the CIC Effective Date, the Company (or the Affiliate of the Company that is the employer of the Eligible Individual immediately prior to termination) shall provide Severance Obligations set forth below, provide that the conditions of Section 5(e) and 8 of this Plan have been fulfilled.

(1)payment of an amount equal to 200% of the sum of (A) such Executive’s then current Base Salary as of the Date of Termination and (B) such Executive’s Annual Bonus;

(2)accelerated vesting of a pro-rata portion of all equity incentives then held by such Executive pursuant to the LTIP or otherwise that are subject to performance-based vesting conditions, assuming all applicable performance-based vesting conditions are achieved at target performance, and with such pro-rata portion determined by a fraction, the numerator of which is (A) the number of days between the grant date of the applicable award and such Executive’s Date of Termination and the denominator of which is (B) the number of days between the grant date and the vesting date of each applicable award;

(3)all equity incentives then held by such Executive pursuant to the LTIP or otherwise that are not subject to performance-based vesting conditions will be governed by the award agreement applicable to the equity incentive award;

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Executive, during the portion, if any, of the 24-month period, commencing as of the date such Executive is eligible to elect and timely elects to continue coverage for such Executive and such Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Executive for the difference between the amount such Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Date of Termination

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being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter; provided that the Company may modify the continuation coverage contemplated by this Section 5(b)(i)(4) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(ii)In the event a Tier 1 Executive’s employment with the Company and its Affiliates is terminated by such Tier 1 Executive resigning such Tier 1 Executive’s employment for Good Reason other than during the one (1) year period following the CIC Effective Date, the Company (or the Affiliate of the Company that is the employer of the Eligible Individual immediately prior to termination) shall provide Severance Obligations set forth below, provide that the conditions of Section 5(e) and 8 of this Plan have been fulfilled.

(1)payment of an amount equal to the sum of such Executive’s Base Salary as in effect on the applicable Date of Termination and such Executive’s Annual Bonus;

(2)all equity incentives then held by such Executive pursuant to the LTIP or otherwise will be governed by the award agreement applicable to the equity incentive award;

(3)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Executive, during the portion, if any, of the 12-month period, commencing as of the date such Executive is eligible to elect and timely elects to continue coverage for such Executive and such Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Executive for the difference between the amount such Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter; provided that the Company may modify the continuation coverage contemplated by this Section 5(b)(ii)(3) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient

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Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(c)Severance Obligations: Tier 2 through Tier 4 Executives and Tier 5 Key Employees. In the event an Eligible Individual’s employment with the Company and its Affiliates is terminated by the Company or one of its Affiliates without Cause or by such Eligible Individual resigning such Eligible Individual’s employment for Good Reason other than during the one (1) year period following the CIC Effective Date, the Company (or the Affiliate of the Company that is the employer of the Eligible Individual immediately prior to termination) shall provide Severance Obligations set forth below, provided that the conditions of Sections 5(e) and 8 of this Plan have been fulfilled.

(i)Tier 2 through Tier 4 Executives. The Severance Obligations to a Tier 2, Tier 3 and Tier 4 Executive shall be as follows:

(1)subject to the potential reduction set forth in Section 6(b), payment of an amount equal to the sum of such Executive’s Base Salary as in effect on the applicable Date of Termination and 50% of such Executive’s Annual Bonus;

(2)subject to Section 6, all equity incentives then held by such Executive pursuant to the LTIP or otherwise will be governed by the award agreement applicable to the equity incentive award;

(3)the Emergence Grant Acceleration, if any; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Executive, during the portion, if any, of the 12-month period, commencing as of the date such Executive is eligible to elect and timely elects to continue coverage for such Executive and such Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Executive for the difference between the amount such Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter; provided that the Company may modify the continuation coverage contemplated by this Section 5(c)(i)(4) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient

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Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(ii)Tier 5 Key Employees. The Severance Obligations to a Tier 5 Key Employee shall be as follows:

(1)subject to the potential reduction set forth in Section 6(b), payment of an amount equal to A x B, where “A” equals the sum of such Key Employee’s Base Salary as in effect on the applicable Date of Termination and 50% of such Key Employee’s Annual Bonus and “B” equals a fraction (which cannot exceed one (1)), the numerator of which is three (3) PLUS the number of full years of service of the Tier 5 Key Employee with the Company (up to a maximum numerator of 12) and the denominator of which is 12;

(2)subject to Section 6, all equity incentives then held by such Key Employee pursuant to the LTIP or otherwise will be governed by the award agreement applicable to the equity incentive award;

(3)the Emergence Grant Acceleration, if any; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Key Employee, during the portion, if any, of the COBRA Period, commencing as of the date such Key Employee is eligible to elect and timely elects to continue coverage for such Key Employee and such Key Employee’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Key Employee for the difference between the amount such Key Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter; provided that the Company may modify the continuation coverage contemplated by this Section 5(c)(ii)(4) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

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For purposes of this Section 5, the “COBRA Period” shall be a number of months (up to a maximum of 12) equal to equal to the sum of three (3) plus the number of full years of service of the Tier 5 Key Employee with the Company.

Provided that the conditions of Sections 5(e) and 8 of this Plan have been fulfilled, an Eligible Individual’s cash Severance Obligations will be paid in ratable installments in accordance with the Company’s normal payroll process during the Eligible Individual’s Severance Obligation Period, with the first payment being made on the first payroll payment date occurring at least 60 days after such Eligible Individual’s Date of Termination and including all payments that would otherwise have been made during such 60 day period.

(d)Severance Obligations - Change in Control. In the event an Eligible Individual is employed by the Company or one of its Affiliates on the CIC Effective Date and such Eligible Individual (i) resigns such Eligible Individual’s employment with the Company and its Affiliates for Good Reason, if applicable, or (ii) is terminated by the Company and its Affiliates without Cause, in each case, at any time within the twelve (12)-month period following the CIC Effective Date, then, the Company (or the Affiliate of the Company that is the employer of the Eligible Individual immediately prior to termination) shall provide Severance Obligations set forth below, provided that the conditions of Sections 5(e) and 8 of this Plan have been fulfilled. Notwithstanding the foregoing, in the event that an Eligible Individual’s Date of Termination occurs by reason of the Eligible Individual’s refusal to accept an offer of employment (including continued employment with the Company or any of its Affiliates) in connection with a Change in Control or other corporate transaction and if such offer of employment would not constitute a basis for a Good Reason termination, then the Eligible Individual shall not be entitled to Severance Obligations under the Plan.

(i)Tier 1 Executives. The Severance Obligations to a Tier 1 Executive shall be as follows:

(1)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 200% of the sum of (A) such Executive’s then current Base Salary as of the Date of Termination and (B) such Executive’s Annual Bonus;

(2)accelerated vesting of all equity incentives then held by such Executive pursuant to the LTIP or otherwise, assuming all applicable performance-based vesting conditions are achieved at target performance;

(3)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Executive, during the portion, if any, of the 24-month period, commencing as of the date such Executive is eligible to elect and

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timely elects to continue coverage for such Executive and such Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Executive for the difference between the amount such Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter; provided that the Company may modify the continuation coverage contemplated by this Section 5(d)(i)(3) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(ii)Tier 2 and Tier 3 Executives. The Severance Obligations to a Tier 2 and Tier 3 Executive shall be as follows:

(1)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 200% of the sum of (A) such Executive’s then current Base Salary as of the Date of Termination and (B) 50% of such Executive’s Annual Bonus;

(2)all equity incentives then held by such Executive pursuant to the LTIP or otherwise (other than the Emergence Grants) will be governed by the award agreement applicable to the equity incentive award;

(3)the Emergence Grant Acceleration, if any; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Executive, during the portion, if any, of the 18-month period, commencing as of the date such Executive is eligible to elect and timely elects to continue coverage for such Executive and such Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Executive for the difference between the amount such Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such

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reimbursement payable for the 60 day period immediately following the Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter; provided that the Company may modify the continuation coverage contemplated by this Section 5(d)(ii)(4) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(iii)Tier 4 Executives. The Severance Obligations to a Tier 4 Executive shall be as follows:

(1)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to the sum of (A) such Executive’s then current Base Salary as of the Date of Termination plus (B) 50% such Executive’s Annual Bonus;

(2)all equity incentives then held by such Executive pursuant to the LTIP or otherwise (other than the Emergence Grants) will be governed by the award agreement applicable to the equity incentive award;

(3)the Emergence Grant Acceleration, if any; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Executive, during the portion, if any, of the 12-month period, commencing as of the date such Executive is eligible to elect and timely elects to continue coverage for such Executive and such Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Executive for the difference between the amount such Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter; provided that the Company may modify the continuation coverage contemplated by this Section 5(d)(iii)(4) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

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(iv)Tier 5 Key Employees. The Severance Obligations to a Tier 5 Key Employee shall be as follows:

(1)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to A x B, where “A” equals the sum of such Key Employee’s Base Salary as in effect on the applicable Date of Termination and 50% of such Key Employee’s Annual Bonus and “B” equals a fraction (which cannot exceed one (1)), the numerator of which is three (3) PLUS the number of full years of service of the Tier 5 Key Employee with the Company (up to a maximum numerator of 12) and the denominator of which is 12;

(2)all equity incentives then held by such Key Employee pursuant to the LTIP or otherwise (other than the Emergence Grants) will be governed by the award agreement applicable to the equity incentive award;

(3)the Emergence Grant Acceleration, if any; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Tier 5 Key Employee, during the portion, if any, of the COBRA Period, commencing as of the date such Tier 5 Key Employee is eligible to elect and timely elects to continue coverage for the Tier 5 Key Employee and such Tier 5 Key Employee’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Tier 5 Key Employee on a monthly basis for the difference between the amount such Tier 5 Key Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter; provided that the Company may modify the continuation coverage contemplated by this Section 5(d)(iv)(4) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(e)Conditions to Severance Obligations. Notwithstanding Section 5(b), Section 5(c), Section 5(d) or Section 6 of this Plan, in no event shall an Eligible Individual be entitled to the Severance Obligations unless such Eligible Individual (i) tenders his or her resignation as a

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member of the Board and of the board of directors of any Affiliate (in each case, to the extent applicable) effective as of the Date of Termination (the “Resignation”), and (ii) executes a General Release in a form and substance approved by the Administrator (the “Release”) substantially similar to the Release attached hereto as Exhibit B, with any additional customary terms as the Administrator may deem appropriate in the circumstances, and such Release is not revoked. The Eligible Individual shall be eligible for the Severance Obligations only if the executed Release is returned to the Company and becomes irrevocable within 60 days after the Date of Termination. Until the Release has become irrevocable, any such Severance Obligations shall not be provided by the Company or any of its Affiliates. If an Eligible Individual fails to return the Resignation so that it would, if accepted, be effective upon the Date of Termination, or fails to return the Release to the Company in sufficient time so that the Release becomes irrevocable within 60 days after the Date of Termination, such Eligible Individual’s rights to Severance Obligations shall be forfeited.

6.Certain Terms Applicable to Emergence Grants.

(a)General. Notwithstanding anything to the contrary that may be set forth in the LTIP or in any grant agreement thereunder and provided that the conditions of Sections 5(e) and 8 of this Plan have been fulfilled, in the event an Eligible Individual’s employment is terminated by death, for Disability, by the Company or one of its Affiliates without Cause or by such Eligible Individual resigning such Eligible Individual’s employment for Good Reason, immediately prior to the Date of Termination, all Emergence Grants then held by such Eligible Individual pursuant to the LTIP or otherwise will immediately vest, with payment of such Emergence Grants payable in accordance with the applicable award agreement (the “Emergence Grant Acceleration”).

(b)Severance Offset. In the event of any termination of employment that qualifies for the Emergence Grant Acceleration, the amount of cash severance otherwise payable to an Eligible Individual under Section 5(c)(i)(1) or Section 5(c)(ii)(1) will reduced on a dollar-for-dollar basis (but not below $0) by the Intrinsic Value of the Eligible Individual’s Emergence Grant Acceleration. For this purpose, the “Intrinsic Value” of Emergence Awards means the aggregate “spread” value of unvested options and the value of unvested restricted stock units, in each case, included within the Eligible Individual’s Emergence Award, as determined by the Administrator in good faith using the closing price of the Company’s common stock on last trading day before the Eligible Individual’s Date of Termination

7.Parachute Payment Limitations. Notwithstanding any contrary provision in this Plan, if an Eligible Individual is a “disqualified individual” (as defined in Section 280G of the Code), and the Severance Obligations that would otherwise be paid to such Eligible Individual under this Plan together with any other payments or benefits that such Eligible Individual has a right to receive from the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) (collectively, the “Payments”) would constitute

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a “parachute payment” (as defined in Section 280G of the Code), the Payments shall be either (a) reduced (but not below zero) so that the aggregate present value of such Payments and benefits received by the Eligible Individual from the Company and its Affiliates shall be $1.00 less than three times such Eligible Individual’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such Payments received by such Eligible Individual shall be subject to the excise tax imposed by Section 4999; or (b) paid in full, whichever produces the better net after-tax result for such Eligible Individual (taking into account any applicable excise tax under Section 4999 and any applicable federal, state and local income and employment taxes). The determination as to whether any such reduction in the amount of the Payments is necessary shall be made by the Company in good faith and such determination shall be conclusive and binding on such Eligible Individual. If reduced Payments are made to the Eligible Individual pursuant to this Section 7 and through error or otherwise those Payments exceed the Safe Harbor Amount, the Eligible Individual shall immediately repay such excess to the Company or its applicable Affiliate upon notification that an overpayment has been made.

The reduction of Payments, if applicable, shall be made by reducing, first, Severance Obligations to be paid in cash hereunder in the order in which such payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and second, by reducing any other cash payments that would be payable to the Eligible Individual outside of this Plan which are valued in full for purposes of Code Section 280G in a similar order (last to first), any third, by reducing any equity acceleration hereunder of awards which are valued in full for purposes of Section 280G of the Code in a similar order (last to first), and finally, by reducing any other payments or benefit provided hereunder in a similar order (last to first).

8.Conditions to Receipt of Severance Obligations.

(a)Compliance with Post-Termination Obligations. Notwithstanding anything contained in this Plan to the contrary, the Company and its Affiliates shall have the right to cease providing any part of the Severance Obligations, and the Eligible Individual shall be required to immediately repay the Company and its Affiliates for any Severance Obligations already provided, but all other provisions of this Plan shall remain in full force and effect, if such Eligible Individual has been determined, pursuant to the dispute resolution provisions hereof, not to have fully complied with such Eligible Individual’s Post-Termination Obligations during the Severance Obligation Period or longer, as may be the case.

(b)Separation from Service Required. Notwithstanding anything contained in this Plan to the contrary, the Eligible Individual shall be entitled to Severance Obligations only if such Eligible Individual’s termination of employment constitutes a Separation from Service.

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9.Termination.

(a)Notice of Termination. Any termination of an Eligible Individual’s employment with the Company and its Affiliates (other than termination as a result of death) shall be communicated by written Notice of Termination to, (i) in the case of termination by an Eligible Individual, the Company or one of its Affiliates and (ii) in the case of termination by the Company and its Affiliates, the Eligible Individual.

(b)Death. An Eligible Individual’s employment with the Company and its Affiliates shall terminate immediately upon such Eligible Individual’s death.

(c)Disability. An Eligible Individual’s employment with the Company and its Affiliates shall terminate 30 days after Notice of Termination is given by the Company or its Affiliates.

(d)For Cause.

(i)Subject to Section 9(d)(ii), the Company and its Affiliates shall be entitled to terminate an Eligible Individual’s employment with the Company and its Affiliates immediately for any Cause.

(ii)If the Administrator determines, in its sole discretion, that a cure is possible and appropriate, the Company or the applicable Affiliate will give an Eligible Individual being terminated for Cause written notice of the acts or omissions constituting Cause and no termination of such Eligible Individual’s employment with the Company and its Affiliates for Cause shall occur unless and until such Eligible Individual fails to cure such acts or omissions within 10 days following the receipt of such written notice. If the Administrator determines, in its sole discretion, that a cure is not possible or appropriate, an Eligible Individual being terminated for Cause shall have no notice or cure rights before such Eligible Individual’s employment with the Company and its Affiliates is terminated for Cause.

(e)Without Cause. The Company and its Affiliates shall be entitled to terminate an Eligible Individual’s employment with the Company for any reason, at any time by providing written notice to such Eligible Individual that the Company and its Affiliates is terminating such Eligible Individual’s employment with the Company and its Affiliates without Cause.

(f)With Good Reason.

(i)Subject to Section 9(f)(ii), an Eligible Individual shall be permitted to terminate such Eligible Individual’s employment with the Company and its Affiliates for any Good Reason.

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(ii)To exercise an Eligible Individual’s right to terminate such Eligible Individual’s employment for Good Reason, such Eligible Individual must provide written notice to the Company or one of its Affiliates of such Eligible Individual’s belief that Good Reason exists within 90 days of the initial existence of the condition(s) giving rise to such Good Reason, and such notice shall describe the conditions believed to constitute Good Reason. The Company and its Affiliates shall have 30 days to remedy the Good Reason condition(s) (the “Cure Period”). If the condition(s) are not remedied during such Cure Period, such Eligible Individual may terminate such Eligible Individual’s employment with the Company and its Affiliates for Good Reason by delivering a Notice of Termination to the Company; provided,however, that such termination must occur no later than 5 days after the conclusion of the Cure Period (or, in the case of a termination yielding the benefits provided in Section 6 hereof, 180 days after the date of the initial existence of the condition(s) giving rise to such Good Reason); otherwise, such Eligible Individual is deemed to have accepted the condition(s), or the Company’s and its Affiliates correction of such condition(s), that may have given rise to the existence of such Good Reason.

(g)Without Good Reason. An Eligible Individual shall be entitled to terminate such Eligible Individual’s employment with the Company and its Affiliates at any time by providing 30 days written Notice of Termination to the Company or one of its Affiliates and stating that such termination is without Good Reason, provided,however, that notwithstanding anything to the contrary contained herein, the Company and its Affiliates shall be under no obligation to continue to employ such Eligible Individual for such 30 day period.

(h)Suspension of Duties. Notwithstanding the foregoing provisions of this Section 9, the Company and its Affiliates may, to the extent doing so would not result in the Eligible Individual’s Separation from Service, suspend an Eligible Individual from performing such Eligible Individual’s duties, responsibilities, and authorities (including, without limitation, such Eligible Individual’s duties, responsibilities and authorities as a member of the Board or the board of directors of any Affiliate) following the delivery by such Eligible Individual of a Notice of Termination providing for such Eligible Individual’s resignation, or following delivery by the Company or one of its Affiliates of a Notice of Termination providing for the termination of such Eligible Individual’s employment for any reason; provided, however, that during the period of suspension (which shall end on or before the Date of Termination), and subject to the legal rules applicable to any Company benefit plans under Section 401(a) of the Code and the rules applicable to nonqualified deferred compensation plans under Section 409A, such Eligible Individual shall continue to be treated as employed by the Company and its Affiliates for other purposes, and such Eligible Individual’s rights to compensation or benefits shall not be reduced by reason of the suspension; and provided,further, that any such suspension shall not serve as a basis for Good Reason and shall not affect the determination of whether the resignation was for Good Reason or without Good Reason or whether the termination was for Cause or without Cause. The Company and its Affiliates may suspend an Eligible Individual with pay pending an investigation authorized by the Company or any of its

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Affiliates or a governmental authority in order to determine whether such Eligible Individual has engaged in acts or omissions constituting Cause, and in such case the paid suspension shall not constitute a termination of such Eligible Individual’s employment with the Company and its Affiliates; provided, however, that such suspension shall not continue past the time that the Eligible Individual would incur a Separation from Service (at such point, the Company shall either terminate the Eligible Individual in accordance with this Plan or have the Eligible Individual return to active employment).

10.General Provisions.

(a)Taxes. The Company and its Affiliates are authorized to withhold from any payments made hereunder amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Company and its Affiliates may deem advisable to enable the Company, its Affiliates and Eligible Individuals to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under this Plan.

(b)Offsets and Substitutions. Pursuant to Reg. § 1.409A-3(j)(4)(xiii), the Company and its Affiliates may set off against, and each Eligible Individual authorizes the Company and its Affiliates to deduct from, any payments due to such Eligible Individual, or to such Eligible Individual’s estate, heirs, legal representatives or successors, any amounts which may be due and owing to the Company or an Affiliate by such Eligible Individual, arising in the ordinary course of business whether under this Plan or otherwise. To the extent that any amounts would otherwise be payable (or benefits would otherwise be provided) to an Eligible Individual under another plan of the Company or its Affiliates or an agreement with the Eligible Individual and the Company or its Affiliates, including a change in control plan or agreement, an offer letter or letter agreement, or to the extent that an Eligible Individual moves between Tiers, and to the extent that such other payments or benefits or the Severance Obligations provided under this Plan are subject to Section 409A, the Plan shall be administered to ensure that no payment or benefit under the Plan will be (i) accelerated in violation of Section 409A or (ii) further deferred in violation of Section 409A.

(c)Term of this Plan; Amendment and Termination.

(i)Prior to a Change in Control, this Plan may be amended or modified in any respect, and may be terminated, in any such case, by resolution adopted by the Administrator and a majority of the Board; provided,however, that no such amendment, modification or termination that is the Administrator determines in its sole discretion is required to be adopted as a condition to the consummation of Change in Control pursuant to the request of a third party who effectuates a Change in Control that would adversely affect the benefits or protections hereunder of any Eligible Individual as of the date such amendment, modification or termination is adopted

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shall be effective as it relates to such Eligible Individual. For a period of one (1) year following the occurrence of a Change in Control, this Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any Eligible Individual under this Plan on the date the Change in Control occurs.

(ii)Notwithstanding the provisions of paragraph (i), the Company may terminate and liquidate the Plan in accordance with the provisions of Section 409A.

(iii)Notwithstanding the foregoing, no amendment, modification or termination of this Plan shall adversely affect any Eligible Individual’s entitlement to payments under this Plan for qualifying terminations of employment occurring prior to such amendment, modification or termination (other than as required to permit termination of the Plan in accordance with Section 409A), nor shall such amendment, modification or termination relieve the Company of its obligation to pay vested benefits to Eligible Individuals who experienced a qualifying termination of employment prior to the date of such amendment, modification or termination as otherwise set forth herein, except as otherwise consented to by such Eligible Individual.

(iv)Notwithstanding the foregoing or any other provision of this Plan, (A) the Restructuring and any associated organizational changes that occurred prior to the Effective Date shall not constitute a Change in Control or serve as a basis to trigger payments under this Plan, and (B) this Plan (including without limitation Sections 2(e), 2(f), 2(o), 5(c)(i)(3), 5(c)(ii)(3), 5(c)(iii)(3), 5(c)(iv)(3) or 5(c)(v)(3) as such were in effect on April 28, 2017 and solely to the extent such Sections relate to the Emergence Grants), may not be amended or modified in any manner that would impair vesting (including accelerated vesting) of the Emergence Grants.

(d)Successors. This Plan shall bind and inure to the benefit of and be enforceable by any Eligible Individual and the Company and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither this Plan nor any right or obligation hereunder of the Company, any of its Affiliates or any Eligible Individual may be assigned or delegated without the prior written consent of the other party; provided,however, that the Company may assign this Plan to any of its Affiliates and an Eligible Individual may direct payment of any benefits that will accrue upon death. An Eligible Individual shall not have any right to pledge, hypothecate, anticipate or in any way create a lien upon any payments or other benefits provided under this Plan; and no benefits payable under this Plan shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. This Plan shall not confer any rights or remedies upon any person or legal entity other than the Company, its Affiliates and Eligible Individuals and their respective successors and permitted assigns.

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(e)Unfunded Obligation. All benefits due an Eligible Individual under this Plan are unfunded and unsecured and are payable out of the general funds of the Company and its Affiliates.

(f)Directed Payments. If any Eligible Individual is determined by the Administrator to be Disabled, the Administrator may cause the payment or payments becoming due to such Eligible Individual to be made to another person for such person’s benefit without responsibility on the part of the Administrator or the Company and its Affiliates to follow the application of such funds.

(g)Limitation on Rights Conferred Under Plan. Neither this Plan nor any action taken hereunder will be construed as (i) giving an Eligible Individual the right to continue in the employ or service of the Company or any Affiliate; (ii) interfering in any way with the right of the Company or any Affiliate to terminate an Eligible Individual’s employment or service at any time; or (iii) giving an Eligible Individual any claim to be treated uniformly with other employees of the Company or any of its Affiliates. The provisions of this document supersede any oral statements made by any employee, officer, or Board member of the Company or any of its Affiliates regarding eligibility, severance payments and benefits.

(h)Governing Law. All questions arising with respect to the provisions of the Plan and payments due hereunder will be determined by application of the laws of the State of Colorado, without giving effect to any conflict of law provisions thereof, except to the extent Colorado law is preempted by federal law.

(i)Dispute Resolution. Any and all disputes, claims or controversies arising out of or relating to this Plan (A) shall be brought by an Eligible Individual in such Eligible Individual’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and (B) shall be resolved only in the courts of the State of Colorado or the United States District Court for the District of Colorado and the appellate courts having jurisdiction of appeals in such courts. Any proceeding relating to this Plan or any Eligible Individual’s benefits hereunder, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Colorado, the court of the United States of America for the District of Colorado, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Colorado State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Eligible Individual or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise)

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arising out of or relating to this Plan or the Eligible Individual’s employment by the Company or any affiliate of the Company, or the Eligible Individual’s or the Company’s performance under, or the enforcement of, this Plan, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Eligible Individual’s or the Company’s address on record with the Company and (e) agrees that nothing in this Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Colorado. The parties acknowledge and agree that in connection with any dispute hereunder, the non-prevailing party shall be responsible for the payment of the prevailing party’s costs and expenses, including, without limitation, the prevailing party’s legal fees and expenses; provided that if the dispute solely involves a dispute as to whether “Cause” or “Good Reason” exists, each party shall bear its own costs and expense, regardless of the outcome of such dispute.

(j)Severability. The invalidity or unenforceability of any provision of the Plan will not affect the validity or enforceability of any other provision of the Plan, which will remain in full force and effect, and any prohibition or unenforceability in any jurisdiction will not invalidate that provision, or render it unenforceable, in any other jurisdiction.

(k)Section 409A.

(i)This Plan is intended to comply with Section 409A and shall be construed and operated accordingly. The Company may amend this Plan at any time to the extent necessary to comply with Section 409A. Any Eligible Employee shall perform any act, or refrain from performing any act, as reasonably requested by the Company to comply with any correction procedure promulgated pursuant to Section 409A.    

(ii)To the extent required to avoid the imposition of penalties or interest under Section 409A, any payment or benefit to be paid or provided on account of an Eligible Individual’s Separation from Service to an Eligible Individual who is a specified employee (within the meaning of Section 409A(a)(2)(B) of the Code) that would be paid or provided prior to the first day of the seventh month following the Eligible Individual’s Separation from Service shall be paid or provided on the first day of the seventh month following the Eligible Individual’s Separation from Service or, if earlier, the date of the Eligible Individual’s death.

(iii)Each payment to be made under this Plan is a separately identifiable or designated amount for purposes of Section 409A.

(l)PHSA § 2716. Notwithstanding anything to the contrary in this Plan, in the event that the Company or any of its Affiliates is subject to the sanctions imposed pursuant to § 2716 of the Public Health Service Act by reason of this Plan, the Company may amend this Plan at any

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time with the goal of giving Employee the economic benefits described herein in a manner that does not result in such sanctions being imposed.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has adopted this Amended and Restated Executive Change in Control and Severance Plan as of the Effective Date.

BONANZA CREEK ENERGY, INC.

By:     /s/ Jack E. Vaughn                    

Name:     Jack E. Vaughn

Title:    Chairman of the Board

[SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN]

EXHIBIT A
EXECUTIVE AND KEY EMPLOYEE TIERS

Tier	Position
Tier 1	President and Chief Executive Officer
Tier 2	Executive Vice President
Tier 3	Senior Vice President
Tier 4	Vice President
Tier 5	Director, Senior Manager, Manager, and other key employee designated by the Administrator

A-111

EXHIBIT B
FORM OF GENERAL RELEASE

1.    The undersigned (“Employee”), on Employee’s own behalf and on behalf of Employee’s heirs, agents, representatives, attorneys, assigns, executors and/or anyone acting on Employee’s behalf, and in consideration of the promises, assurances, and covenants set forth in the Fifth Amended and Restated Executive Change In Control And Severance Plan, as in effect on of March __, 2018 (the “Plan”), under which Employee is an Eligible Individual, but to which Employee is not automatically entitled, including, but not limited to, the payment of any severance thereunder, hereby fully releases Bonanza Creek Energy, Inc. and its successors or affiliates (the “Company”), its parents, subsidiaries, officers, shareholders, partners, members, individual employees, agents, representatives, directors, employees, attorneys, successors, and anyone acting on its behalf, known or unknown, from all claims and causes of action by reason of any injuries and/or damages or losses, known or unknown, foreseen or unforeseen, patent or latent which Employee has sustained or which may be sustained as a result of any facts and circumstances arising out of or in any way related to Employee’s employment by the Company or the termination of that employment, and to any other disputes, claims, disagreements, or controversies between Employee and the Company up to and including the date this release is signed by Employee. Employee’s release includes, but is not limited to, any contract benefits, claims for quantum meruit, claims for wages, bonuses, employment benefits, moving expenses, stock options, profits units, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of unlawful discharge, torts and related damages (including, but not limited to, emotional distress, loss of consortium, and defamation) any legal restriction on the Company’s right to terminate Employee’s employment and/or services, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964 (as amended), the federal Age Discrimination in Employment Act of 1967 (29 U.S.C. § 21, et seq.) (as amended) (“ADEA”), the federal Americans with Disabilities Act of 1990, any state laws concerning discrimination or harassment including the Fair Employment and Housing Act, or any other legal limitation on contractual or employment relationships, and any and all claims for any loss, cost, damage, or expense with respect to Employee’s liability for taxes, penalties, interest or additions to tax on or with respect to any amount received from the Company or otherwise includible in Employee’s gross income, including, but not limited to, any liability for taxes, penalties, interest or additions to tax arising from the failure of this Agreement, or any other employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Employee and the Company are or were parties, to comply with, or to be operated in compliance with the Internal Revenue Code of 1986, as amended, including, but not limited to, Section 409A thereof, or any provision of state or local income tax law; provided, however, that notwithstanding the foregoing, the release set forth in this Section shall not extend to: (a) any vested rights under any pension, retirement, profit sharing or similar plan; or (b) Employee’s rights, if any, to

B-111

indemnification or defense under the Company’s certificate of incorporation, bylaws and/or policy or procedure, any indemnification agreement with Employee or under any insurance contract, in connection with Employee’s acts or omissions within the course and scope of Employee’s employment with the Company (this “Release”). Appendix A to this Release sets forth the benefits, payments and obligations to which Employee is entitled under the Plan if, and only if, this Release is executed, delivered and become irrevocable by no later than ___, which is 60 days after the Employee’s Date of Termination. Employee acknowledges and agrees that he is not entitled to any other termination or severance benefits whether under the Plan or otherwise.

2.    [Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA. Employee also acknowledges that the consideration given for the waiver and release hereunder is in addition to anything of value to which Employee is already entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the ADEA, that: (a) Employee’s waiver and release hereunder do not apply to any rights or claims that may arise after the execution date of this release; (b) Employee has been advised hereby that Employee has the right to consult with an attorney prior to executing this release; (c) Employee has [twenty-one (21) days][forty-five (45) days] to consider this release (although Employee may choose to voluntarily execute this release earlier); (d) Employee has seven (7) days following the execution of this Release to revoke this Release; and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth (8th) day after this Release is executed by Employee (the “Effective Date”).]

3.    Nothing in this Release (including, without limitation, Sections 4, 5 and 7 hereof), the Plan or any other Company agreement, policy or procedure (this Release, the Plan and such other agreements, policies and procedures, collectively, the “Company Arrangements”) limits your ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (each, a “Government Agency”) regarding possible legal violations, without disclosure to the Company.  The Company may not retaliate against you for any of these activities, and nothing in the Company Arrangements requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other Government Agency.

Further, nothing in the Company Arrangements precludes you from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency.  However, once this Release becomes effective, you may not receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that you filed or is filed on your behalf.

B-222

Notwithstanding anything to the contrary in the Company Arrangements, as provided for in the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Without limiting the foregoing, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you (x) file any document containing the trade secret under seal, and (y) do not disclose the trade secret, except pursuant to court order.

4.    Employee acknowledges that Employee executed an [Employee Restrictive Covenants, Proprietary Information and Inventions Agreement] or [Employee Proprietary Information and Inventions Agreement] under which Employee assumed certain obligations relating to the Company’s confidential and proprietary business information and trade secrets and containing certain covenants relating to competition, solicitation and assignment of invention (“Employee Proprietary Information and Inventions Agreement”). Employee agrees that, except to the extent it conflicts with Section 3, the Employee Proprietary Information and Inventions Agreement shall by its terms survive the execution of this Release and that the parties’ rights and duties thereunder shall not in any way be affected by this Release. Employee also warrants and represents that Employee has returned any and all documents and other property of the Company constituting a trade secret or other confidential research, development or commercial information in Employee’s possession, custody or control, and represents and warrants that Employee has not retained any copies or originals of any such property of the Company. Employee further warrants and represents that, except as provided by Section 3, Employee has never violated the Employee Proprietary Information and Inventions Agreement, and will not do so in the future.

5.    Employee acknowledges that because of Employee’s position with the Company, Employee may possess information that may be relevant to or discoverable in connection with claims, litigation or judicial, arbitral or investigative proceedings initiated by a private party or by a regulator, governmental entity, or self-regulatory organization, that relates to or arises from matters with which Employee was involved during Employee’s employment with the Company, or that concern matters of which Employee has information or knowledge (collectively, a “Proceeding”). Employee agrees that Employee shall testify truthfully in connection with any such Proceeding. Except as provided in Section 3, Employee agrees that Employee shall cooperate with the Company in connection with every such Proceeding, and that Employee’s duty of cooperation shall include an obligation to meet with the Company representatives and/or counsel concerning all such Proceedings for such purposes, and at such times and places, as the Company reasonably requests, and to appear for deposition and/or testimony upon the Company’s request and without a subpoena.

B-333

The Company shall reimburse Employee for reasonable out-of-pocket expenses that Employee incurs in honoring Employee’s obligation of cooperation under this Section.

6.    Employee and the Company understand and agree that it is in their mutual best interest to minimize the effect of Employee’s separation upon the Company’s business and upon Employee’s professional reputation. Accordingly, Employee agrees to take all actions reasonably requested of Employee by the Company in order to accomplish that objective. To this end, Employee shall consult with the Company concerning business matters on an as-needed and as-requested basis, the Company shall exercise reasonable efforts to avoid conflicts between such consulting and Employee’s personal and other business commitments, and Employee shall exercise reasonable efforts to fulfill the Company’s consulting requests in a timely manner.

7.    Employee covenants never to disparage or speak ill of the Company or any the Company product or service, or of any past or present employee, officer or director of the Company, except as provided in Section 3. Employee further agrees not to harass or behave unprofessionally toward any past, present or future Company employee, officer or director.

8.    Release of Unknown Claims. It is the intention of Employee that this Release is a general release which shall be effective as a bar to each and every claim, demand, or cause of action it releases. Employee recognizes that Employee may have some claim, demand, or cause of action against the Company of which Employee is totally unaware and unsuspecting which Employee is giving up by execution of this release. It is the intention of Employee in executing this Release that it will deprive Employee of each such claim, demand or cause of action and prevent Employee from asserting it against the released parties.

[EMPLOYEE NAME]

By:

B-444

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a‑ 14(a)

I, Eric T. Greager, certify that:

1.I have reviewed this Quarterly Report on Form 10‑Q for the period ended March 31, 2018 of Bonanza Creek Energy, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 8, 2018

/s/ Eric T. Greager

Eric T. Greager

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a‑ 14(a)

I, Scott A. Fenoglio, certify that:

1.I have reviewed this Quarterly Report on Form 10‑Q for the period ended March 31, 2018 of Bonanza Creek Energy, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 8, 2018

/s/ Scott A. Fenoglio

Scott A. Fenoglio

Senior Vice President, Finance & Planning

EX-32.1

Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

In connection with the Quarterly Report of Bonanza Creek Energy, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric T. Greager, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 8, 2018

/s/ Eric T. Greager

Eric T. Greager

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of the Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

In connection with the Quarterly Report of Bonanza Creek Energy, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Fenoglio, Senior Vice President, Finance & Planning of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2018

/s/ Scott A. Fenoglio

Scott A. Fenoglio

Senior Vice President, Finance & Planning

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 04, 2018
Document and Entity Information
Entity Registrant Name	Bonanza Creek Energy, Inc.
Entity Central Index Key	0001509589
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Entity Common Stock, Shares Outstanding		20,496,700

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 5,761	$ 12,711
Accounts receivable:
Oil and gas sales	37,781	28,549
Joint interest and other	10,357	3,831
Prepaid expenses and other	3,153	6,555
Inventory of oilfield equipment	1,308	1,019
Derivative assets	126	488
Total current assets	58,486	53,153
Property and equipment (successful efforts method):
Proved properties	495,141	555,341
Less: accumulated depreciation, depletion and amortization	(21,401)	(17,032)
Total proved properties, net	473,740	538,309
Unproved properties	181,193	183,843
Wells in progress	68,735	47,224
Oil and gas properties held for sale, net of accumulated depreciation, depletion and amortization of $2,583 in 2018 (note 4)	82,504	0
Other property and equipment, net of accumulated depreciation of $2,482 in 2018 and $2,224 in 2017	4,551	4,706
Total property and equipment, net	810,723	774,082
Long-term derivative assets	56	6
Other noncurrent assets	3,142	3,130
Total assets	872,407	830,371
Current liabilities:
Accounts payable and accrued expenses (note 5)	69,148	62,129
Oil and gas revenue distribution payable	18,481	15,667
Derivative liability	15,427	11,423
Total current liabilities	103,056	89,219
Long-term liabilities:
Credit facility	15,000	0
Ad valorem taxes	15,435	11,584
Long-term derivative liability	3,086	2,972
Asset retirement obligations for oil and gas properties	26,939	38,262
Asset retirement obligations for oil and gas properties held for sale (note 4)	5,679	0
Total liabilities	169,195	142,037
Commitments and contingencies (note 7)
Stockholders’ equity:
Preferred stock, $.01 par value, 25,000,000 shares authorized, none outstanding	0	0
Common stock, $.01 par value, 225,000,000 shares authorized, 20,453,619 and 20,453,549 issued and outstanding in 2018 and 2017, respectively	4,286	4,286
Additional paid-in capital	690,076	689,068
Retained earnings (deficit)	8,850	(5,020)
Total stockholders’ equity	703,212	688,334
Total liabilities and stockholders’ equity	$ 872,407	$ 830,371

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Other property and equipment, accumulated depreciation	$ 2,482	$ 2,224
Oil and gas properties held for sale, accumulated depreciation, depletion and amortization	$ 2,583	$ 0
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	225,000,000	225,000,000
Common stock, shares issued (in shares)	20,453,619	20,453,549
Common stock, shares outstanding (in shares)	20,453,619	20,453,549

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating net revenues:
Oil and gas sales	$ 64,193
Operating expenses:
Lease operating expense	10,459
Gas plant and midstream operating expense	3,613
Gathering, transportation and processing	2,338
Severance and ad valorem taxes	5,233
Exploration	29
Depreciation, depletion and amortization	7,508
Abandonment and impairment of unproved properties	2,502
Unused commitments	21
General and administrative (including $1,008 and $1,725, respectively, of stock-based compensation)	9,533
Total operating expenses	41,236
Income (loss) from operations	22,957
Other income (expense):
Derivative loss	(8,742)
Interest expense	(357)
Reorganization items, net (note 2)	0
Other income	12
Total other expense	(9,087)
Income (loss) from operations before taxes	13,870
Income tax benefit (expense)	0
Net income (loss)	13,870
Comprehensive income (loss)	$ 13,870
Basic net income (loss) per common share (in dollars per share)	$ 0.68
Diluted net income (loss) per common share (in dollars per share)	$ 0.68
Basic weighted-average common shares outstanding (in shares)	20,454
Diluted weighted-average common shares outstanding (in shares)	20,470
Predecessor
Operating net revenues:
Oil and gas sales		$ 52,559
Operating expenses:
Lease operating expense		9,925
Gas plant and midstream operating expense		2,705
Gathering, transportation and processing		0
Severance and ad valorem taxes		4,319
Exploration		3,407
Depreciation, depletion and amortization		21,212
Abandonment and impairment of unproved properties		0
Unused commitments		993
General and administrative (including $1,008 and $1,725, respectively, of stock-based compensation)		12,094
Total operating expenses		54,655
Income (loss) from operations		(2,096)
Other income (expense):
Derivative loss		0
Interest expense		(4,568)
Reorganization items, net (note 2)		(89,003)
Other income		1,391
Total other expense		(92,180)
Income (loss) from operations before taxes		(94,276)
Income tax benefit (expense)		0
Net income (loss)		(94,276)
Comprehensive income (loss)		$ (94,276)
Basic net income (loss) per common share (in dollars per share)		$ (1.91)
Diluted net income (loss) per common share (in dollars per share)		$ (1.91)
Basic weighted-average common shares outstanding (in shares)		49,452
Diluted weighted-average common shares outstanding (in shares)		49,452

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Predecessor
General and administrative, stock compensation	$ 1,725

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings (Deficit)
Balance at beginning of period at Dec. 31, 2017	$ 688,334	$ 4,286	$ 689,068	$ (5,020)
Shares outstanding, beginning of period (in shares) at Dec. 31, 2017		20,453,549
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted common stock issued	0
Restricted common stock issued (in shares)		107
Restricted stock used for tax withholdings	0
Restricted stock used for tax withholdings (in shares)		(37)
Stock-based compensation	1,008		1,008
Net Income	13,870			13,870
Balance at end of period at Mar. 31, 2018	$ 703,212	$ 4,286	$ 690,076	$ 8,850
Shares outstanding, end of period (in shares) at Mar. 31, 2018		20,453,619

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ 13,870
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	7,508
Non-cash reorganization items	0
Abandonment and impairment of unproved properties	2,502
Well abandonment costs and dry hole expense	0
Stock-based compensation	1,008
Derivative loss	8,742
Derivative cash settlements	(4,312)
Other	172
Changes in current assets and liabilities:
Accounts receivable	(15,758)
Prepaid expenses and other assets	3,402
Accounts payable and accrued liabilities	(566)
Settlement of asset retirement obligations	(665)
Net cash provided by operating activities	15,903
Cash flows from investing activities:
Acquisition of oil and gas properties	(98)
Exploration and development of oil and gas properties	(37,664)
Proceeds from sale of oil and gas properties	20
Additions to property and equipment - non oil and gas	(103)
Net cash used in investing activities	(37,845)
Cash flows from financing activities:
Proceeds from credit facility	15,000
Payment of employee tax withholdings in exchange for the return of common stock	0
Net cash provided by (used in) financing activities	15,000
Net change in cash, cash equivalents and restricted cash	(6,942)
Cash, cash equivalents and restricted cash:
Beginning of period	12,782
End of period	5,840
Supplemental cash flow disclosure:
Cash paid for interest	262
Changes in working capital related to drilling expenditures	$ 14,250
Predecessor
Cash flows from operating activities:
Net income (loss)		$ (94,276)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		21,212
Non-cash reorganization items		57,341
Abandonment and impairment of unproved properties		0
Well abandonment costs and dry hole expense		2,701
Stock-based compensation		1,725
Derivative loss		0
Derivative cash settlements		0
Other		383
Changes in current assets and liabilities:
Accounts receivable		(3,814)
Prepaid expenses and other assets		(536)
Accounts payable and accrued liabilities		31,092
Settlement of asset retirement obligations		(176)
Net cash provided by operating activities		15,652
Cash flows from investing activities:
Acquisition of oil and gas properties		(439)
Exploration and development of oil and gas properties		(3,425)
Proceeds from sale of oil and gas properties		0
Additions to property and equipment - non oil and gas		(201)
Net cash used in investing activities		(4,065)
Cash flows from financing activities:
Proceeds from credit facility		0
Payment of employee tax withholdings in exchange for the return of common stock		(335)
Net cash provided by (used in) financing activities		(335)
Net change in cash, cash equivalents and restricted cash		11,252
Cash, cash equivalents and restricted cash:
Beginning of period		80,747
End of period		91,999
Supplemental cash flow disclosure:
Cash paid for interest		3,484
Changes in working capital related to drilling expenditures		$ 4,404

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ORGANIZATION AND BUSINESS

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS

Bonanza Creek Energy, Inc. (“BCEI” or, together with our consolidated subsidiaries, the “Company”) is engaged primarily in acquiring, developing, exploiting and producing oil and gas properties. The Company's assets and operations are concentrated primarily in the Wattenberg Field in Colorado and in the Dorcheat Macedonia Field in southern Arkansas.

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments as necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. As described below, however, prior financial statements are not comparable to our interim financial statements due to the adoption of fresh-start accounting.

The financial information as of December 31, 2017, has been derived from the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”), but does not include all disclosures, including notes required by GAAP. As such, this quarterly report should be read in conjunction with the consolidated financial statements and related notes included in our 2017 Form 10-K. The Company follows the same accounting principles for preparing quarterly and annual reports.

On January 4, 2017, the Company and certain of its subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to pursue the Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as proposed, the “Plan”). The Bankruptcy Court granted the Debtors' motion seeking to administer all of the Debtors' Chapter 11 Cases jointly under the caption In re Bonanza Creek Energy, Inc., et al (Case No. 17-10015). The Debtors received bankruptcy court confirmation of their Plan on April 7, 2017, and emerged from bankruptcy on April 28, 2017 (the “Effective Date”).

Upon emergence from bankruptcy, the Company adopted fresh-start accounting and became a new entity for financial reporting purposes. As a result of the application of fresh-start accounting and the effects of the implementation of the Plan, the Company’s condensed consolidated financial statements after April 28, 2017 are not comparable with the financial statements on or prior to April 28, 2017. The Company's condensed consolidated financial statements and related footnotes are presented with a black line division which delineates the lack of comparability between amounts presented after April 28, 2017 and dates prior thereto.

Subsequent to January 4, 2017 and through the date of emergence, all expenses, gains and losses directly associated with the reorganization are reported as reorganization items, net totaling $89.0 million in the accompanying condensed consolidated statements of operations and comprehensive income (loss) (“accompanying statements of operations”) for the three months ended March 31, 2017. The $89.0 million consists of a $51.2 million make-whole payment on the Senior Notes, $31.7 million in legal and professional fees and the write-off of $6.1 million of debt issuance and premium costs on the Senior Notes.

References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to April 28, 2017. References to “Predecessor” or “Predecessor Company” relate to the financial position and results of operations of the Company on or prior to April 28, 2017.

Principles of Consolidation

The balance sheets include the accounts of the Company and its wholly owned subsidiaries, Bonanza Creek Energy Operating Company, LLC, Bonanza Creek Energy Resources, LLC, Bonanza Creek Energy Upstream LLC, Bonanza Creek Energy Midstream, LLC, Holmes Eastern Company, LLC and Rocky Mountain Infrastructure, LLC. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of the Company's condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves, assets and liabilities, and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Accounting Pronouncements Adopted in the Current Period

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) for the recognition of revenue from contracts with customers. Several additional related updates have been issued since that point. In summary, revenue recognition would occur upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The guidance also requires enhanced financial statement disclosures over revenue recognition and provisions regarding future revenues and expenses under a gross-versus-net presentation.

The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We adopted the new standard on January 1, 2018 and its adoption did not have a significant impact on our financial statements. Please refer to Note 3 - Revenue Recognition for additional discussion.

In January 2016, the FASB issued Update No. 2016-01 - Financial Instruments - Overall to require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This authoritative guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We adopted the new standard on January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

In August 2016, the FASB issued Update No. 2016-15 - Classification of Certain Cash Receipts and Cash Payments, which clarifies the presentation of specific cash receipts and cash payments within the statement of cash flows. This authoritative accounting guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We adopted the new standard on January 1, 2018 and its adoption did not have a material impact on our statements of cash flows and related disclosures.

In November 2016, the FASB issued Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This update clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows by including them with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. This guidance is to be applied using a retrospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We adopted the new standard on January 1, 2018 and the prior period has been adjusted to conform to the current period presentation, which resulted in an increase in cash used in investing activities of $0.1 million for the three months ended March 31, 2017.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sums to the total of such amounts shown in the accompanying condensed consolidated statements of cash flows (in thousands):

	As of March 31, 2018		As of December 31, 2017
Cash and cash equivalents	$	5,761	$	12,711
Restricted cash included in other noncurrent assets	79		71
Total cash, cash equivalents and restricted cash as shown in the statements of cash flows	$	5,840	$	12,782

Restricted cash consists of funds for road maintenance and repairs.

In January 2017, the FASB issued Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is to be applied using a prospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We adopted this new standard on January 1, 2018 and will apply it to any future acquisitions or disposals of assets or business.

In February 2017, the FASB issued Update No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This update is meant to clarify existing guidance and to add guidance for partial sales of nonfinancial assets. This guidance is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance and is effective at the same time as Update 2014-09, Revenue from Contracts with Customers (Topic 606). We adopted this new standard on January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

In May 2017, the FASB issued Update No. 2017-09 (ASU 2017-09) Compensation - Stock Compensation (Topic 718). The purpose of this update is to provide clarity as to which modifications of awards require modification accounting under Topic 718, whereas previously issued guidance frequently resulted in varying interpretations and a diversity of practice. An entity should employ modification accounting unless the following are met: (1) the fair value of the award is the same immediately before and after the award is modified; (2) the vesting conditions are the same under both the modified award and the original award; and (3) the classification of the modified award is the same as the original award, either equity or liability. Regardless of whether modification accounting is utilized, award disclosure requirements under Topic 718 remain unchanged. This guidance will be effective for annual or any interim periods beginning after December 15, 2017. We adopted the new standard on the effective date of January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

Recently Issued Accounting Standards

In February 2016, the FASB issued Update No. 2016-02 – Leases to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This authoritative guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has begun the identification process of all leases and is evaluating the provisions of this guidance and assessing its impact.

There are no other accounting standards applicable to the Company that would have a material effect on the Company's financial statements and disclosures that have been issued but not yet adopted by the Company as of March 31, 2018, and through the filing date of this report.

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REVENUE RECOGNITION

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

REVENUE RECOGNITION

On January 1, 2018, the Company adopted ASC 606, using the modified retrospective approach. Results for reporting periods beginning January 1, 2018, are presented in accordance with ASC 606, while prior period amounts are reported in accordance with ASC 605 - Revenue Recognition.

The impact of adoption on our current period results is as follows (in thousands):

	Three Months Ended March 31, 2018
	As Unadjusted(1)		ASC 606 Adjustments		As Reported
Operating Revenues:
Oil sales	$	51,963	$	—	$	51,963
Natural gas sales		5,119		1,102		6,221
NGLs sales		4,773		1,236		6,009
Oil and gas sales		61,855		2,338		64,193
Operating expenses:
Gathering, transportation and processing		—		2,338		2,338
Total operating expenses		38,898		—		41,236
Net income	$	13,870	$	—	$	13,870

____________________

(1) This column excludes the impact of ASC 606 and is consistent with the presentation prior to January 1, 2018.

Revenue from Contracts with Customers

Sales of oil, natural gas and natural gas liquids (“NGLs”) are recognized when performance obligations are satisfied at the point control of the product is transferred to the customer. Virtually all of our contracts’ pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil or natural gas, and prevailing supply and demand conditions. As a result, the price of the oil, natural gas, and NGLs fluctuates to remain competitive with other available oil, natural gas, and NGLs supplies.

Performance Obligations

Oil sales

Under our oil sales contracts we sell oil production at the wellhead, or other contractually agreed-upon delivery point, and collect an agreed-upon index price, net of pricing differentials. In this scenario, we recognize revenue when control transfers to the purchaser at the wellhead, or other contractually agreed-upon delivery point, at the net contracted price received.

Natural gas and NGLs Sales

Under our natural gas processing contracts, we deliver natural gas to an agreed upon delivery point. The delivery points are specified within each contract and the transfer of control varies between the inlet and outlet of the midstream processing facility. The midstream processing entity gathers and processes the natural gas and remits proceeds to the Company for the resulting sales of NGLs and residue gas. For the contracts where we maintain control through the outlet of the midstream processing facility, we recognize revenue on a gross basis, with gathering, transportation and processing fees presented as an expense in our consolidated statements of operations. Alternatively, for those contracts where the Company relinquishes control at the inlet of the midstream processing facility, the Company recognizes natural gas and NGLs revenues based on the contracted amount of the proceeds received from the midstream processing entity and, as a result, we recognize revenue on a net basis.

Working interest partners

The Company and its working interest partners have entered into joint operating agreements which govern the marketing and selling of the working interest partner's share of oil, natural gas and NGLs interests. When selling oil, natural gas and NGLs on behalf of working interest owners, the Company is acting as an agent and thus reports the revenue on a net basis.

Transaction price

As noted above, the transaction price is generally tied to a market index, net of adjustments or price differentials, with the variable consideration being the estimation process and related accruals; however, any identified differences between our revenue estimates and actual revenue received historically have not been significant.

As further described in Note 7 - Commitments and Contingencies, one contract with NGL Crude Logistics, LLP (“NGL”, known as the “NGL agreement”) has an additional aspect of variable consideration related to the minimum volume commitments (“MVCs”) as specified in the agreement. On an on-going basis, the Company performs an analysis of expected risk adjusted production applicable to the NGL agreement based on approved production plans to determine if liquidated damages to NGL are probable. As of March 31, 2018, the Company believes that the volumes delivered to NGL will be in excess of the MVCs required then and for the upcoming approved production plan. As a result of this analysis, to date, no variable consideration related to potential liquidated damages has been considered in the transaction price for the NGL agreement.

Transaction price allocated to remaining performance obligations

Under our sales contracts, each unit of product represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and the transaction price for remaining performance obligations is determined in accordance with the above section during the period in which the performance obligation is satisfied. For our product sales that have a contract term of one year or less, we applied the practical expedient under the guidance, which states that a Company is not required to disclose the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

Contract balances

Under our product sales contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our product sales contracts do not give rise to contract assets or liabilities under this guidance. At March 31, 2018 and December 31, 2017, our receivables from contracts with customers were $37.8 million and $28.5 million, respectively.

Prior-period performance obligations

We record revenue in the month production is delivered to the purchaser. However, settlement statements for certain natural gas and NGLs sales may not be received for 30 to 60 days after the date production is delivered, and as a result, we are required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. We record the differences between our estimates and the actual amounts received for product sales in the month in which payment is received from the purchaser. We have existing internal controls for our revenue estimation process and related accruals, and any identified differences between our revenue estimates and actual revenue received historically have not been significant. For the period from January 1, 2018 through March 31, 2018, revenue recognized in the reporting period related to performance obligations satisfied in prior reporting periods was not material.

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ASSETS HELD FOR SALE

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE

During the first quarter of 2018, the Company established a plan to sell all of the Company's assets within its Mid-Continent region and North Park Basin, at which point they were deemed held for sale.

The Company sold its North Park Basin on March 9, 2018 for minimal net proceeds and full release of all current and future obligations resulting in a minimal net loss. As of December 31, 2017, the assets within the Company's North Park Basin represented $5.4 million, net of accumulated depreciation, depletion and amortization and a corresponding asset retirement obligation liability of approximately $5.4 million.

As of March 31, 2018, the Company had $82.5 million of oil and gas properties held for sale, net of $2.6 million accumulated depreciation, depletion and amortization as presented in the accompanying condensed consolidated balance sheets (“accompanying balance sheets”). These properties consist of all assets within the Company's Mid-Continent region. There is a corresponding asset retirement obligation liability of approximately $5.7 million in the asset retirement obligations for oil and gas properties held for sale in the accompanying balance sheets. There were no other assets or liabilities associated with the assets held for sale.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2018

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses contain the following (in thousands):

	As of March 31, 2018		As of December 31, 2017
Drilling and completion costs	$	36,083	$	21,833
Accounts payable trade	5,240		6,256
Accrued general and administrative cost	2,922		10,025
Lease operating expense	3,927		5,005
Accrued interest	345		250
Accrued oil and gas hedging	1,561		808
Production and ad valorem taxes and other	19,070		17,952
Total accounts payable and accrued expenses	$	69,148	$	62,129

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LONG-TERM DEBT

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	As of March 31, 2018		As of December 31, 2017
Credit facility	$	15,000	$	—
Total long-term debt	$	15,000	$	—

Credit Facility

Upon emergence from bankruptcy, the Company entered into a new revolving credit facility, as the borrower, with KeyBank National Association, as the administrative agent, and certain lenders party thereto (the “credit facility”). The borrowing base of $191.7 million is redetermined semiannually, as early as April and October of each year, with the first redetermination set to occur in May 2018. The revolving credit facility matures on March 31, 2021.

The credit facility restricts, among other items, certain dividend payments, additional indebtedness, purchase of margin stock, asset sales, loans, investments and mergers. The credit facility also contains certain financial covenants, which require the maintenance of certain financial and leverage ratios, as defined by the credit facility. The credit facility states that the Company's leverage ratio of indebtedness to earnings before interest, income taxes, depreciation, depletion, and amortization, exploration expense and other non-cash charges (“EBITDAX”) is not to exceed 3.50 to 1.00. The Company must maintain a minimum current ratio of 1.00 to 1.00 and a minimum interest coverage ratio of trailing twelve-month EBITDAX to trailing twelve-month interest expense of 2.50 to 1.00 as of the end of the respective fiscal quarter. As of March 31, 2018, and through the filing date of this report, the Company was in compliance with all financial and non-financial covenants of the credit facility.

 The credit facility provides for interest rates plus an applicable margin to be determined based on London Interbank Offered Rate (“LIBOR”) or a base rate, at the Company’s election. LIBOR borrowings bear interest at LIBOR, plus a margin of 3.00% to 4.00% depending on the utilization level, and the base rate borrowings bear interest at the “Reference Rate,” as defined in the credit facility, plus a margin of 2.00% to 3.00% depending on the utilization level.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Legal Proceedings 

From time to time, the Company is involved in various commercial and regulatory claims, litigation and other legal proceedings that arise in the ordinary course of its business. The Company assesses these claims in an effort to determine the degree of probability and range of possible loss for potential accrual in its condensed consolidated financial statements. In accordance with accounting authoritative guidance, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the most likely anticipated outcome or the minimum amount within a range of possible outcomes. Because legal proceedings are inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about uncertain future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. No claims have been made, nor is the Company aware of any material uninsured liability which the Company may have, as it relates to any environmental cleanup, restoration or the violation of any rules or regulations. As of the filing date of this report, there were no material pending or overtly threatened legal actions against the Company of which it is aware.

As previously described in our 2017 Form 10-K, the Company and the Colorado Department of Public Health and Environment (“CDPHE”) agreed to a Compliance Order on Consent (the “COC”) resolving the matters addressed by a compliance advisory issued to the Company for certain storage tank facilities located in the Wattenberg Field with respect to applicable air quality regulations. Pursuant to the terms of the COC, the Company paid an administrative penalty of $0.2 million in 2017. The Company must also adopt procedures and processes to address the monitoring, reporting, and control of air emissions. The COC further sets forth compliance requirements and criteria for continued operations and contains provisions regarding record-keeping, modifications to the COC, circumstances under which the COC may terminate with respect to certain wells and facilities, and the sale or transfer of operational or ownership interests covered by the COC. In order to be in compliance, the Company incurred $0.7 million in 2017, and currently anticipates spending $3.5 million in 2018, and $3.1 million for 2019 through 2022. The COC can be terminated after four years with a showing of substantial compliance and CDPHE approval.

Commitments

The purchase agreement to deliver fixed determinable quantities of crude oil to NGL became effective on April 28, 2017. The terms of the NGL agreement includes defined volume commitments over an initial seven-year term. Under the terms of the NGL agreement, the Company will be required to make periodic deficiency payments for any shortfalls in delivering minimum volume commitments, which are set in six-month periods beginning in January 2018. There were no minimum volume commitments for the year ending December 31, 2017. During 2018, the average minimum volume commitment will be approximately 10,100 barrels per day, and the minimum volume commitment increases by approximately 41% from 2018 to 2019 and approximately 3% each year thereafter for the remainder of the contract, to a maximum of approximately 16,000 barrels per day. The aggregate financial commitment fee over the remaining term, based on the minimum volume commitment schedule (as defined in the agreement) and the applicable differential fee, is $151.0 million as of March 31, 2018. Upon notifying NGL at least twelve months prior to the expiration date of the NGL agreement, the Company may elect to extend the term of the NGL agreement for up to three additional years.

On April 29, 2017, the Company entered into a new office lease agreement to rent office facilities. The lease is non-cancelable and expires in February 2022.

The annual minimum commitment payments under the NGL agreement and the office lease for the next five years as of March 31, 2018 are presented below (in thousands):

	NGL Commitments(1)			Office Lease Commitments		Total
2018	$	12,172	$	751	$	12,923
2019		22,176		1,224		23,400
2020		27,949		1,335		29,284
2021		28,791		1,423		30,214
2022		29,485		240		29,725
2023 and thereafter		30,448		—		30,448
Total	$	151,021	$	4,973	$	155,994

_______________________________

(1) The above calculation is based on the minimum volume commitment schedule (as defined in the NGL agreement) and applicable differential fees.

There have been no other material changes from the commitments disclosed in the notes to the Company’s consolidated financial statements included in our 2017 Form 10-K.

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

2017 Long Term Incentive Plan

Upon emergence from bankruptcy, the Company adopted a new Long Term Incentive Plan (the “2017 LTIP”) and issued new grants to employees consisting of options with a ten-year term and strike price of $34.36 and restricted stock units (“RSUs”). These awards vest over a three-year period in equal installments on each anniversary of the grant date. See below for further discussion of awards under the 2017 LTIP.

Restricted Stock Units

The 2017 LTIP allows for the issuance of RSUs to members of the Board of Directors and employees of the Company at the discretion of the Board of Directors. Each RSU represents one share of the Company's common stock to be released from restriction upon completion of the vesting period. The awards typically vest in one-third increments over three years. The RSUs are valued at the grant date share price and are recognized as general and administrative expense over the vesting period of the award.

There were no RSUs granted during the three months ended March 31, 2018. Total expense recorded for RSUs, inclusive of grants to the members of the Board of Directors, for the three months ended March 31, 2018 was $0.7 million. As of March 31, 2018, unrecognized compensation cost was $6.3 million and will be amortized through 2020.

A summary of the status and activity of non-vested restricted stock units for the three months ended March 31, 2018 is presented below:

	Restricted Stock Units		Weighted- Average Grant-Date Fair Value
Non-vested at beginning of year	261,165		$	34.93
Granted	—		$	—
Vested	(107	)	$	34.36
Forfeited	(2,138	)	$	34.36
Non-vested at end of quarter	258,920		$	34.93

Stock Options

The 2017 LTIP allows the issuance of stock options to the Company's employees at the sole discretion of the Board of Directors. Options expire ten years from the grant date unless otherwise determined by the Board of Directors. Compensation expense on the stock options are recognized as general and administrative expense over the vesting period of the award.

There were no stock options granted during the three months ended March 31, 2018. Total expense recorded for stock options for the three months ended March 31, 2018 was $0.3 million. As of March 31, 2018, unrecognized compensation cost was $2.4 million and will be amortized through 2020.

A summary of the status and activity of non-vested stock options for the three months ended March 31, 2018 is presented below:

	Stock Options		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at beginning of year	197,271		$	34.36	9.3	$	—
Granted	—		—		—	$	—
Exercised	—		—		—	—
Forfeited	(2,138	)	34.36		9.3	$	—
Outstanding at end of quarter	195,133		$	34.36	8.6	$	—

A summary of additional information related to options outstanding and exercisable as of March 31, 2018 is presented below:

Exercise Price	Number of Options Outstanding and Exercisable	Weighted-Average Remaining Contractual Life (in days)
$34.36	107	69

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The Company follows fair value measurement authoritative guidance, which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The authoritative accounting guidance defines fair value 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. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1: Quoted prices are available in active markets for identical assets or liabilities

Level 2: Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable

Level 3: Significant inputs to the valuation model are unobservable

Financial and non-financial assets and liabilities are to be classified 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 the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following tables present the Company's financial and non-financial assets and liabilities that were accounted for at fair value as of March 31, 2018 and December 31, 2017 and their classification within the fair value hierarchy (in thousands):

	As of March 31, 2018
	Level 1		Level 2		Level 3
Derivative assets(1)	$	—	$	182	$	—
Derivative liabilities(1)	$	—	$	18,513	$	—
Unproved properties(2)	$	—	$	—	$	181,193

	As of December 31, 2017
	Level 1		Level 2		Level 3
Derivative assets(1)	$	—	$	494	$	—
Derivative liabilities(1)	$	—	$	14,395	$	—
Asset retirement obligations(3)	$	—	$	—	$	8,481

____________________________

(1) This represents a financial asset or liability that is measured at fair value on a recurring basis

(2) Represents non-financial assets that are measured at fair value on a nonrecurring basis. Please refer to the Unproved Oil and Gas Properties sections below for additional discussion.

(3) Represents the revision to estimates of the asset retirement obligation, which is a non-financial liability that is measured at fair value on a nonrecurring basis. Please refer to the Asset Retirement Obligation section below for additional discussion.

Unproved Oil and Gas Properties

Unproved 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 fully recoverable. To measure the fair value of unproved properties, the Company uses Level 3 inputs and the income valuation technique, which takes into account the following significant assumptions: future development plans, risk weighted potential resource recovery, remaining lease life and estimated reserve values. The Company impaired non-core acreage in the Wattenberg Field due to leases expiring, which had a carrying value of $183.7 million to their fair value of $181.2 million, and recognized an impairment of unproved properties for the three months ended March 31, 2018 of $2.5 million.

Asset Retirement Obligation

The Company utilizes the income valuation technique to determine the fair value of the asset retirement obligation liability at the point of inception by applying a credit-adjusted risk-free rate, which takes into account the Company’s credit risk, the time value of money, and the current economic state, to the undiscounted expected abandonment cash flows. Upon completion of wells and natural gas plants, the Company records an asset retirement obligation at fair value using Level 3 assumptions. Given the unobservable nature of the inputs, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. There were no asset retirement obligations measured at fair value as of March 31, 2018. The Company had $8.5 million of asset retirement obligations recorded at fair value as of December 31, 2017.

Long-term Debt

The Company's credit facility approximates fair value as the applicable interest rates are floating. The outstanding balance under the credit facility as of March 31, 2018 was $15.0 million.

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ASSET RETIREMENT OBLIGATIONS

3 Months Ended

Mar. 31, 2018

Asset Retirement Obligation [Abstract]

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS

The Company recognizes an estimated liability for future costs to abandon its oil and gas properties. The fair value of the asset retirement obligation is recorded as a liability when incurred, which is typically at the time the asset is acquired or placed in service. There is a corresponding increase to the carrying value of the asset which is included in the proved properties line item in the accompanying balance sheets. The Company depletes the amount added to proved properties and recognizes expense in connection with accretion of the discounted liability over the remaining estimated economic lives of the properties.

The Company’s estimated asset retirement obligation liability is based on historical experience in abandoning wells, estimated economic lives, estimated costs to abandon the wells and regulatory requirements. The liability is discounted using the credit-adjusted risk-free rate estimated at the time the liability is incurred, which ranges from 5% to 7%.     

A roll-forward of the Company's asset retirement obligation is as follows (in thousands):

Beginning balance as of December 31, 2017	$	38,262
Liabilities settled		(665	)
Additions		44
Accretion expense		454
Sold properties		(5,477	)
Ending balance as of March 31, 2018(1)	$	32,618

____________________________

(1) Includes $5.7 million of asset retirement obligations associated with assets held for sale.

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DERIVATIVES

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

DERIVATIVES

The Company enters into commodity derivative contracts to mitigate a portion of its exposure to potentially adverse market changes in commodity prices and the associated impact on cash flows. All contracts are entered into for other-than-trading purposes. The Company’s derivatives include swaps and collar arrangements for oil and natural gas, and none of the derivative instruments qualify as having hedging relationships.

In a typical commodity swap agreement, if the agreed upon published third-party index price is lower than the swap fixed price, the Company receives the difference between the index price and the agreed upon swap fixed price. If the index price is higher than the swap fixed price, the Company pays the difference.

As of March 31, 2018, the Company had entered into the following commodity derivative contracts:

	Crude Oil (NYMEX WTI)		Natural Gas (NYMEX Henry Hub)
	Bbls/day	Weighted Avg. Price per Bbl	MMBtu/day	Weighted Avg. Price per MMBtu
Q218
Cashless Collar	2,000	$42.00/$52.50	5,600	$2.75/$3.43
Swap	3,500	$54.26	—	—
Q318
Cashless Collar	2,000	$43.00/$53.50	5,600	$2.75/$3.43
Swap	4,000	$56.65	—	—
Q418
Cashless Collar	2,000	$43.00/$53.50	5,600	$2.75/$3.43
Swap	4,000	$56.90	—	—
Q119
Cashless Collar	2,000	$43.00/$54.53	7,600	$2.75/$3.22
Swap	2,000	$56.32	—	—
Q219
Cashless Collar	1,330	$44.01/$54.79	2,505	$2.75/$3.22
Swap	2,500	$56.98	—	—
Q319
Swap	2,000	52.50	—	—
Q419
Swap	2,000	52.50	—	—

As of the filing date of this report, the Company had entered into the following commodity derivative contracts:

	Crude Oil (NYMEX WTI)		Natural Gas (NYMEX Henry Hub)
	Bbls/day	Weighted Avg. Price per Bbl	MMBtu/day	Weighted Avg. Price per MMBtu
Q218
Cashless Collar	2,000	$42.00/$52.50	6,259	$2.75/$3.38
Swap	3,835	$55.03	—	—
Q318
Cashless Collar	2,000	$43.00/$53.50	7,600	$2.75/$3.31
Swap	5,000	$57.87	—	—
Q418
Cashless Collar	2,000	$43.00/$53.50	6,600	$2.75/$3.37
Swap	5,000	$58.07	—	—
Q119
Cashless Collar	2,000	$43.00/$54.53	7,600	$2.75/$3.22
Swap	4,000	$58.16	—	—
Q219
Cashless Collar	1,330	$44.01/$54.79	2,505	$2.75/$3.22
Swap	4,500	$58.32	—	—
Q319
Swap	3,000	55.00	—	—
Q419
Swap	3,000	55.00	—	—

Derivative Assets Fair Value

The Company’s commodity derivatives are measured at fair value and are included in the accompanying balance sheets as derivative assets and liabilities.

The following table contains a summary of all the Company’s derivative positions reported on the accompanying balance sheets as of March 31, 2018 and December 31, 2017 (in thousands):

		As of March 31, 2018			As of December 31, 2017
	Balance Sheet Location	Fair Value			Fair Value
Derivative Assets:
Commodity contracts	Current assets	$	126		$	488
Commodity contracts	Noncurrent assets	56			6
Derivative Liabilities:
Commodity contracts	Current liabilities	(15,427		)	(11,423		)
Commodity contracts	Long-term liabilities	(3,086		)	(2,972		)
Total derivative liabilities, net		$	(18,331	)	$	(13,901	)

The following tables summarizes the components of the derivative loss presented on the accompanying statements of operations for the periods below (in thousands):

	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Derivative cash settlement gain (loss):
Oil contracts	$	(4,506	)	$	—
Gas contracts	194			—
Total derivative cash settlement loss(1)	$	(4,312	)	$	—
Change in fair value loss	(4,430		)	$	—
Total derivative loss(1)	$	(8,742	)	$	—

_______________________________

(1) Total derivative loss and total derivative cash settlement loss for the three months ended March 31, 2018 are reported in the derivative loss line item and derivative cash settlements line item in the accompanying condensed consolidated statements of cash flows, within cash flows from operating activities.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The Company issued restricted stock units, which represent the right to receive, upon vesting, one share of the Company's common stock. The Company issued stock options and warrants, which both represent the right to purchase the Company's common stock at a specified price. The number of potentially dilutive shares related to the stock options is based on the number of shares, if any, that would be exercised at the end of the respective reporting period, assuming that date was the end of such stock options' term. The number of potentially dilutive shares related to the warrants is based on the number of shares, if any, that would be exercisable at the end of the respective reporting period.

Please refer to Note8 -Stock-Based Compensation for additional discussion.

The RSUs, stock options and warrants of the Company are all non-participating securities, and therefore, the Company used the treasury stock method to calculate earnings per share as shown in the following table (in thousands, except per share amounts):

	Successor
	Three Months Ended March 31, 2018
Net income	$	13,870
Basic net income per common share	$	0.68
Diluted net income per common share	$	0.68
Weighted-average shares outstanding - basic	20,454
Add: dilutive effect of contingent stock awards	16
Weighted-average shares outstanding - diluted	20,470

There were 259,924 dilutive shares that were anti-dilutive for the three months ended March 31, 2018.

The Predecessor Company issued shares of restricted stock, which entitled the holders to receive non-forfeitable dividends, if and when the Predecessor Company was to declare a dividend, before vesting, thus making the awards participating securities. The awards are included in the calculation of earnings per share under the two-class method. The two-class method allocates earnings for the period between common shareholders and unvested participating shareholders and allocates losses to common shareholders only.

The Predecessor Company issued performance stock units (“PSUs”), which represented the right to receive, upon settlement of the PSUs, a number of shares of the Predecessor Company’s common stock that range from zero to two times the number of PSUs granted on the award date. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, that would be issuable at the end of the respective reporting period, assuming that date was the end of the measurement period applicable to such PSUs.

The Predecessor Company issued restricted stock, which are participating securities, and PSUs, and therefore, the Company used the two-class method to calculate earnings per share as shown in the following table (in thousands, except per share amounts):

	Predecessor
	Three Months Ended March 31, 2017
Net loss	$	(94,276	)
Less: undistributed loss to unvested restricted stock	—
Undistributed loss to common shareholders	(94,276		)
Basic net loss per common share	$	(1.91	)
Diluted net loss per common share	$	(1.91	)
Weighted-average shares outstanding - basic	49,452
Add: dilutive effect of contingent PSUs	—
Weighted-average shares outstanding - diluted	49,452

The Company was in a net loss position for the three months ended March 31, 2017, which made any potentially dilutive shares anti-dilutive. There were 278,414 dilutive shares that were anti-dilutive for the three months ended March 31, 2017. The participating shareholders are not contractually obligated to share in the losses of the Company, and therefore, the entire net loss is allocated to the outstanding common shareholders.

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INCOME TAXES

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

On December 22, 2017, the U.S. Congress enacted the Tax Cuts and Jobs Act, which made significant changes to U.S. federal income tax law, including a reduction in the federal corporate tax rate to 21%, effective January 1, 2018. In accordance with U.S. GAAP, we recognized the effect of the rate change on deferred tax assets and liabilities as of December 31, 2017.

The Company uses the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the tax rate in effect at that time. There is a full valuation allowance on the Company's net deferred tax asset causing the Company’s current rate to differ from the U.S. statutory income tax rate.

As of March 31, 2018, the Company had no unrecognized tax benefits. The Company’s management does not believe that there are any new items or changes in facts or judgments that would impact the Company's tax position taken thus far in 2018.

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments as necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. As described below, however, prior financial statements are not comparable to our interim financial statements due to the adoption of fresh-start accounting.

The financial information as of December 31, 2017, has been derived from the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”), but does not include all disclosures, including notes required by GAAP. As such, this quarterly report should be read in conjunction with the consolidated financial statements and related notes included in our 2017 Form 10-K. The Company follows the same accounting principles for preparing quarterly and annual reports.

On January 4, 2017, the Company and certain of its subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to pursue the Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as proposed, the “Plan”). The Bankruptcy Court granted the Debtors' motion seeking to administer all of the Debtors' Chapter 11 Cases jointly under the caption In re Bonanza Creek Energy, Inc., et al (Case No. 17-10015). The Debtors received bankruptcy court confirmation of their Plan on April 7, 2017, and emerged from bankruptcy on April 28, 2017 (the “Effective Date”).

Upon emergence from bankruptcy, the Company adopted fresh-start accounting and became a new entity for financial reporting purposes. As a result of the application of fresh-start accounting and the effects of the implementation of the Plan, the Company’s condensed consolidated financial statements after April 28, 2017 are not comparable with the financial statements on or prior to April 28, 2017. The Company's condensed consolidated financial statements and related footnotes are presented with a black line division which delineates the lack of comparability between amounts presented after April 28, 2017 and dates prior thereto.

Subsequent to January 4, 2017 and through the date of emergence, all expenses, gains and losses directly associated with the reorganization are reported as reorganization items, net totaling $89.0 million in the accompanying condensed consolidated statements of operations and comprehensive income (loss) (“accompanying statements of operations”) for the three months ended March 31, 2017. The $89.0 million consists of a $51.2 million make-whole payment on the Senior Notes, $31.7 million in legal and professional fees and the write-off of $6.1 million of debt issuance and premium costs on the Senior Notes.

References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to April 28, 2017. References to “Predecessor” or “Predecessor Company” relate to the financial position and results of operations of the Company on or prior to April 28, 2017.

Principles of Consolidation

Principles of Consolidation

The balance sheets include the accounts of the Company and its wholly owned subsidiaries, Bonanza Creek Energy Operating Company, LLC, Bonanza Creek Energy Resources, LLC, Bonanza Creek Energy Upstream LLC, Bonanza Creek Energy Midstream, LLC, Holmes Eastern Company, LLC and Rocky Mountain Infrastructure, LLC. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates

Use of Estimates

The preparation of the Company's condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves, assets and liabilities, and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Standards

Accounting Pronouncements Adopted in the Current Period

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) for the recognition of revenue from contracts with customers. Several additional related updates have been issued since that point. In summary, revenue recognition would occur upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The guidance also requires enhanced financial statement disclosures over revenue recognition and provisions regarding future revenues and expenses under a gross-versus-net presentation.

The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We adopted the new standard on January 1, 2018 and its adoption did not have a significant impact on our financial statements. Please refer to Note 3 - Revenue Recognition for additional discussion.

In January 2016, the FASB issued Update No. 2016-01 - Financial Instruments - Overall to require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This authoritative guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We adopted the new standard on January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

In August 2016, the FASB issued Update No. 2016-15 - Classification of Certain Cash Receipts and Cash Payments, which clarifies the presentation of specific cash receipts and cash payments within the statement of cash flows. This authoritative accounting guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We adopted the new standard on January 1, 2018 and its adoption did not have a material impact on our statements of cash flows and related disclosures.

In November 2016, the FASB issued Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This update clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows by including them with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. This guidance is to be applied using a retrospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We adopted the new standard on January 1, 2018 and the prior period has been adjusted to conform to the current period presentation, which resulted in an increase in cash used in investing activities of $0.1 million for the three months ended March 31, 2017.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sums to the total of such amounts shown in the accompanying condensed consolidated statements of cash flows (in thousands):

	As of March 31, 2018		As of December 31, 2017
Cash and cash equivalents	$	5,761	$	12,711
Restricted cash included in other noncurrent assets	79		71
Total cash, cash equivalents and restricted cash as shown in the statements of cash flows	$	5,840	$	12,782

Restricted cash consists of funds for road maintenance and repairs.

In January 2017, the FASB issued Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is to be applied using a prospective method and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We adopted this new standard on January 1, 2018 and will apply it to any future acquisitions or disposals of assets or business.

In February 2017, the FASB issued Update No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This update is meant to clarify existing guidance and to add guidance for partial sales of nonfinancial assets. This guidance is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance and is effective at the same time as Update 2014-09, Revenue from Contracts with Customers (Topic 606). We adopted this new standard on January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

In May 2017, the FASB issued Update No. 2017-09 (ASU 2017-09) Compensation - Stock Compensation (Topic 718). The purpose of this update is to provide clarity as to which modifications of awards require modification accounting under Topic 718, whereas previously issued guidance frequently resulted in varying interpretations and a diversity of practice. An entity should employ modification accounting unless the following are met: (1) the fair value of the award is the same immediately before and after the award is modified; (2) the vesting conditions are the same under both the modified award and the original award; and (3) the classification of the modified award is the same as the original award, either equity or liability. Regardless of whether modification accounting is utilized, award disclosure requirements under Topic 718 remain unchanged. This guidance will be effective for annual or any interim periods beginning after December 15, 2017. We adopted the new standard on the effective date of January 1, 2018 and its adoption did not have a material impact on our financial statements and disclosures.

Recently Issued Accounting Standards

In February 2016, the FASB issued Update No. 2016-02 – Leases to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This authoritative guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has begun the identification process of all leases and is evaluating the provisions of this guidance and assessing its impact.

There are no other accounting standards applicable to the Company that would have a material effect on the Company's financial statements and disclosures that have been issued but not yet adopted by the Company as of March 31, 2018, and through the filing date of this report.

Fair Value Measurements

The Company follows fair value measurement authoritative guidance, which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The authoritative accounting guidance defines fair value 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. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1: Quoted prices are available in active markets for identical assets or liabilities

Level 2: Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable

Level 3: Significant inputs to the valuation model are unobservable

Financial and non-financial assets and liabilities are to be classified 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 the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

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BASIS OF PRESENTATION (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Schedule of Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sums to the total of such amounts shown in the accompanying condensed consolidated statements of cash flows (in thousands):

	As of March 31, 2018		As of December 31, 2017
Cash and cash equivalents	$	5,761	$	12,711
Restricted cash included in other noncurrent assets	79		71
Total cash, cash equivalents and restricted cash as shown in the statements of cash flows	$	5,840	$	12,782

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sums to the total of such amounts shown in the accompanying condensed consolidated statements of cash flows (in thousands):

	As of March 31, 2018		As of December 31, 2017
Cash and cash equivalents	$	5,761	$	12,711
Restricted cash included in other noncurrent assets	79		71
Total cash, cash equivalents and restricted cash as shown in the statements of cash flows	$	5,840	$	12,782

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REVENUE RECOGNITION (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Schedule of New Revenue Recognition Standard

The impact of adoption on our current period results is as follows (in thousands):

	Three Months Ended March 31, 2018
	As Unadjusted(1)		ASC 606 Adjustments		As Reported
Operating Revenues:
Oil sales	$	51,963	$	—	$	51,963
Natural gas sales		5,119		1,102		6,221
NGLs sales		4,773		1,236		6,009
Oil and gas sales		61,855		2,338		64,193
Operating expenses:
Gathering, transportation and processing		—		2,338		2,338
Total operating expenses		38,898		—		41,236
Net income	$	13,870	$	—	$	13,870

____________________

(1) This column excludes the impact of ASC 606 and is consistent with the presentation prior to January 1, 2018.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2018

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued expenses

Accounts payable and accrued expenses contain the following (in thousands):

	As of March 31, 2018		As of December 31, 2017
Drilling and completion costs	$	36,083	$	21,833
Accounts payable trade	5,240		6,256
Accrued general and administrative cost	2,922		10,025
Lease operating expense	3,927		5,005
Accrued interest	345		250
Accrued oil and gas hedging	1,561		808
Production and ad valorem taxes and other	19,070		17,952
Total accounts payable and accrued expenses	$	69,148	$	62,129

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LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of long-term debt

Long-term debt consisted of the following (in thousands):

	As of March 31, 2018		As of December 31, 2017
Credit facility	$	15,000	$	—
Total long-term debt	$	15,000	$	—

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Long-term Purchase Commitment

The annual minimum commitment payments under the NGL agreement and the office lease for the next five years as of March 31, 2018 are presented below (in thousands):

	NGL Commitments(1)			Office Lease Commitments		Total
2018	$	12,172	$	751	$	12,923
2019		22,176		1,224		23,400
2020		27,949		1,335		29,284
2021		28,791		1,423		30,214
2022		29,485		240		29,725
2023 and thereafter		30,448		—		30,448
Total	$	151,021	$	4,973	$	155,994

_______________________________

(1) The above calculation is based on the minimum volume commitment schedule (as defined in the NGL agreement) and applicable differential fees.

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of the status and activity of non-vested restricted stock

A summary of the status and activity of non-vested restricted stock units for the three months ended March 31, 2018 is presented below:

	Restricted Stock Units		Weighted- Average Grant-Date Fair Value
Non-vested at beginning of year	261,165		$	34.93
Granted	—		$	—
Vested	(107	)	$	34.36
Forfeited	(2,138	)	$	34.36
Non-vested at end of quarter	258,920		$	34.93

Summary of the status and activity of non-vested Units

A summary of the status and activity of non-vested stock options for the three months ended March 31, 2018 is presented below:

	Stock Options		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at beginning of year	197,271		$	34.36	9.3	$	—
Granted	—		—		—	$	—
Exercised	—		—		—	—
Forfeited	(2,138	)	34.36		9.3	$	—
Outstanding at end of quarter	195,133		$	34.36	8.6	$	—

A summary of additional information related to options outstanding and exercisable as of March 31, 2018 is presented below:

Exercise Price	Number of Options Outstanding and Exercisable	Weighted-Average Remaining Contractual Life (in days)
$34.36	107	69

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of financial assets and liabilities at fair value on recurring basis

The following tables present the Company's financial and non-financial assets and liabilities that were accounted for at fair value as of March 31, 2018 and December 31, 2017 and their classification within the fair value hierarchy (in thousands):

	As of March 31, 2018
	Level 1		Level 2		Level 3
Derivative assets(1)	$	—	$	182	$	—
Derivative liabilities(1)	$	—	$	18,513	$	—
Unproved properties(2)	$	—	$	—	$	181,193

	As of December 31, 2017
	Level 1		Level 2		Level 3
Derivative assets(1)	$	—	$	494	$	—
Derivative liabilities(1)	$	—	$	14,395	$	—
Asset retirement obligations(3)	$	—	$	—	$	8,481

____________________________

(1) This represents a financial asset or liability that is measured at fair value on a recurring basis

(2) Represents non-financial assets that are measured at fair value on a nonrecurring basis. Please refer to the Unproved Oil and Gas Properties sections below for additional discussion.

(3) Represents the revision to estimates of the asset retirement obligation, which is a non-financial liability that is measured at fair value on a nonrecurring basis. Please refer to the Asset Retirement Obligation section below for additional discussion.

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ASSET RETIREMENT OBLIGATIONS (Tables)

3 Months Ended

Mar. 31, 2018

Asset Retirement Obligation [Abstract]

Schedule of Asset Retirement Obligations

A roll-forward of the Company's asset retirement obligation is as follows (in thousands):

Beginning balance as of December 31, 2017	$	38,262
Liabilities settled		(665	)
Additions		44
Accretion expense		454
Sold properties		(5,477	)
Ending balance as of March 31, 2018(1)	$	32,618

____________________________

(1) Includes $5.7 million of asset retirement obligations associated with assets held for sale.

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DERIVATIVES (Tables)

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of commodity derivative contracts

As of March 31, 2018, the Company had entered into the following commodity derivative contracts:

	Crude Oil (NYMEX WTI)		Natural Gas (NYMEX Henry Hub)
	Bbls/day	Weighted Avg. Price per Bbl	MMBtu/day	Weighted Avg. Price per MMBtu
Q218
Cashless Collar	2,000	$42.00/$52.50	5,600	$2.75/$3.43
Swap	3,500	$54.26	—	—
Q318
Cashless Collar	2,000	$43.00/$53.50	5,600	$2.75/$3.43
Swap	4,000	$56.65	—	—
Q418
Cashless Collar	2,000	$43.00/$53.50	5,600	$2.75/$3.43
Swap	4,000	$56.90	—	—
Q119
Cashless Collar	2,000	$43.00/$54.53	7,600	$2.75/$3.22
Swap	2,000	$56.32	—	—
Q219
Cashless Collar	1,330	$44.01/$54.79	2,505	$2.75/$3.22
Swap	2,500	$56.98	—	—
Q319
Swap	2,000	52.50	—	—
Q419
Swap	2,000	52.50	—	—

As of the filing date of this report, the Company had entered into the following commodity derivative contracts:

	Crude Oil (NYMEX WTI)		Natural Gas (NYMEX Henry Hub)
	Bbls/day	Weighted Avg. Price per Bbl	MMBtu/day	Weighted Avg. Price per MMBtu
Q218
Cashless Collar	2,000	$42.00/$52.50	6,259	$2.75/$3.38
Swap	3,835	$55.03	—	—
Q318
Cashless Collar	2,000	$43.00/$53.50	7,600	$2.75/$3.31
Swap	5,000	$57.87	—	—
Q418
Cashless Collar	2,000	$43.00/$53.50	6,600	$2.75/$3.37
Swap	5,000	$58.07	—	—
Q119
Cashless Collar	2,000	$43.00/$54.53	7,600	$2.75/$3.22
Swap	4,000	$58.16	—	—
Q219
Cashless Collar	1,330	$44.01/$54.79	2,505	$2.75/$3.22
Swap	4,500	$58.32	—	—
Q319
Swap	3,000	55.00	—	—
Q419
Swap	3,000	55.00	—	—

Schedule of derivatives and balance sheet location

The following table contains a summary of all the Company’s derivative positions reported on the accompanying balance sheets as of March 31, 2018 and December 31, 2017 (in thousands):

		As of March 31, 2018			As of December 31, 2017
	Balance Sheet Location	Fair Value			Fair Value
Derivative Assets:
Commodity contracts	Current assets	$	126		$	488
Commodity contracts	Noncurrent assets	56			6
Derivative Liabilities:
Commodity contracts	Current liabilities	(15,427		)	(11,423		)
Commodity contracts	Long-term liabilities	(3,086		)	(2,972		)
Total derivative liabilities, net		$	(18,331	)	$	(13,901	)

Summary of the components of the derivative gain (loss) presented on the accompanying statements of operations

The following tables summarizes the components of the derivative loss presented on the accompanying statements of operations for the periods below (in thousands):

	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Derivative cash settlement gain (loss):
Oil contracts	$	(4,506	)	$	—
Gas contracts	194			—
Total derivative cash settlement loss(1)	$	(4,312	)	$	—
Change in fair value loss	(4,430		)	$	—
Total derivative loss(1)	$	(8,742	)	$	—

_______________________________

(1) Total derivative loss and total derivative cash settlement loss for the three months ended March 31, 2018 are reported in the derivative loss line item and derivative cash settlements line item in the accompanying condensed consolidated statements of cash flows, within cash flows from operating activities.

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Schedule of calculation of earnings per basic and diluted shares from continuing and discontinued operations

The RSUs, stock options and warrants of the Company are all non-participating securities, and therefore, the Company used the treasury stock method to calculate earnings per share as shown in the following table (in thousands, except per share amounts):

	Successor
	Three Months Ended March 31, 2018
Net income	$	13,870
Basic net income per common share	$	0.68
Diluted net income per common share	$	0.68
Weighted-average shares outstanding - basic	20,454
Add: dilutive effect of contingent stock awards	16
Weighted-average shares outstanding - diluted	20,470

The Predecessor Company issued restricted stock, which are participating securities, and PSUs, and therefore, the Company used the two-class method to calculate earnings per share as shown in the following table (in thousands, except per share amounts):

	Predecessor
	Three Months Ended March 31, 2017
Net loss	$	(94,276	)
Less: undistributed loss to unvested restricted stock	—
Undistributed loss to common shareholders	(94,276		)
Basic net loss per common share	$	(1.91	)
Diluted net loss per common share	$	(1.91	)
Weighted-average shares outstanding - basic	49,452
Add: dilutive effect of contingent PSUs	—
Weighted-average shares outstanding - diluted	49,452

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BASIS OF PRESENTATION - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2017
New Accounting Pronouncements or Changes in Accounting Principle [Line Items]
Reorganization items	$ 0
Reclassification of restricted cash - net cash used in investing activities	$ 37,845
Predecessor
New Accounting Pronouncements or Changes in Accounting Principle [Line Items]
Reorganization items		$ 89,003
Legal and professional fees and expenses		31,700
Write-off of debt issuance and premium costs			$ 6,100
Reclassification of restricted cash - net cash used in investing activities		4,065
Senior Notes | Predecessor
New Accounting Pronouncements or Changes in Accounting Principle [Line Items]
Payments on Senior Notes		51,200	$ 51,200
Accounting Standards Update 2016-18
New Accounting Pronouncements or Changes in Accounting Principle [Line Items]
Reclassification of restricted cash - net cash used in investing activities		$ 100

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BASIS OF PRESENTATION - Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Cash and cash equivalents	$ 5,761	$ 12,711
Restricted cash included in other noncurrent assets	79	71
Total cash, cash equivalents and restricted cash as shown in the statements of cash flows	$ 5,840	$ 12,782

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REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	$ 64,193
Gathering, transportation and processing	2,338
Total operating expenses	41,236
Net income	13,870
Receivables from contracts with customers	37,781	$ 28,549
As Unadjusted
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	61,855
Gathering, transportation and processing	0
Total operating expenses	38,898
Net income	13,870
Accounting Standards Update 2014-09 | ASC 606 Adjustments
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	2,338
Gathering, transportation and processing	2,338
Total operating expenses	0
Net income	0
Oil sales
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	51,963
Oil sales | As Unadjusted
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	51,963
Oil sales | Accounting Standards Update 2014-09 | ASC 606 Adjustments
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	0
Natural gas sales
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	6,221
Natural gas sales | As Unadjusted
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	5,119
Natural gas sales | Accounting Standards Update 2014-09 | ASC 606 Adjustments
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	1,102
NGLs sales
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	6,009
NGLs sales | As Unadjusted
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	4,773
NGLs sales | Accounting Standards Update 2014-09 | ASC 606 Adjustments
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Oil and gas sales	$ 1,236

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ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Oil and gas properties held for sale, accumulated depreciation, depletion and amortization	$ 2,583	$ 0
Oil and gas properties held for sale, net of accumulated depreciation, depletion and amortization of $2,583 in 2018 (note 4)	82,504	0
Asset retirement obligations for oil and gas properties	32,618	38,262
Asset retirement obligations for oil and gas properties held for sale	5,679	0
North Park Basin Region
Property, Plant and Equipment [Line Items]
Oil and gas properties held for sale, net of accumulated depreciation, depletion and amortization of $2,583 in 2018 (note 4)		5,400
Held-for-sale
Property, Plant and Equipment [Line Items]
Asset retirement obligations for oil and gas properties	$ 5,700
Held-for-sale | North Park Basin Region
Property, Plant and Equipment [Line Items]
Asset retirement obligations for oil and gas properties		$ 5,400

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Accounts payable and accrued expenses contain the following:
Drilling and completion costs	$ 36,083	$ 21,833
Accounts payable trade	5,240	6,256
Accrued general and administrative cost	2,922	10,025
Lease operating expense	3,927	5,005
Accrued interest	345	250
Accrued oil and gas hedging	1,561	808
Production and ad valorem taxes and other	19,070	17,952
Total accounts payable and accrued expenses	$ 69,148	$ 62,129

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LONG-TERM DEBT - SCHEDULE OF DEBT (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total long-term debt	$ 15,000	$ 0
Revolver
Debt Instrument [Line Items]
Credit facility	$ 15,000	$ 0

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LONG-TERM DEBT - NARRATIVE (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Minimum | LIBOR
Debt Instrument [Line Items]
Basis spread	3.00%
Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread	2.00%
Maximum | LIBOR
Debt Instrument [Line Items]
Basis spread	4.00%
Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread	3.00%
Revolver
Debt Instrument [Line Items]
Borrowing base	$ 191.7
Maximum senior secured debt to EBITDAX covenant	3.50
Minimum current ratio covenant	1.00
Minimum trailing twelve month interest to trailing twelve month EBITDAX coverage covenant	2.50

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COMMITMENTS AND CONTINGENCIES - NARRATIVE (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018 USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018 bbl	Dec. 31, 2017 USD ($) bbl
Long-term Purchase Commitment [Line Items]
Anticipated costs in 2018	$ 12,923
Minimum compliance term	7 years
Optional extended term	3 years
Minimum differential fee	$ 155,994
Crude Oil
Long-term Purchase Commitment [Line Items]
Average minimum purchase commitment, volume required (in bbl) | bbl									0
Minimum differential fee	151,000
Scenario, Forecast | Crude Oil
Long-term Purchase Commitment [Line Items]
Average minimum purchase commitment, volume required (in bbl) | bbl								10,100
Purchase commitment, volume required annual increase		3.00%	3.00%	3.00%	3.00%	3.00%	41.00%
Maximum volume requirement | bbl								16,000
CDPHE
Long-term Purchase Commitment [Line Items]
Administrative penalty paid									$ 200
COC costs incurred									$ 700
Anticipated costs in 2018	3,500
Anticipated costs in 2019 through 2022	$ 3,100
Minimum compliance term	4 years

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COMMITMENTS AND CONTINGENCIES - NGL PURCHASE AGREEMENT (Details) $ in Thousands	Mar. 31, 2018 USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]
2018	$ 12,923
2019	23,400
2020	29,284
2021	30,214
2022	29,725
2023 and thereafter	30,448
Total	155,994
Office Lease Commitments
Purchase Obligation, Fiscal Year Maturity [Abstract]
2018	751
2019	1,224
2020	1,335
2021	1,423
2022	240
2023 and thereafter	0
Total	4,973
NGLs sales
Purchase Obligation, Fiscal Year Maturity [Abstract]
2018	12,172
2019	22,176
2020	27,949
2021	28,791
2022	29,485
2023 and thereafter	30,448
Total	$ 151,021

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STOCK-BASED COMPENSATION - NARRATIVE (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) $ / shares shares
STOCK-BASED COMPENSATION
Stock-based compensation expense	$ 1,008
LTIP | Restricted shares
STOCK-BASED COMPENSATION
Restricted stock granted (in shares) | shares	0
Stock-based compensation expense	$ 700
Unrecognized compensation cost, RSUs	$ 6,300
Vesting Period	3 years
Vesting portion of shares	33.30%
LTIP | Employee Stock Option
STOCK-BASED COMPENSATION
Award expiration period	10 years
Stock-based compensation expense	$ 300
Exercise price (in dollars per share) | $ / shares	$ 34.36
Vesting Period	3 years
Granted (shares) | shares	0
Unrecognized compensation cost, options	$ 2,400

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STOCK-BASED COMPENSATION - ACTIVITY OF NON-VESTED RESTRICTED STOCK (Details) - LTIP - Restricted shares	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Restricted Stock
Non-vested at beginning of year (in shares) | shares	261,165
Granted (in shares) | shares	0
Vested (in shares) | shares	(107)
Forfeited (in shares) | shares	(2,138)
Non-vested at end of year (in shares) | shares	258,920
Weighted-Average Grant-Date Fair Value
Non-vested at beginning of year (in dollars per share) | $ / shares	$ 34.93
Granted (in dollars per share) | $ / shares	0.00
Vested (in dollars per share) | $ / shares	34.36
Forfeited (in dollars per share) | $ / shares	34.36
Non-vested at end of year (in dollars per share) | $ / shares	$ 34.93

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STOCK-BASED COMPENSATION - ACTIVITY OF STOCK OPTIONS (Details) - LTIP - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Stock Options
Outstanding at beginning of period (shares)	197,271
Granted (shares)	0
Exercised (shares)	0
Forfeited (shares)	(2,138)
Outstanding at end of period (shares)	195,133	197,271
Weighted- Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 34.36
Granted (in dollars per share)	0.00
Exercised (in dollars per share)	0.00
Forfeited (in dollars per share)	34.36
Outstanding at end of period (in dollars per share)	$ 34.36	$ 34.36
Weighted-Average Remaining Contractual Term (in years)
Forfeited (in years)	9 years 3 months 26 days
Weighted Average Remaining Contractual Term (in years)	8 years 7 months 17 days	9 years 3 months 26 days
Outstanding, Aggregate Intrinsic Value	$ 0	$ 0
Exercise Price (in dollars per share)	$ 34.36
Number of Options Outstanding and Exercisable (in shares)	107
Weighted-Average Remaining Contractual Life (in days)	69 days

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FAIR VALUE MEASUREMENTS - HIERARCHY (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Financial assets and liabilities accounted for at fair value
Unproved properties	$ 181,193	$ 183,843
Estimate of Fair Value Measurement | Level 1
Financial assets and liabilities accounted for at fair value
Derivative assets	0	0
Derivative liabilities	0	0
Unproved properties	0
Asset retirement obligations		0
Estimate of Fair Value Measurement | Level 2
Financial assets and liabilities accounted for at fair value
Derivative assets	182	494
Derivative liabilities	18,513	14,395
Unproved properties	0
Asset retirement obligations		0
Estimate of Fair Value Measurement | Level 3
Financial assets and liabilities accounted for at fair value
Derivative assets	0	0
Derivative liabilities	0	0
Unproved properties	$ 181,193
Asset retirement obligations		$ 8,481

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FAIR VALUE MEASUREMENTS - NARRATIVE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Derivatives measured at fair value
Unproved properties	$ 181,193,000	$ 183,843,000
Abandonment and impairment of unproved properties	2,502,000
Asset retirement obligations for oil and gas properties	32,618,000	38,262,000
Revolver
Derivatives measured at fair value
Credit facility	15,000,000	0
Estimate of Fair Value Measurement | Level 3
Derivatives measured at fair value
Unproved properties	181,193,000
Asset retirement obligations for oil and gas properties	0	$ 8,500,000
Wattenberg Field
Derivatives measured at fair value
Unproved properties	183,700,000
Wattenberg Field | Estimate of Fair Value Measurement
Derivatives measured at fair value
Abandonment and impairment of unproved properties	$ 2,500,000

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ASSET RETIREMENT OBLIGATIONS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at beginning of period	$ 38,262
Liabilities settled	(665)
Additions	44
Accretion expense	454
Sold properties	(5,477)
Balance at end of period	$ 32,618
Minimum
Asset Retirement Obligations [Line Items]
Credit-adjusted risk-free rate	5.00%
Maximum
Asset Retirement Obligations [Line Items]
Credit-adjusted risk-free rate	7.00%
Held-for-sale
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at end of period	$ 5,700

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DERIVATIVES - NARRATIVE (Details)	Mar. 31, 2018 derivative
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Number of derivative instruments qualified as hedging	0

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DERIVATIVES - COMMODITY DERIVATIVE CONTRACTS (Details) - Scenario, Forecast	3 Months Ended
	Dec. 31, 2019 $ / bbl bbl	Sep. 30, 2019 $ / bbl bbl	Jun. 30, 2019 MMBTU $ / MMBTU $ / bbl bbl	Mar. 31, 2019 MMBTU $ / MMBTU $ / bbl bbl	Dec. 31, 2018 MMBTU $ / MMBTU $ / bbl bbl	Sep. 30, 2018 MMBTU $ / MMBTU $ / bbl bbl	Jun. 30, 2018 MMBTU $ / MMBTU $ / bbl bbl
Crude Oil | Cashless Collar
Derivative [Line Items]
Crude Oil, notional amount (in barrels per day) | bbl			1,330	2,000	2,000	2,000	2,000
Crude Oil | Cashless Collar | Minimum
Derivative [Line Items]
Weighted Average Price (in dollars per barrel and MMBtu, respectively)			44.01	43.00	43.00	43.00	42.00
Crude Oil | Cashless Collar | Maximum
Derivative [Line Items]
Weighted Average Price (in dollars per barrel and MMBtu, respectively)			54.79	54.53	53.50	53.50	52.50
Crude Oil | Swap
Derivative [Line Items]
Crude Oil, notional amount (in barrels per day) | bbl	2,000	2,000	2,500	2,000	4,000	4,000	3,500
Weighted Average Price (in dollars per barrel and MMBtu, respectively)	52.50	52.50	56.98	56.32	56.90	56.65	54.26
Natural gas sales | Cashless Collar
Derivative [Line Items]
Natural Gas, notional amount (in MMBtu per day) | MMBTU			2,505	7,600	5,600	5,600	5,600
Natural gas sales | Cashless Collar | Minimum
Derivative [Line Items]
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | $ / MMBTU			2.75	2.75	2.75	2.75	2.75
Natural gas sales | Cashless Collar | Maximum
Derivative [Line Items]
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | $ / MMBTU			3.22	3.22	3.43	3.43	3.43
Subsequent Event | Crude Oil | Cashless Collar
Derivative [Line Items]
Crude Oil, notional amount (in barrels per day) | bbl			1,330	2,000	2,000	2,000	2,000
Subsequent Event | Crude Oil | Cashless Collar | Minimum
Derivative [Line Items]
Weighted Average Price (in dollars per barrel and MMBtu, respectively)			44.01	43.00	43.00	43.00	42.00
Subsequent Event | Crude Oil | Cashless Collar | Maximum
Derivative [Line Items]
Weighted Average Price (in dollars per barrel and MMBtu, respectively)			54.79	54.53	53.50	53.50	52.50
Subsequent Event | Crude Oil | Swap
Derivative [Line Items]
Crude Oil, notional amount (in barrels per day) | bbl	3,000	3,000	4,500	4,000	5,000	5,000	3,835
Weighted Average Price (in dollars per barrel and MMBtu, respectively)	55.00	55.00	58.32	58.16	58.07	57.87	55.03
Subsequent Event | Natural gas sales | Cashless Collar
Derivative [Line Items]
Natural Gas, notional amount (in MMBtu per day) | MMBTU			2,505	7,600	6,600	7,600	6,259
Subsequent Event | Natural gas sales | Cashless Collar | Minimum
Derivative [Line Items]
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | $ / MMBTU			2.75	2.75	2.75	2.75	2.75
Subsequent Event | Natural gas sales | Cashless Collar | Maximum
Derivative [Line Items]
Weighted Average Price (in dollars per barrel and MMBtu, respectively) | $ / MMBTU			3.22	3.22	3.37	3.31	3.38

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DERIVATIVES - DERIVATIVE ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Derivative Assets:
Current assets	$ 126	$ 488
Noncurrent assets	56	6
Derivative Liabilities:
Current liabilities	(15,427)	(11,423)
Long-term liabilities	(3,086)	(2,972)
Total derivative liabilities, net	$ (18,331)	$ (13,901)

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DERIVATIVES - DERIVATIVE LOSS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Components of the derivative loss
Total derivative loss	$ (8,742)
Commodity derivative
Components of the derivative loss
Derivative cash settlement gain (loss)	(4,312)
Change in fair value loss	(4,430)
Total derivative loss	(8,742)
Commodity derivative | Oil contracts
Components of the derivative loss
Derivative cash settlement gain (loss)	(4,506)
Commodity derivative | Gas contracts
Components of the derivative loss
Derivative cash settlement gain (loss)	$ 194
Predecessor
Components of the derivative loss
Total derivative loss		$ 0
Predecessor | Commodity derivative
Components of the derivative loss
Derivative cash settlement gain (loss)		0
Change in fair value loss		0
Total derivative loss		0
Predecessor | Commodity derivative | Oil contracts
Components of the derivative loss
Derivative cash settlement gain (loss)		0
Predecessor | Commodity derivative | Gas contracts
Components of the derivative loss
Derivative cash settlement gain (loss)		$ 0

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EARNINGS PER SHARE (Details) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2018 USD ($) $ / shares shares	Mar. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2017
EARNINGS PER SHARE
Antidilutive securities excluded from EPS calculation (in shares)	259,924	278,414
Net income (loss):
Net income (loss) | $	$ 13,870
Basic net income (loss) per common share (in dollars per share) | $ / shares	$ 0.68
Diluted net income (loss) per common share (in dollars per share) | $ / shares	$ 0.68
Weighted-average shares outstanding - basic (in shares)	20,454,000
Add: dilutive effect of contingent stock awards (in shares)	16,000
Weighted-average shares outstanding - diluted (in shares)	20,470,000
Predecessor
Net income (loss):
Net income (loss) | $		$ (94,276)
Less: undistributed loss to unvested restricted stock | $		0
Undistributed loss to common shareholders | $		$ (94,276)
Basic net income (loss) per common share (in dollars per share) | $ / shares		$ (1.91)
Diluted net income (loss) per common share (in dollars per share) | $ / shares		$ (1.91)
Weighted-average shares outstanding - basic (in shares)		49,452,000
Add: dilutive effect of contingent stock awards (in shares)		0
Weighted-average shares outstanding - diluted (in shares)		49,452,000
Performance Shares | Minimum
EARNINGS PER SHARE
Target payout for PSUs in shares of common stock			0
Performance Shares | Maximum
EARNINGS PER SHARE
Target payout for PSUs in shares of common stock			2

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INCOME TAXES (Details)	Mar. 31, 2018 USD ($)
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0