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Subsequent Events and Liquidity
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events and Liquidity
Subsequent Events and Liquidity

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. The adverse economic effects of the COVID-19 outbreak have materially decreased demand for oil based on the restrictions in place by governments trying to curb the outbreak and changes in consumer behavior. This has led to a significant decrease in oil prices and will likely generate a surplus of oil that can create a saturation of storage and crude storage constraints which could lead to an even further reduction in oil prices.

If workers at one of the Company’s offices become ill or are quarantined and in either or both events are therefore unable to work, our operations could be subject to disruption. Further, if the Company’s vendors become unable to obtain necessary raw materials or components, the Company may incur higher supply costs or the Company’s vendors may be required to reduce service or production levels, either of which may negatively affect the Company’s financial condition or results of operations.

In addition, in March 2020, members of OPEC failed to agree on oil production levels, which is expected to result in an increased supply of oil and has led to a substantial decline in oil prices and an increasingly volatile market. The Company has certain commodity derivative instruments in place to mitigate the effects of such price declines as detailed in Note 6 - Derivative Instruments; however, the derivatives will not entirely mitigate lower oil prices. The depressed pricing environment has led the Company to halt its drilling and completion activities for the remainder of 2020, and is expected to lead to i) a significant reduction in the borrowing base under the Company’s credit facility, which could negatively impact its liquidity, ii) a reduction in reserves, including the expected removal of proved undeveloped reserves, iii) the potential impairment of proved and unproved oil & gas properties, iv) the potential that our customers will be unable to purchase our produced oil, natural gas and NGLs as a result of oversupply and inadequate storage capacity, v) recognition of a valuation allowance on our net deferred tax assets and vi) a reduction of our Tax Receivable Agreement liability.

On March 27, President Trump signed into law the “Coronavirus Aid, and Economic Security Act” (“CARES Act”).  The Company is evaluating the impact, if any, that the CARES Act may have on the Company’s future operations, financial position, and liquidity in fiscal year 2020. Management is actively monitoring its financial condition, liquidity, operations, suppliers, industry, and workforce. Although the Company cannot estimate the length or gravity of the impacts of these events at this time, if the pandemic or decline in oil prices continue, they will have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020. In light of the ongoing impact of current uncertainty in the global markets and commodity prices, the Company announced on March 19, 2020 that it halted drilling and completions activity and announced on March 27, 2020 that it eliminated 52 full-time employee positions.

As of March 31, 2020, the Company had fully drawn the amount available under its Amended and Restated Credit Agreement (as defined in Note 11 - Long-term debt, net, with $340 million outstanding under its Amended and Restated Credit Agreement. The Company’s next borrowing base redetermination is expected to occur in April 2020. The Company expects the borrowing capacity to be reduced by the lenders, potentially significantly, in connection with this redetermination and the Company will be required to repay borrowings in excess of the borrowing capacity. Under the Amended and Restated Credit Agreement, the Company has the option to repay either in full within 30 days after the redetermination or in monthly installments over a six-month period commencing 30 days following the redetermination. Any reductions to the Company’s borrowing capacity at future redetermination dates could result in additional deficiencies that would require us to repay based on the terms discussed above.

The Company’s Amended and Restated Credit Agreement restricts certain distributions including cash dividends on its Series A Preferred Stock and Series B Preferred Stock. Such distributions can only be made so long as both before and immediately following such distributions, (i) the Company is not in default under its Amended and Restated Credit Agreement, (ii) its unused borrowing capacity is equal to or greater than 20% of the committed borrowing capacity and (iii) its ratio of Total Debt to EBITDAX is not greater than 3.5 to 1.0. Because the Company fully drew the amount available under its Amended and Restated Credit Agreement, it is restricted from paying dividends on its Series B Preferred Stock. The next scheduled dividend payment date is on or about April 15, 2020, but we must reduce our borrowings outstanding to an amount that is 20% less than the committed borrowing capacity in place at the time of the dividend payment. Any payments made to reduce our borrowings outstanding to an amount that is 20% less than the committed borrowing capacity would be in addition to the payments made to cure any borrowing capacity deficiencies under the Amended and Restated Credit Agreement. If the Company fails to pay dividends on its Series B Preferred Stock, the dividend rate increases to 12% per annum until dividends are fully paid and current, at which time the dividend rate will revert back to 10% per annum and if the Company fails to pay dividends for nine consecutive months, the holders of the Series B Preferred Stock may elect to cause the Company to redeem all or a portion of the Series B Preferred Stock, which the amount was approximately $195.2 million had the full redemption occurred as of March 31, 2020. The Company does not expect to be able to pay dividends on the Series B Preferred Stock on the April 15, 2020 dividend date and it is uncertain if it will be able to pay such dividends at future dividend dates.

On March 23, 2020, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that for the 30 consecutive business days ending March 20, 2020, the bid price for the Company’s common stock had closed below the $1.00 per share minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until September 21, 2020, to regain compliance by meeting the continued listing standard. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the 180 calendar day period. If the Company is not able to regain compliance with the Nasdaq Listing Rule, it will be an event of default under the Company’s Second Lien Notes and Amended and Restated Credit Agreement that would require the Company to redeem all the amounts outstanding under the Second Lien Notes and Amended and Restated Credit Agreement. It will also constitute a change of control under our Series B Preferred Stock and could give holders of the Series B Preferred Stock the right to require us to redeem all amounts outstanding out of funds legally available therefor.

As stated above, the Company has halted all drilling and completion activity, which will result in a reduction in anticipated production and cash flows. In addition to cash on hand of $82 million at March 31, 2020 and cash flows from operations, the Company may generate additional funds through monetization of its commodity derivatives, subject to approval of lender under the Second Lien Notes, which were in an asset position as of March 31, 2020, the sale of non-core assets and other sources of capital. However, the Company’s future cash flows from operations are subject to a number of variables, including uncertainty in forecasted commodity pricing, production and redetermined borrowing base capacity, which may be significantly reduced, and its ability to reduce costs. Also, the Company may not be able to monetize its commodity derivatives for an acceptable amount or at all or obtain required approvals under its financing agreements, complete the sale of core or non-core assets or access other sources of capital on acceptable terms or at all. Furthermore, the Company cannot guarantee that it will be able to maintain the listing of its Class A Common Stock, Class A Common Stock Public Units, or Public Warrants on The Nasdaq Capital Market. If the Company is unable to reduce the amount outstanding under the Amended and Restated Credit Agreement for payment of preferred dividends or unable to regain compliance with the Nasdaq Listing Rule, the holders of the Series B Preferred Stock may elect to cause us to redeem all or a portion of the Second Lien Notes. This election would cause the Company to not be in compliance with its current ratio requirements under the Amended and Restated Credit Agreement. These matters raise substantial doubt about the Company’s ability to continue as a going concern within the next year and one day post issuance of these consolidated financial statements.

The consolidated financial statements included in this report have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include adjustments that might result from the outcome of the uncertainty, including any adjustments to reflect the possible future effects of the recoverability and classification of recorded assets amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.